Exhibit 10.1
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CAPACITY AGREEMENT
BETWEEN
VERIZON NORTHWEST INC.
AND
CYPOST CORPORATION
FOR THE
STATE OF WASHINGTON
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-1- January 4, 2001
CAPACITY AGREEMENT
THIS AGREEMENT is made and entered into by and between Verizon Northwest Inc.
(f/k/a GTE Northwest Incorporated) (hereinafter "VERIZON") and CyPost
Corporation (hereinafter "CYPOST") for VERIZON to provide certain
telecommunications capacity to CYPOST outside of VERIZON's filed exchanges.
VERIZON and CYPOST are sometimes referred to collectively as the "Parties" or
individually as a "Party".
In consideration of the mutual covenants and agreements contained herein, the
Parties hereby agree as follows:
1.0 Provision of Service - VERIZON will provide CYPOST the circuit
facilities (the "Services") described in the Service Attachment from
the border of VERIZON's filed exchanges to CYPOST's facilities or
access provider's facilities located at 0000 0xx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx, located out of VERIZON's filed exchanges.
1.1 For the Service identified in the Service Attachment, CYPOST
will submit an Access Service Request ("ASR") form to
provision the Services and to specify the in-service date
within thirty (30) days of execution of this Agreement
unless otherwise agreed to in writing by both Parties.
1.1.1 In the event CYPOST elects to order additional
capacity from locations set forth in Schedule One
subsequent to execution of this Agreement, CYPOST
will submit an ASR form to provision circuits and
to specify the in-service date. Each such accepted
ASR shall form a part of this Agreement subject to
the terms and conditions hereof. Additional
capacity requiring special construction shall
require an Addendum to this Agreement.
1.2 The Parties mutually agree to adopt the provisions of the
GTOC Tariff FCC No. 1 (to include changes to the tariff that
are made during the term of this Agreement) for the services
covered by this Agreement, except as otherwise stated in
this Agreement. (Note: The GTOC Tariff FCC No. 1, including
applicable rates and charges, will govern for service
located in VERIZON's filed exchanges.) The parties deem the
services to be jurisdictionally interstate.
1.3 When Service is delivered on or after the committed due date
of the ASR by VERIZON, billing will either commence on the
date of CYPOST acceptance of the Service or, if CYPOST is
not ready to accept the Service, CYPOST agrees to accept
commencement of billing by the 1st day of the month
following the date of VERIZON's notification to CYPOST of
the Service completion, whichever is sooner.
2.0 Term, Termination and Effective Date
2.1 This Agreement shall become effective on the date this
Agreement is fully executed by both Parties and shall
continue in effect for one (1) year (the Initial Term).
After the Initial Term this Agreement will continue in
effect until either Party gives the other Party at least
ninety (90) calendar days' prior written notice of
termination of the Agreement. The service term for each
Service set forth in the Service Attachment shall begin on
the in
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
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service date on the ASR and shall continue in effect for the
term set forth in the Service Attachment (the Service
Commitment Term).
2.1.1 Early Termination. If CYPOST desires to terminate
either this Agreement or any specific Services
provided in the Service Attachment or subsequent
additional capacity order via ASR under this
Agreement and before expiration of the Service
Commitment Term or does not submit an ASR as set
forth in Section 1.1, a termination charge shall
apply as follows:
2.1.1.1 Monthly Recurring Charges other than
Special Construction. A Termination
charge shall apply to the remaining
monthly recurring charges set out in
Schedule One (other than monthly
recurring charges identified for special
construction) at the percentage outlined
below:
Termination Charge Percentage to be
Termination During Applied to the Remaining Monthly Payments
------------------ -----------------------------------------
Year 1 40%
Year 2 35%
Year 3 30%
Year 4+ 25%
2.2 In the event of termination of this Agreement by VERIZON
after the Initial Term of the Agreement, any Service
Commitment Term which extends beyond the effective date of
such termination shall remain in effect for the agreed upon
time period, as outlined in the Service Attachment,
subsequent Addendums, and/or ASRs, subject to all of the
terms and conditions of this Agreement.
3.0 Price and Payment
3.1 Pricing for the Service provided by VERIZON under this
Agreement consists of a monthly recurring charge ("MRC") for
transport (this will include the facility mileage and
related facility terminations) and a non-recurring charge
("NRC") for initial service installation. VERIZON sonet
transport is not usage based.
3.2 Additional capacity added subsequent to the execution of
this Agreement by ASR will be treated as an addendum and
charges for the Services outlined in Schedule One will be
applied.
3.3 Available services, terms, and pricing are set out in
Schedule One. CYPOST's selected Services, Service Commitment
Terms, and pricing are set out in the Service Attachment.
3.4 VERIZON will xxxx CYPOST for provision of service. Bills
will be sent to an address provided by CYPOST. Acceptable
billing media are paper, magnetic tape or common electronic
media currently in use by both Parties.
4.0 Responsibilities of CYPOST - In addition to the obligations described
elsewhere in this Agreement and as set out in the GTOC Tariff FCC No.
1, CYPOST will be responsible for:
4.1 The delivery of traffic from the designated "meet-me-room"
or other special construction location as set forth in the
Service Attachment to the CYPOST switch. CYPOST is also
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-3- January 4, 2001
responsible for ensuring that VERIZON has access to the
facilities for maintenance and provisioning of Service.
4.2 Creation of specific Common Language Location Identification
(CLLI) code to depict the Access Customer Terminal Location
(ACTL).
5.0 Responsibilities of VERIