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EXHIBIT 10.12
Digital Teleport (DTI)
Carrier Product Attachment
Page 1
PRODUCT ATTACHMENT
CARRIER NETWORKS PRODUCTS
Northern Telecom Inc. ("Nortel") and Digital Teleport, Inc., ("Buyer") agree
as follows:
1. INCORPORATION BY REFERENCE
This Product Attachment shall be incorporated into and made a part of
Network Products Purchase Agreement No. NPPA9704LP between Nortel and
Buyer.
2. DEFINITIONS
For purposes of this Product Attachment:
"Acceptance Criteria" shall mean, with respect to any Products
installed by Nortel hereunder, the standards and specifications
contained in the Nortel Installation Manuals which are applicable to
such Products.
"Equipment" shall mean the equipment listed in Schedule A.
"Extension" shall mean Equipment and/or Software which Nortel engineers
and installs and which is added to an Initial System after the Turnover
Date of the Initial System.
"Initial System" shall mean the Equipment and Software which is
included in any configuration identified in Schedule A as an
"Initial System."
"Installation Site" shall mean Buyer's facility identified in an Order
to which the applicable Products identified in such Order shall be
delivered or at which the applicable Services, if any, are to be
performed, respectively.
"Merchandise" shall mean any Equipment which is not part of a System
and with respect to which no engineering or installation Services shall
be provided by Nortel.
"Product Attachment Term" shall mean the period which shall commence on
the date this Product Attachment is executed by the latter of the
parties and shall expire thirty six (36) months thereafter.
"Services" shall mean the services described in Schedule B.
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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"Software" shall mean the software listed in Schedule A.
"Specifications" shall mean with respect to any Products furnished
hereunder, the specifications published by Nortel which Nortel
identifies as its standard performance specifications for such Products
as of the date of Buyer's Order for such Products.
"System" shall mean any Initial System or Extension.
"Turnover Date" shall mean, with respect to any Products installed by
Nortel hereunder, the date on which Nortel provides the Turnover Notice
to Buyer pursuant to Section 8.a. of this Product Attachment.
"Warranty Period" shall mean, with respect to:
(a) Any System, the period which shall commence upon the Turnover
Date with respect to such System and shall expire twelve (12)
months thereafter,
(b) Merchandise, the period which shall commence upon the date of
shipment with respect to such Merchandise by Nortel to Buyer
and shall expire ninety (90) days thereafter,
(c) Installation Services involving any System, the period which
shall commence upon the Turnover Date with respect to such
System and shall expire twelve (12) months thereafter,
(d) Equipment which is repaired or replaced pursuant to Nortel's
obligations under Exhibit D to the Agreement, the period
commencing five (5) days after (i) shipment of the replacement
Equipment to Buyer or (ii) completion of the repair at the
Installation Site of the applicable Equipment and which shall
expire on the later of thirty (30) days thereafter or the last
day of the original Warranty Period with respect to the
Equipment which was repaired or replaced, and
(e) Software which was corrected pursuant to Nortel's obligations
under Exhibit D to the Agreement, the period commencing upon
delivery of the corrected Software by Nortel to Buyer and
expiring on the later of thirty (30) days thereafter or the
last day of the original Warranty Period with respect to such
Software.
3. SCOPE
a. Buyer shall, during the Product Attachment Term, issue Orders for ten
(10) DMS-500 Initial Systems, as described in the attached Schedule A,
Part I, Section
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
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1.0, for delivery and installation in Buyer's facilities to be
designated by the Buyer, of which, Buyer shall issue Orders for a
minimum of five (5) DMS-500 Initial Systems during month number one
(1) through and including month number twelve (12) of the Product
Attachment Term and Buyer shall issue Orders for a minimum of five
(5) DMS-500 Initial Systems during month number thirteen (13) through
and including month number twenty four (24) of the Product Attachment
Term. Buyer shall pay the prices, fees and charges set forth in the
attached Schedule A, Part I, Section 1.2, for the Initial Systems in
accordance with Section 7 of this Product Attachment.
b. In the event that the Buyer, during the Product Attachment Term, fails
to issue Orders for ten (10) DMS-500 Initial Systems for delivery and
installation in the Buyer's facilities, Buyer shall be liable to Nortel
in the amount of *** Dollars ($***) for each DMS-500 Initial
System that Buyer Ordered during the Product Attachment Term. Buyer
shall pay the total sum due and payable to Nortel within thirty (30)
days of the date of Nortel's invoice for payment.
c. For and in consideration of the price for the DMS-500 Initial System,
Nortel and Buyer hereby agree that Xxxxx's "Correcting" Purchase Order
No. A013597, issued on February 25, 1997, prior to the execution of
this Agreement and the Network Products Purchase Agreement No.
NPPA9704LP, is declared null and void and is hereby canceled without
effecting the terms and conditions of the parties' Agreement provided
herein. Furthermore, the parties agree that Xxxxx's "Correcting"
Purchase Order No. A013597, was revised and re-issued by Xxxxx on or
about July 1, 1997, prior to the execution of this Agreement and the
Network Products Purchase Agreement No. NPPA9704LP, is declared null
and void and is hereby canceled without effecting the terms and
conditions of the parties' Agreement provided herein.
d. Buyer may, during the Product Attachment Term, issue Orders for the
DMS-500 Extensions described in the attached Schedule A, Part II, for
delivery and installation in Buyer's facilities designated by the
Buyer. Buyer shall pay the prices, fees and charges set forth in the
attached Schedule A, Part II, for the Extensions in accordance with
Section 7 of this Product Attachment.
e. Buyer may issue Orders for the DMS-500 Optional Software described in
the attached Schedule A, Part IV, during the Product Attachment Term.
Buyer shall receive a ***% discount on the prices, fees and charges set
forth in the attached Schedule A, Part IV, on any DMS-500 Optional
Software Orders included with the Buyer's Order for the DMS-500 Initial
System. Buyer shall receive a ***% discount on the prices, fees and
charges set forth in the attached Schedule A, Part IV, on any DMS-500
Optional Software Orders issued at any other time and prior to the
expiration of the Product Attachment Term.
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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f. Nortel expects, over the course of the Product Attachment Term, to
make generally available to its customers certain Software releases
which may replace the Software load shipped as part of the DMS-500
Standard Software Features set forth in Schedule A, Part III, pursuant
to this Agreement ("Software Upgrade"). Buyer may, within six (6)
months of the Turnover Date of each DMS-500 Initial System purchased
under this Agreement, issue an Order for a Software Upgrade for such
Initial System, at no charge to Buyer, within three (3) months of the
period of general availability for the Software Upgrade. Nothing in
this section shall obligate Nortel to make available to Buyer any
Software Upgrades which Nortel does not make generally available to
its other customers during the Product Attachment Term.
4. SCHEDULES
The following Schedules which are attached hereto are an integral part
of the Product Attachment and are incorporated herein by reference:
Schedule A - Products, Prices, and Fees
Schedule B - Services and Charges
Schedule C - Delivery
Schedule D - Documentation
5. ORDERING
With respect to Section 3, ORDERING of the Agreement the following
additional terms shall apply:
a. Buyer shall identify in each Order for Products whether the Products
constitute an Initial System, Extension, or Merchandise. All Orders for
Extensions, Merchandise, or any Services other than engineering and
installation Services provided by Nortel in connection with an Order
for an Initial System shall be subject to written agreement of Buyer
and Nortel on the applicable prices, charges and fees with respect
thereto as required pursuant to Section 6, PRICING, of this Product
Attachment.
b. Notwithstanding Exhibit C to the Agreement, Buyer may by written notice
to Nortel cancel without charge any Order for Products and/or Services
prior to the delivery date of the applicable Products set forth in such
Order or the agreed date for the commencement by Nortel of the
applicable Services ("Service Commencement Date"), except that if Buyer
cancels such Order within six (6) weeks or less of any such date, a
cancellation fee of fifteen percent (15%) of the aggregate price of all
Products and/or Services included in such canceled Order shall be
payable by Buyer. Nortel may invoice such amount upon receipt of
Buyer's notice of cancellation of the Order.
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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c. Notwithstanding Exhibit C to the Agreement, Buyer may by written notice
to Nortel not less than six (6) weeks prior to the delivery date of any
Products set forth in an Order and/or the Service Commencement Date of
the applicable Services, delay the delivery date of such Products
and/or the Service Commencement Date of such Services for a period
which shall not exceed ninety (90) days from the date such Products
were originally scheduled to be delivered or ninety (90) days from the
Service Commencement Date, subject to the availability from Nortel of
the applicable Products and/or Services after such period of delay.
d. Except as set forth in Sections 5.b. and 5.c. of this Product
Attachment, any change to an Order after Nortel's acceptance of such
Order shall require written agreement of Nortel and Buyer upon a
written change to the Order ("Change Order") which shall reference the
original Order and be executed by the parties. No such changes shall be
implemented until the applicable Change Order has been executed by the
parties.
e. With respect to each Order for Products which is accepted by Nortel,
Buyer may make a written request at least ninety (90) days prior to
the scheduled shipment date of such Products for a change ("Change")
consisting of certain addition(s) or deletion(s) to such Products.
After receipt of such request, Nortel shall submit a Job Change Order
("JCO") to Buyer for Buyer's approval with respect to the requested
Change, except that Nortel shall be under no obligation to submit such
JCO to Buyer if Nortel determines that the Price applicable to such
Order would be reduced by more than ten percent (10%) as a result of
the implementation of the Change. Each JCO shall state whether the
requested Change shall increase or decrease the Price and/or time
required by Nortel for any aspect of its performance under the
Agreement with respect to such Order. Buyer shall accept or reject the
JCO in writing within ten (10) days of receipt thereof. Failure of the
Buyer to accept or reject the JCO in writing as described above shall
be deemed a rejection of the JCO by Xxxxx. In the event an accepted
JCO involves the return to Nortel of any Equipment which shall have
been previously delivered to Buyer, Nortel may invoice and Buyer shall
pay the transportation costs and Nortel's then-current restocking
charge for the returned Equipment.
f. Any increase or decrease in the Price with respect to an Order
hereunder which is occasioned by an accepted JCO shall be added to or
subtracted from, as applicable, the amount of the last payment due
pursuant to Section 6 with respect to such Order.
g. If Xxxxx rejects a proposed JCO, then the rights and obligations of the
parties with respect to the applicable Order shall not be subject to
Buyer's requested Changes, provided that Buyer shall promptly pay to
Nortel all of Nortel's additional costs and expenses incurred hereunder
in accordance with Xxxxx's requested Changes and Nortel's additional
costs and expenses subsequently
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
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incurred in order that Nortel may be able to perform Nortel's
obligations without modification by the requested Changes, and Nortel
shall be entitled to an extension of the dates for performance of its
obligations with respect to the applicable Order as a result of any
delays in such performance which result from the foregoing.
6. PRICING
With respect to Section 4, PRICES of the Agreement, the following
additional terms shall apply:
a. The prices set forth in Schedule A with respect to any Initial System
shall be in effect for a period which shall commence upon the
effective date of this Product Attachment and shall expire after six
(6) months. Nortel may in its sole discretion, thereafter, increase
any prices set forth in Schedule A upon sixty (60) days prior written
notice to Buyer. The prices listed in Schedule A shall apply to any
Order for an Initial System listed in Schedule A which shall be
received by Nortel prior to the effective date of any change in such
prices as permitted by this Section, provided that delivery date for
such Initial System as set forth in the applicable Order shall be not
more than one-hundred twenty (120) days after Nortel's acceptance of
such Orders.
b. The prices for Equipment and the fees for the right to use the Software
included in any Extension, prices for any Merchandise, and charges for
any Services, other than engineering and installation Services provided
with any Initial System shall be as subsequently agreed in writing by
Nortel and Buyer.
c. All transportation charges associated with the shipment of the Products
to Buyer are included in the prices, fees and charges as set forth in
the attached Schedule A.
7. TERMS OF PAYMENT
With respect to Section 5, TERMS OF PAYMENT, the following additional
terms shall apply:
a. With respect to each Initial System furnished hereunder by Nortel to
Buyer the price listed in Schedule A shall be invoiced by Nortel in
accordance with the following schedule:
(i) Twenty percent (20%) of such price may be invoiced upon Nortel's
acceptance of the Order for such Initial System,
(ii) Fifty percent (50%) of such price may be invoiced on the date of
shipment by Nortel to Buyer of the switch component of such
Initial System,
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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(iii) Twenty percent (20%) of such price may be invoiced on the
Turnover Date of such Initial System, and
(iv) Ten percent (10%) of such price may be invoiced on the date of
Acceptance of such Initial System.
b. With respect to each Extension furnished hereunder by Nortel to Buyer,
the applicable price determined in accordance with Section 6.b. of this
Product Attachment shall be invoiced by Nortel in accordance with the
following schedule:
(i) Twenty percent (20%) of such price may be invoiced upon Nortel's
acceptance of the Order for such Extension,
(ii) Fifty percent (50%) of such price may be invoiced on the date of
shipment by Nortel to Buyer of the Equipment included in such
Extension,
(iii) Twenty percent (20%) of such price may be invoiced on the
Turnover Date with respect to such Extension, and
(iv) Ten percent (10%) of such price may be invoiced on the date of
Acceptance of such Extension.
c. Except as may be otherwise agreed in writing by the parties Nortel's
prices for Merchandise and charges for any Services determined in
accordance with Section 6.b. above may be respectively invoiced upon
delivery of such Merchandise and upon performance of such Services by
Nortel.
8. TESTING, TURNOVER, AND ACCEPTANCE
Pursuant to Section 8.1 of the Agreement, the rights and obligations of
the parties with respect to testing, turnover and acceptance of any
Products furnished hereunder and installed by Nortel shall be as
follows:
a. Nortel shall provide Buyer with five (5) days written notice prior to
commencing final commissioning and testing of any Products installed
by Nortel. Buyer shall cause an authorized representative of Buyer to
be present at the applicable Installation Site to witness such final
commissioning and testing, provided that in the event such
representative fails to be present for any reason, Nortel shall not be
required to delay performance of such final commissioning and testing.
In connection with the final commissioning and testing of such
Products, Nortel shall test the Products for conformity with the
applicable Acceptance Criteria. When such tests have been successfully
completed, Nortel shall provide Buyer with written notice ("Turnover
Notice") that the applicable Products meet such
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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Acceptance Criteria and are ready for Buyer's testing for
compliance with such Acceptance Criteria. Buyer shall promptly
complete and return to Nortel Buyer's acknowledgment of receipt of
such Turnover Notice.
b. Following the Turnover Date, Buyer may test the applicable Products
for compliance with the Acceptance Criteria using the tests and test
procedures contained in Nortel's Installation Manuals with respect to
such Products. Within fifteen (15) days following the Turnover Date of
the applicable Products, Buyer shall notify Nortel either that Buyer
has accepted such Products in writing using Nortel's standard
Acceptance Notice form or that Buyer has not accepted such Products in
which case Buyer shall also provide Nortel with a written notice
("Notice of Deficiency") which shall provide in reasonable detail the
manner in which Buyer asserts that the Products failed to meet the
Acceptance Criteria. With respect to any such details with which
Nortel agrees, Nortel shall promptly proceed to take appropriate
corrective action and following correction, Buyer may retest the
Products in accordance with this Section. Buyer shall accept the
Products in writing without delay when the tests pursuant to this
Section indicate that the Products comply with the Acceptance
Criteria.
c. With respect to any points of disagreement between Nortel and Buyer
concerning any Notice of Deficiency which are not resolved by Nortel
and Buyer within ten (10) days after the effective date of the Notice
of Deficiency, Buyer, at its option, may waive any rights it may have
on account of any such points of disagreement, or require that the
disputed points be resolved by arbitration.
d. Buyer shall notify Nortel in writing of its election pursuant to
Section 8.c. not later than ten (10) days after the effective date of
the Notice of Deficiency, if any, given to Nortel by Buyer. Upon
expiration of such ten (10) day period unless Xxxxx has notified Nortel
to the contrary, Buyer shall be deemed to have elected to waive its
right with respect to any points of disagreement then existing between
it and Nortel with respect to such Notice of Deficiency.
e. If Xxxxx makes timely election to require arbitration of such disputed
points, the arbitrator shall be chosen by mutual agreement. If the
parties cannot agree upon an arbitrator within three (3) days of
Buyer's election to arbitrate, each party shall within three (3) days
thereafter select an independent and an unaffiliated person to be an
arbitrator. These two (2) persons selected shall select a third
person, independent and unaffiliated with either party, as a third
arbitrator. The arbitration shall be conducted in accordance with the
Rules of the American Arbitration Association, provided, however, that
the Arbitrator(s) shall be empowered to reduce the Prices of Products
only to the extent that the Arbitrator(s) find that the benefit of
Xxxxx's bargain has been reduced. The Arbitrator(s) shall not have any
authority to grant partial or total rescission unless the
Arbitrator(s) determine that (i) Buyer has not substantially received
the benefit of its bargain; and (ii) money damages will not provide an
adequate
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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remedy. Judgment upon the award rendered by the Arbitrator(s)
may be entered in any Court of competent jurisdiction.
f. For purposes of this Product Attachment, "Acceptance" of the applicable
Products shall occur upon the earliest of the following and Buyer shall
upon request sign Nortel's Acceptance Notice confirming such Acceptance
without any conditions, restrictions, or limitations of any nature
whatsoever:
(i) The date on which Buyer accepts such Products pursuant to Section
8.b. of this Product Attachment;
(ii) The failure of Buyer to provide Nortel with any notice required
by Section 8.b. of this Product Attachment, with respect to such
Products;
(iii) Use by Buyer of such Products or any portion thereof in
revenue-producing service at any time; or
(iv) Waiver by Buyer of its rights pursuant to Section 8.c or 8.d.
g. Acceptance by Buyer of such Products pursuant to Section 8.f of this
Product Attachment above shall not be withheld or postponed due to:
(i) Deficiencies of such Products resulting from causes not
attributable to Nortel, such as, but not limited to (A)
inaccuracy of information provided by Buyer, (B) inadequacy or
deficiencies of any materials, facilities or services provided
directly or indirectly by Buyer and tested in conjunction with
the applicable Products, (C) other conditions external to the
Products which are beyond the limits specified by Nortel in the
Specifications for the Products and which are used by Nortel in
performance calculations with respect to the Acceptance
Criteria, or (D) spurious outputs from adjacent material; or
(ii) Minor deficiencies or shortages with respect to such Products
which are attributable to Nortel, but of a nature that do not
prevent full and efficient operation of the Products.
h. With respect to any deficiencies of the type described
in Section 8.g.(i), Nortel shall at Buyer's request and expense assist
Buyer in the elimination or minimization of any such deficiencies.
With respect to any deficiencies or shortages as described in the
Section 8.g.(ii), Nortel shall, at Nortel's expense, take prompt and
effective action to correct any such deficiencies or shortages.
i. In the event Buyer's Acceptance of any Products is withheld or
postponed due to any deficiencies of the type described in Section
8.g.(i), Nortel shall invoice and Buyer shall pay Nortel's charges and
reasonable expenses incurred by Nortel
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
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associated with Xxxxxx's investigation of the reasons for Xxxxx's
withholding or postponement of such Acceptance.
9. WARRANTIES AND REMEDIES
With respect to Exhibit D, LIMITED WARRANTIES AND REMEDIES, the
following additional terms shall apply:
a. Except as set forth in Section 9.b. below, Nortel shall in performance
of its obligations under Section 2 of Exhibit D to the Agreement, (i)
ship replacement Equipment or complete the repair within thirty (30)
days of Nortel's receipt of the Equipment to be replaced or repaired,
and (ii) commence the correction of the applicable installation
Services within thirty (30) days of receipt of notice from Buyer
pursuant to Section 5 of Exhibit D to the Agreement.
b. For emergency warranty service situations involving the Equipment,
Nortel shall during the applicable Warranty Period use all reasonable
efforts to ship replacement Equipment within twenty-four (24) hours of
notification of the applicable warranty defect by Buyer pursuant to
Section 5 of Exhibit D to the Agreement, provided that Buyer shall
have requested such emergency service. Nortel may invoice Buyer and
Buyer shall pay Nortel's surcharge for emergency warranty services. If
Nortel determines that due to the particular circumstances, onsite
technical assistance is necessary, Nortel shall use all reasonable
efforts to dispatch emergency service personnel to the applicable
Installation Site within twenty-four (24) hours of receipt of notice
from Buyer as described above.
c. All Products to be repaired or replaced, both within and outside of the
applicable Warranty Period, shall be packed by Buyer in accordance with
Nortel's then-current instructions.
d. No later than ninety (90) days prior to the expiration of the Warranty
Period with respect to any Initial System, Nortel shall offer to Buyer
post-warranty support by means of an extended service plan or other
terms, provided that neither party shall have any obligation with
respect thereto except as may be agreed upon in writing by the parties.
10. NOTICES
Pursuant to Section 18.5 of the Agreement, any notices by Buyer to
Nortel which are specified to this Product Attachment shall be
delivered to the following address:
Northern Telecom Inc.
0000 Xxxxxxxx Xxxx.
Richardson, Texas 75082-4399
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
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Attn.: GM, Carrier Networks
11. ADDITIONAL TERMS
The following additional terms shall apply to the Agreement:
a. With respect to Section 14, BUYER'S RESPONSIBILITIES, the following
additional terms shall apply:
(i) Buyer shall be responsible for ordering and coordinating with each
applicable local telephone company the installation of all central
office trunks and test trunks and Buyer shall be responsible for
all utility charges associated with the installation, testing,
operation and maintenance of Products furnished hereunder,
including, but not limited to, all applicable charges for such
central office trunks, test trunks and any tie lines.
b. Nortel shall provide documentation with respect to the Products in
accordance with Schedule D to this Product Attachment.
NORTHERN TELECOM INC. DIGITAL TELEPORT, INC.
By: /s/ Xxxxxx Xxxx By: /s/ X. X. Xxxxxx
------------------------ -------------------------
(Signature) (Signature)
Name: Xxxxxx Xxxx Name: X. X. Xxxxxx
------------------------ -------------------------
(Print) (Print)
Title: Group VP & General Mgr. Title: Vice-President IC Support
------------------------ -------------------------
Date: 23 Oct 97 Date: September 25, 1997
------------------------ -------------------------
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
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Schedule A
SCHEDULE A
PART I. DMS-500 INITIAL SYSTEM
NORTEL SHALL ENGINEER THE DMS-500 INITIAL SYSTEM PROVIDED HEREUNDER IN
ACCORDANCE WITH NORTEL'S STANDARD ENGINEERING PRACTICES AND PROCEDURES. AFTER
NORTEL HAS ENGINEERED EACH DMS-500 INITIAL SYSTEM ORDERED BY BUYER HEREUNDER,
NORTEL SHALL PROVIDE BUYER WITH A DETAILED LIST OF THE COMPONENTS OF SUCH
DMS-500 INITIAL SYSTEM.
1.0 DMS-500 INITIAL SYSTEM (E:2880/W:5760 PORT MODEL)
1.1 DMS-500 INITIAL SYSTEM INCLUDES:
A DMS-500 Initial System (E:2880/W:5760 Port Model) shall
consist of the following configuration of Equipment and
Software:
a) SuperNode front end, 64K Single Bay Enhanced Network
and other common Equipment as follows:
- One (1) SuperNode equipped with BRISC60
processor, five (5) ninety six (96) megabyte
memory circuit packs per plane, Message
Switch, and SLM III.
- One (1) 64K Single Bay Enhanced Network to
support an Initial System wired for five
thousand seven hundred sixty (5760) T1 ports
and equipped with two thousand eight hundred
eighty (2880) ports.
- One (1) LLP wired for thirty six (36)
LIU7's, equipped with eight (8) LIU7
links and two (2) EIUs.
- Two (2) ISME frames equipped with service
and test circuits as well as four (4)
Enhanced Digital Recorded Announcement
Machine circuit packs each providing a
maximum of four (4) minutes of recordable
announcement time.
- Two (2) Input Output Equipment (IOE)
frames equipped with:
-> One (1) Mag Tape Device
-> Four (4) SCSI Disk Drive Units
-> Three (3) IOC Shelves
-> Four (4) I/O Controllers providing
thirty two (32) switch interface
ports
-> Four (4) X.25 Automatic File
Transfer circuit packs
- Two (2) MIS frames equipped with required
inverts and terminal block assemblies.
- Two (2) Meridian Cabinet Spare Storage
(MCSS) cabinet to house spares.
- Two (2) Power Distribution Center (PDC)
frames equipped with "A" and "B" feed fuse
panels & fuses as required.
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
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Schedule A
SCHEDULE A
PART I. DMS - 500 INITIAL SYSTEM
- Miscellaneous Switch Room Equipment as
follows:
-> Two (2) Maintenance Administration
Positions & one set MAP Furniture
-> Two (2) UDS 2440 Modems
-> Two (2) RTIF Terminals
-> One (1) MAP Printer
-> One (1) Helmsman Workstation and
CD-ROM documentation disks
-> One (1) Hardcopy of Northern
Telecom Practices documentation
b) SuperNode Line and Trunk configurable Equipment as follows:
- Six (6) DTEI frames wired for five
thousand seven hundred sixty (5760) ports
equipped with the following:
-> two thousand eight hundred eighty
(2880) SS7 ports
- One (1) ESMA frames wired for nine hundred
sixty (960) ports equipped with the
following:
-> nine hundred sixty (960) TR-303
Compliant Ports
c) DMS-500 Standard Software Features as set forth in Schedule
A, Part III, Section 1.0.
d) Nortel's standard compliment of switch spares.
1.2 DMS-500 INITIAL SYSTEM (E:2880/W:5760 PORT MODEL) PRICING
The price for the DMS-500 (E:2880/W:5760 Port Model) is ***
Dollars($ ***).
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
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Schedule A
SCHEDULE A
PART II. DMS-500 EXTENSIONS
1.0 DTEI PORT EXTENSIONS
1.1 EQUIPPING OF WIRED ONLY PORTS
The equipping of wired only ports shall be done in a minimum
increment of nine hundred sixty (960) ports, and applies only
to the two thousand eight hundred eighty (2880) unequipped
ports that are part of the wired configuration of the DMS-500
Initial (E:2880/W:5760) Port Model as defined in Part I,
Section 1.1 of this Schedule A. Each nine hundred sixty (960)
port increment includes the following:
a) Twenty (20) DS1 NT6X50AB circuit packs which Nortel
determines to be required in accordance with Nortel's
engineering rules for the DTEI Port Extension, based
on Buyer's Order;
b) Any required DTEI common circuit packs required to
support the equipping of nine hundred sixty (960)
wired only ports;
c) Any required 64K Single Bay ENET expansion, MS, or
processor memory expansions for the BRISC60
processor;
d) Any required Service/Test Circuits;
e) Any required Power Distribution Center (PDC)
Equipment; and
g) Spare circuit packs, if required, based on Nortel's
standard engineering sparing guidelines.
1.2 EQUIPPING WIRED ONLY PORT EXTENSION PRICING
Trunk Type Extension Price Based on 960 Ports
---------- ----------------------------------
SS7 Trunking Port $***/per port
2.0 DTEI PORT EXTENSION, FULLY WIRED AND FULLY EQUIPPED
2.1 DTEI PORT EXTENSION FULLY WIRED AND FULLY EQUIPPED
The prices for a DTEI Port Extension are sold in minimum
increments of nine hundred sixty (960) ports, are configured
for SS7/PTS or ISDN signaling at Buyer's request and include
the following:
a) DTEI hardware and XPM+;
b) Either UTR, STR, CTD for DTCs configured for SS7 or
PTS capability, or UTR and ISDN pre-processor circuit
packs configured for ISDN PRI capability;
c) Any required 64K Single Bay ENET expansion, MS, or
processor memory expansions for the BRISC60
processor;
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
15
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART II. DMS-500 EXTENSIONS
d) Any required Service/Test Circuits;
e) Any required Power Distribution Center (PDC)
Equipment;
f) Optional DTEI Equipment as outlined in 1.3 below at
defined pricing levels; and
g) Spare circuit packs, if required, based on Nortel's
standard engineering sparing guidelines.
2.2 DTEI PORT EXTENSION PRICES
Trunk Type Extension Price Based on 960 Ports
---------- ----------------------------------
SS7 Trunking Port $***/per port
PRI Trunk Port/Long Distance $***/per port
PRI Trunking Port/Local $***/per port
2.3 DTEI OPTIONAL EQUIPMENT
2.3.1 DIALABLE WIDEBAND
Nortel shall provide two (2) NTAX78AA circuit packs
per DTC instead of the standard timeswitch circuit
packs on new DTEI Port Extensions for an incremental
price of *** Dollars ($***) per DTC or
*** Dollars ($***) per DTEI frame.
Additional spares, if required, are
*** Dollars ($***) per circuit pack.
2.3.2 ECHO CANCELLATION
The incremental price to upgrade to the NT6X50EC
circuit pack from the standard NT6X50AB circuit pack,
at the time of the order, is *** Dollars ($***)
per port sold in forty eight (48) port increments for
*** ($***) each.
3.0 ESMA PORT EXTENSION, FULLY WIRED AND FULLY EQUIPPED
3.1 ESMA PORT EXTENSION FULLY WIRED AND FULLY EQUIPPED
The prices for an ESMA Port Extensions are sold in minimum
increments of nine hundred sixty (960) ports, are configured
for PTS or ISDN signaling at Buyer's request and include the
following:
a) ESMA Equipment;
b) Universal Tone Receivers (UTRs) and ISDN
pre-processor circuit packs when ISDN BRI capability
is required;
Confidential Materials omitted and filed separately with Securities and
Exchange Commission.
Asterisks denote omissions.
16
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART II. DMS-500 EXTENSIONS
c) Any required 128K Dual Bay ENET expansion, or
processor memory expansions for the BRISC60
processor;
d) Any required Service/Test Circuits; and
e) Any required Power Distribution Center (PDC)
Equipment.
3.2 EXTENSION PORT PRICES
Trunk Type Extension Net Price Based on 960 Ports
---------- --------------------------------------
ESMA Trunking Port $***/per port
4.0 LINK PERIPHERAL PROCESSOR (LLP)
4.1 LINK PERIPHERAL PROCESSOR EXTENSIONS
Link Peripheral Processor Extensions shall include the following and
shall be priced as set forth below. Buyer shall supply any and all
Chanel Banks, as required.
a) Link Peripheral Processor (LPP) Equipment including LIU7s
and/or EIU circuit packs;
b) Any required MS expansions for the BRISC60 processor;
c) V.35 or DS-0A interface Equipment to support wired
configurations at the time of the order; and
d) Sparing of unique circuit packs, if any, per standard
Nortel engineering sparing rules.
4.2 LINK PERIPHERAL PROCESSOR EXTENSION PRICES
The price for a Link Peripheral Processor Extension to an existing
Initial System wired for thirty six (36) links and equipped with eight
(8) links is *** Dollars ($***), including
installation.
4.2.1 LINK INTERFACE UNIT (LIU) CARD EXTENSIONS TO EQUIP
WIRED LPP
The price for each LIU7 added to an existing LPP is
*** Dollars ($***), excluding
installation.
4.2.2 ETHERNET INTERFACE UNIT (EIU) CARD EXTENSIONS TO
EQUIP WIRED LPP
The price for each EIU added to an existing LPP is
*** Dollars ($***), excluding
installation.
4.2.3 FRAME RELAY INTERFACE UNIT (FRIU) CARD EXTENSIONS TO
EQUIP WIRED LPP
The price for each FRIU added to an existing LPP is
*** Dollars ($***), excluding installation.
Confidential Materials omitted and filed separately with
Securities and Exchange Commission.
Asterisks denote omissions.
17
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART II. DMS-500 EXTENSIONS
5.0 DMS-500 HOST AND REMOTE SWITCHING LINE EQUIPMENT
5.1 DMS-500 HOST AND REMOTE SWITCHING EQUIPMENT
The startup fee and per line charge for Host and Remote Switching lines
are as follows:
5.1.1 Non-ISDN hardware for Host or Remote Switching includes
one (1) Line Group Controller (LGC) and one (1) Line
Concentrating Module (LCM) requiring a minimum of one hundred
(100) lines. The one (1) time start-up charge is ***
Dollars ($***).
5.1.2 ISDN hardware for Host or Remote Switching includes one
(1) Line Group Controller ISDN (LGCI) and one (1) Line
Concentrating Module ISDN (LCMI) requiring minimum of one
hundred (100) lines. The one (1) time start-up charge is
*** Dollars ($***).
5.2 DMS-500 HOST AND REMOTE SWITCHING EQUIPMENT PER LINE CHARGE
The startup fee and per line charge for Host and Remote Switching lines
are as follows:
Initial Per Line charge for POTS/MDC $***
(minimum 100 lines)
Initial Per Line charge for MBS lines $***
(minimum 100 lines)
Initial Per Line charge for BRI lines $***
(minimum 50 lines)
Extension Per Line charge for POTS/MDC $***
(minimum 100 lines)
Extension Per Line charge for MBS lines $***
(minimum 100 lines)
Extension Per Line charge for BRI lines $***
(minimum 50 lines)
6.0 DMS-500 REMOTE SWITCHING CENTER (RSC-S)
6.1 DMS-500 REMOTE SWITCHING CENTER (RSC) SINGLE CONFIGURATION
The Remote Switching Center (RSC-S) single configuration includes one
(1) single RSC-S plus one (1) Line Trunk Controller (LTC) requiring a
minimum of one hundred (100) lines. The one (1) time start-up charge is
*** Dollars ($***).
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
18
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART II. DMS-500 EXTENSIONS
6.2 DMS-500 REMOTE SWITCHING CENTER (RSC) DUAL CONFIGURATION
The Remote Switching Center (RSC-S) duel configuration includes one (1)
dual RSC-S plus two (2) Line Trunk Controller's (LTC) requiring a
minimum of one hundred (100) lines per RSC-S. The one (1) time start-up
charge is *** Dollars ($***).
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
19
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART III. DMS 500 STANDARD SOFTWARE FEATURES
(DMS-500 SYSTEM)
1.0 DMS-500 STANDARD SOFTWARE FEATURES
1.1 Nortel may deliver Software ordered hereunder in a single
Software load which may include Software which Buyer has not
yet licensed ("Non-licensed Software"). Except as set forth in
Section 1.2 below, Buyer shall not be entitled to use such
Non-licensed Software, until such time as the applicable right
to use fees are paid by Buyer pursuant to Section 1.5.
1.2 For the purpose of gathering market trial information and
prior to payment of any applicable right-to-use fees, certain
Non-licensed Software may be placed in service by Buyer on a
limited, non-revenue-generating, trial basis only ("Feature
Trial"). Buyer may request the right to evaluate such
Non-licensed Software for a maximum period of six (6) months
commencing as of the date of Nortel's written consent to such
Feature Trial. Xxxxxx shall respond to Xxxxx's request as
described above in writing. Within ten (10) business days
following expiration of the agreed to Feature Trial period,
Buyer shall notify Nortel in writing of its plans for
activation or deactivation of such Non-licensed Software, and
the corresponding number of units activated, if applicable.
1.3 Upon Buyer's placement of any Non-licensed Software in revenue
generating service, Buyer shall pay the applicable
right-to-use fees for such Non-licensed Software pursuant to
this Agreement, except as described in Section 1.2. Buyer
shall also have the option to pay the applicable right-to-use
fees for any Non-licensed Software upon installation of a
Software load containing such Non-licensed Software. For any
Non-licensed Software that is installed and added pursuant to
a product computing module load ("PCL") and or non-computing
module load ("NCL"), if any, the right-to-use fees shall be
the list price for such feature in effect as of the date of
activation.
1.4 To ensure Buyer's proper activation and/or usage of the
appropriate Software, Buyer shall properly notify Nortel at
the address specified in Section 9 of this Product Attachment
to the attention of Director, Sales Engineering, prior to the
activation and/or usage by Buyer of any Software. Buyer shall
identify all Software being activated and/or used (including
the number of units activated, if applicable) in each Intial
System.
1.5 Nortel shall promptly review notification from Buyer provided
pursuant to Section 1.4 above and identify any applicable
prerequisite Equipment or Software required by Buyer prior to
activation and/or usage of the applicable Software. Nortel
shall respond to Xxxxx's written notice by means of a price
quotation. Such price quotation shall include Nortel's consent
to activate and/or use such Software or notification that such
Software requires engineering to determine whether the current
switch configuration will require additional Equipment prior
to activation and/or usage. Upon Xxxxx's written acceptance of
Nortel's price quotation, Nortel shall grant its consent to
Buyer to activate and/or use such Software prior to payment of
the applicable right-to-use fees. However, under no
circumstances shall such Software be activated and/or used by
Buyer prior to Buyer's acceptance of Nortel's price quotation.
Nortel shall invoice Buyer for all applicable right to use
fees and associated feature activation engineering charges.
One hundred percent (100%) of such invoiced right to use fees
and engineering
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
20
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART III. DMS 500 STANDARD SOFTWARE FEATURES
(DMS-500 SYSTEM)
charges shall be due and payable within thirty
(30) days of the date of Nortel's invoice therefor.
1.6 Notwithstanding the foregoing, Buyer shall not be required to
pay additional right to use fees associated with the Software
licensed prior to the initial date of this Product Attachment.
1.7 Nortel reserves the right, every six (6) months to submit a
written report for each site containing a Software load. The
written report shall identify all Software activated and/or
used (including the number of incremental units activated, if
applicable) by Buyer during the applicable reporting period.
Buyer shall audit the report against Purchase Order(s) which
have been submitted by Buyer and accepted by Nortel during the
applicable period to determine the existence of any
discrepancies. Buyer shall submit such audited written report
to Nortel at the address specified in Section 9 of this
Product Attachment to the attention of Director, Sales
Engineering, within thirty (30) days from receipt of such
request.
1.8 Nortel also reserves the right to access by remote polling or
to conduct an on-site inspection of any site in which a
Software load is installed and/or to perform an on-site review
of Buyer's books and records related to such site to verify
activation and/or usage of Software.
1.9 Nortel shall issue invoices, for any applicable prices,
charges or fees, in addition to those amounts previously
invoiced, as a result of Buyer's activation and/or usage of
any Software that does not appear on Nortel's written report
or that appear as a result of Nortel's remote polling of an
Initial Systems.
1.10 Upon payment of the applicable right to use fees for Software
activated and/or used by Buyer, Buyer shall receive a
non-exclusive paid-up license to use such Software in
accordance with the provisions of this Agreement. Nortel may
immediately terminate the applicable license granted hereunder
for Buyer's failure to pay the applicable right to use fees
for such Software which has been activated and/or used.
1.11 The obligations of Buyer under this Section 1 shall without
limitation survive the termination of this Agreement and shall
continue if the Software is removed from service. Xxxxx agrees
to indemnify Nortel or Third Party Software Vendors as
appropriate for any loss or damage resulting from a breach of
this Section 1.
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
21
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART III. DMS 500 STANDARD SOFTWARE FEATURES
(DMS-500 SYSTEM)
2.0 LLT0B0005 SOFTWARE INCLUDED IN THE DMS-500 INITIAL SYSTEM
The following represents the LLT0B0005 Software packages that are
included in the price of the DMS-500 Initial System (E:2880/W:5760 Port
Model). The following is a list of Software only and does not include
any/all required Equipment to provide feature functionality.
Feature/Package Description
--------------- -----------
UCS00005 UCS Tandem Services
BAS00003 Base Generic
BAS00001 Base COOK
BAS00002 Base ANI
BAS00004 Base OA&M
BAS00007 Base Logs
BASE0001 Base
BASE0009 Base SN Series 70 Processor
TEL00001 Telecom Layer
BAS00020 Base Flexible Bellcore AMA
BAS00028 Base DPP
LOC00001 Local Services
SS700001 SS7 Trunk Signalling
UDD00001 UDD Services
WLC00001 World Line Card Enhanced
EQA00001 Equal Access Local
EQA00002 Equal Access Toll
TEL00008 Tel CCS7 Base
MDC00002 MDC Meridian Special Attendant Console
MDC00004 MDC CLASS on MDC
MDC00008 MDC MBS Standard
MDC00009 MDC PRO
MDC00033 MDC Name/Number Blocking
MDC00010 MDC CLASS on MDC/MPV II
MDC00036 MDC SMDR for PVN
NIO00012 NI-1 PRI Interworking with 4E/5ESS
NIO00022 NIO ISDN PRI Base
DTP00001 Datapath
Additional software packages included in the DMS 500 (E:2880/W:5760)
initial system:
N00R00001 N00 ROUTING
N00 routing
Info Digit 24 Functionality
NSER0001 NETWORK SERVICES
ANI Delivery on DALTIE
STS/Netinfo Mapping
NPRI0001 NETWORK INTERFACES PRI
PRI D-Channel Backup
Access Transport
UDWS0001 UCS DWS
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
22
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART III. DMS 500 STANDARD SOFTWARE FEATURES
(DMS-500 SYSTEM)
DWS FG-D ISUP
DWS IMT ISUP
DWS PRI
CRDS0001 CARD SERVICES
Calling Card
Enhanced Calling Card
TCN Log Enhancements
MCCS Dedicated
CRDS0002 TCAP BASED CARD SERVICES
CI Command TESTSS
TCAP Based TCN
CRDS0003 MCCS MVP CARD SERVICES
MCCS Mechanized Voice Prompts
UTRS0001 ROUTING
Carrier ID Code Routing
NSER0002 TCAP BASED AUTHCODE AND
ACCOUNT CODE VALIDATION
TCAP Based Account Code and
Private Speed Validation
TCAP Based Authorization Code
Validation
NSER0003 INTER/INTRA IMT SUPPORT
Inter/Intra IMT Support
PRLT0001 RELEASE LINK TRUNK
AIN00002 AIN ESSENTIALS RELEASE 0.1
AIN00001 AIN PRIMER
ENSR0001 EOPS REORIGINATION
The Buyer has a Software license for the following three (3) Software
features which may be used on a maximum of five thousand (5000) MDC*
lines. For each additional line in excess of the initial five thousand
(5000), the Software fee is fourteen dollars ($14.00) per each MDC*
line, for each of the following three (3) MDC* Software features.
FEATURE/PACKAGE DESCRIPTION
--------------- -----------
MDC00001* Meridian Digital Centex Minimum
MDC00003* MDC-MDC Standard
MDC00007* MDC MBS Minimum
The Buyer currently does not have a Software license for any Class*
Lines configured for the DMS-500 Initial System. The following nine (9)
Class* Software features have a Software License fee of twenty nine
dollars ($29.00) per each Class* line:
FEATURE/PACKAGE DESCRIPTION
--------------- -----------
RES00003* RES Display Functionality and Privacy
RES00005* RES Non Display Services
RES00006* RES Service Enabler
RES00021* RES Anonymous Caller Rejection
RES00030* RES Customer Tracing
RES00032* RES Selective Call Forward
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
23
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART III. DMS 500 STANDARD SOFTWARE FEATURES
(DMS-500 SYSTEM)
RES00033* RES Selective Call Rejection
RES00034* RES Distinctive Ringing Call Waiting
RES00035* Selective Call Acceptance
The Buyer currently does not have a Software license for any BRI* Lines
configured for the DMS-500 Initial System. The following three (3) BRI*
Software features have a Software License fee of Two Hundred Fifty
Dollars ($ 250.00) per line, which is applicable for host lines, Remote
Switching Lines and AccessNode lines.
FEATURE/PACKAGE DESCRIPTION
--------------- -----------
NI000007* "ISDN Base"
NI000008* "Basic Rate Interface"
NI000010* "NI-1 Packet Services"
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
24
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART IV. DMS 500 OPTIONAL SOFTWARE FEATURES
(DMS-500 SYSTEM)
1.0 DMS-500 OPTIONAL SOFTWARE FEATURES
1.1 LLT0B005 SOFTWARE OPTIONAL TO THE DMS-500 INITIAL SYSTEM
The following represents the LLT0B005 optional Software packages that
are not included in the price of the DMS-500 Initial System
(E:2880/W:5760 Port Model) as defined in Schedule A, Part I, Section
1.0 of this Product Attachment. The following Software represents those
feature packages that may be ordered by Buyer at an additional price
for DMS-500 Initial System and does not include any/all required
Equipment to provide feature functionality.
ORDER CODE DESCRIPTION LIST PRICE
---------- ----------- ----------
ACD00001 ACD BASE See Note
The fee is $500 per ACD line plus $5,000 per ACD user group.
ACD00002 ACD CompuCALL See Note
The fee is $7,500 per switched virtual circuit.
ACD00004 ACD Networking See Note
The fee is $25,000 for the first 100 Network ACD lines plus $500.00 per
Network ACD line over the first 100.
ACD00005 ACD MIS See Note
The fee is $250 per ACD line.
ACD00006 ACD Miscellaneous $52,000
ACD00007 ACD Compucall-Func See Note
The fee is $42,000 per switched virtual circuit.
ACD00008 ACD Ctrx Coord V&Dta See Note
The fee is $5,000 per 100 Centrex lines.
ACD00009 ACD Network ACD on SS7 See Note
The fee is $400.00 per ACD line.
ACD00010 ACD Newwork ACD on PRI See Note
The fee is $400.00 per ACD line.
AIN00001 AIN Primer See Note
The fee is $80,000 Net (not subject to any discounts) to be paid annually.
AIN00002 AIN Essentials $700,000
BAS00027 BAS SCM-SLC96 Spec Svcs $12,000
CAIN0200 XXXX Extended Parms $50,000
CAIN0300 XXXX SCP Simulator $30,000
CAIN0400 XXXX Test Query Tool $30,000
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
25
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART IV. DMS 500 OPTIONAL SOFTWARE FEATURES
(DMS-500 SYSTEM)
ORDER CODE DESCRIPTION LIST PRICE
---------- ----------- ----------
CAIN0500 XXXX CUSTDP Trigger $100,000
CAIN0501 XXXX SPECDIG Trigger $100,000
CRDS0001 Basic/Enhanced Calling Card Service $120,000
CRDS0002 TCAP Based Card Service $25,000
CRDS0003 MCCS MVP $50,000
DTP00002 CLASS for Datapath See Note
The fee is $4,000 for the first 100 Datapath* lines plus $1,000 per
100 Datapath* lines over the first 100.
ENS00001 ENS LDT PSAP $125,000
ENS00002 ENS ACD PSAP See Note
The fee is $47,000 plus $2,000 per E911 position. The fee is $32,000
plus $2,000 per E911 position if ENS00001 has been previously licensed.
ENS00005 ENS E911 $15,000
EQA00003 EQA Celular Intrcnect-EO $15,000
EQA00004 EQA Celular Interconnect $25,000
EQA00006 EQA C7ISUPIrlta CntnEAEO $100,000
EQA00007 EQA EA Alt Sw Point $35,000
EQA00008 EQA POTS IraLATA PICeaeo $20,000
EQA00009 EQA IBN IraLATA PIC EAEO $20,000
EQA00010 EQA En.WATS opratn(POTS) $20,000
EQA00011 EQA Equal Access OSS $8,000
EQA00012 EQA C71SUPIerLta Xxxx.XX $120,000
LEA00001 LEAS-Toll See Note
The fee is $145,000 for the first 50,000 Directory numbers plus $20,000
for each additional Group of 10,000 Directory numbers over the first 50,000.
LEA00002 LEAS-Local $22,500
MDC00005 MDC MBG Minimum $73,500
MDC00006 MDC MBG Standard $167,500
MDC00011 MDC PVN $195,000
MDC00012 MDC Tailored MDC 1 $26,500
MDC00013 MDC Tailored MDC 2 $40,000
MDC00016 MDC Tailored NARS $50,000
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
26
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART IV. DMS 500 OPTIONAL SOFTWARE FEATURES
(DMS-500 SYSTEM)
ORDER CODE DESCRIPTION LIST PRICE
---------- ----------- ----------
MDC00034 MDC Enhanced WATS $20,000
MDC00035 MDC Teen Service See Note
The fee is $5,000 per 100 MDC lines
N00R0001 In-Switch NOO/NXX Service $100,000
N00R0002 TCAP NOO/NXX Service $125,000
NI000002 NI0 DataSPAN See Note
The fee is $20,000 per LPP cabinet.
NI000004 NI0 DWS See Note
The fee is $50,000 plus $11,500 per DWS Access link.
NI000023 NI0 Intertol ISUP & SS7 $200,000
The fee for the functional group PROV0001 is included in the fee for
NI000023
NI000027 NI0 DWS Flexible Acc $71,500
NI000028 NI0 DWS Carrier Acc $200,000
NPRI0001 PRI Network Interface $25,000
NSER0001 Base Network Services $100,000
NSER0002 TCP Based Authcode, Acct. Code & Pvt. Speed Dial Vailidation $20,000
NSER0003 FI+ Inter/Intra IMT Support $50,000
NTS00005 NTS E800 US $60,000
RES00001 RES Access Management $8,000
RES00002 RES Advanced Custom Calling See Note.
The fee is $15,000 for the first 100 Advanced Custom Calling featured
lines plus $2,500 for each additional 100 featured lines. This capability
is sold in increments of 100 featured lines.
RES00004 RES I/F Functionality See Note.
The fee is $35,000. If NTX732 has been previously purchased, the fee is $5,000.
RES00007 RES Signlng, Routing, OAM $20,000
RES00010 RES Telemetry Applic. See Note
The fee is $30,000 plus $5,000 per utility telemetry trunk.
RES00011 RES Univ. Acc to CLASS See Note.
The fee is $169,500 for the first 5000 equipped lines plus
$90,000 for each additional 5000 equipped lines over the first
5000.
RES00013 RES Ext. Bridged Svcs. $7,500
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
27
Digital Teleport (DTI)
Carrier Product Attachment
Schedule A
SCHEDULE A
PART IV. DMS 500 OPTIONAL SOFTWARE FEATURES
(DMS-500 SYSTEM)
ORDER CODE DESCRIPTION LIST PRICE
---------- ----------- ----------
RES00014 RES Call Wake Up Svc. See Note.
The fee is $15,000 per switch.
RES00015 RES Sub Act Code Blking $20,000
RES00016 RES Expansion Svcs. See Note.
The fee is $20,000 for the first 100 Single Line Variety pack featured
lines plus $1,500 for each additional 100 featured lines over the first 100
featured lines. This capability is sold in increments of 100 featured lines.
RES00017 RES Teen Service See Note.
The fee is $11,500 for the first 100 Teen lines plus $1,500
for each additional 100 Teen lines over the first 100.
RES00018 RES & MDC Warm Line $5,000
RES00022 RES Calling Na Del Blkng $8,000
RES00024 RES VSLE & Call Logging $50,000
RES00025 RES Call Waiting Display See Note.
The fee is $15,000 for the first 5000 EQUIPPED lines plus $15,000 for
each additional 5000 EQUIPPED lines over the first 5000. This
capability is sold in increments of 5,000 equipped lines.
RES00027 RES Visual Msg. Waiting $10,000
RES00028 RES Bulk Call Line ID See Note.
The fee is $20,000 for the first 50 data links plus $10,000
for each additional 25 links over the first 50.
RES00029 RES Auto. Recall $5,000
RES00030 RES Customer Tracing $3,500
RES00031 RES Cust Tracing Enh $3,500
RES00037 RES Sbscr Prgmbl Rng Ctl $13,000
RES00039 RES SMDI CLID Suppr $12,000
UDWS0001 DWS Base $175,000
UTRS0001 CIC Routing $90,000
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
28
Digital Teleport (DTI)
Carrier Product Attachment
Schedule B/Page 1
SCHEDULE B
SERVICES AND CHARGES
ENGINEERING
1. Nortel shall engineer each System furnished hereunder in accordance with
Nortel's engineering practices applicable to such Initial System at the
time such engineering is performed.
2. Nortel's charges for engineering each Initial System are included in the
prices and fees for the Initial System set forth in Schedule A.
3. The provision of any other engineering by Nortel and the charges associated
therewith shall be as subsequently agreed in writing by Xxxxxx and Buyer.
INSTALLATION
1. Nortel shall install each Initial System furnished hereunder at the
applicable Installation Site in accordance with Nortel's installation
practices applicable to such Initial System at the time such installation
is performed.
2. Nortel's charges for performance of such installation are included in the
prices and fees for the Initial System set forth in Schedule A.
3. The provision of any other installation by Nortel and the charges
associated therewith shall be as subsequently agreed in writing by Nortel
and Buyer.
ADDITIONAL SERVICES
1. All other services to be furnished hereunder shall be subject to written
agreement of the parties which shall set forth the terms and conditions
applicable to the provision of such services and a description of such
services and the charges for such services.
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
29
Digital Teleport (DTI)
Carrier Product Attachment
Schedule C/Page 1
SCHEDULE C
DELIVERY
INTENTIONALLY LEFT BLANK
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
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Schedule D/Page 1
SCHEDULE D
DOCUMENTATION
Certain documentation with respect to the Products may be made available to
Buyer on CD-ROM pursuant to the terms and conditions set forth below.
In addition, Nortel may furnish to Buyer such other documentation with respect
to the Products as Nortel deems appropriate.
HELMSMAN TERMS AND CONDITIONS
1. DEFINITIONS
"CD-ROM" shall mean a compact disk with read-only memory.
"CD-ROM Software" shall mean the computer programs which provide basic
logic, operating instructions or user-related application instructions with
respect to the retrieval of CD-ROM Documentation, along with the documentation
used to describe, maintain and use such computer programs.
"CD-ROM Documentation" shall mean the documentation that Nortel makes
available to its customers on CD-ROM with respect to DMS-250,DMS-300, and/or
DMS-STP Systems.
2. SCOPE
With the delivery of each Initial System ordered by Buyer, Nortel shall
deliver a CD-ROM on which the appropriate CD-ROM Documentation is contained and
a user manual which shall set forth the procedures by which buyer may use the
CD-ROM Software to access to the CD-ROM Documentation.
Buyer shall be solely responsible for obtaining, at its cost and expense,
any computer or other equipment and software required to use the CD-ROM, CD-ROM
Software and/or CD-ROM Documentation.
Buyer may order additional CD-ROMs from Nortel at Nortel's then current fees
therefor, and any such additional CD-ROMs shall be subject to these terms and
conditions.
3. LICENSE
Upon delivery of the CD-ROM, Nortel shall grant to Buyer a non-exclusive,
non-transferable and non-assignable license, subject to these terms and
conditions:
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
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(a) to use CD-ROM Software solely to access to the CD-ROM Documentation; and
(b) to use the CD-ROM Documentation solely to operate and maintain the Initial
System with which it was delivered.
Buyer acknowledges that, as between Nortel and Buyer, Nortel retains title
to and all other rights and interest in the CD-ROM Software and CD-ROM
Documentation. Buyer shall not modify, translate or copy the CD-ROM Software or
CD-ROM Documentation without Nortel's prior written consent. Buyer shall hold
secret and not disclose to any person, except Xxxxx's employees with a need to
know, any of the CD-ROM Software or CD-ROM Documentation.
Buyer shall not sell, license, reproduce or otherwise convey or directly or
indirectly allow access to the CD-ROM Software or CD-ROM Documentation to any
other person, firm, corporation or other entity.
Except to the extent expressly set forth in this Schedule D, Nortel shall
have no obligations of any nature whatsoever with respect to the CD-ROM Software
or the CD-ROM Documentation.
4. DISCLAIMER OF WARRANTY AND LIABILITY
NORTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH
RESPECT TO THE CD-ROM, CD-ROM SOFTWARE, CD-ROM DOCUMENTATION OR ANY INFORMATION
CONTAINED ON ANY OF THE FOREGOING OR ANY RESULTS OR CONCLUSIONS REACHED BY BUYER
AS A RESULT OF ACCESS TO OR USE THEREOF, OR WITH RESPECT TO ANY OTHER MATTER OR
SERVICE PROVIDED BY NORTEL, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR AGAINST INFRINGEMENT. NORTEL SHALL NOT BE LIABLE FOR ANY DIRECT,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER
INCLUDING ANY SUCH DAMAGES WHICH MAY ARISE OUT OF THE USE OF OR INABILITY TO USE
OR ACCESS THE CD-ROM, THE CD-ROM SOFTWARE, THE CD-ROM DOCUMENTATION, AND FURTHER
INCLUDING LOSS OF USE, REVENUE, PROFITS OR ANTICIPATED SAVINGS REGARDLESS OF HOW
SUCH DAMAGES MAY HAVE BEEN CAUSED.
5. GENERAL
Nothing contained in this Schedule D shall limit, in any manner, Nortel's
right to change the CD-ROM Software or CD-ROM Documentation or the design or
characteristics of Nortel's Products at any time without notice and without
liability.
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission.
Asterisks denote omissions.
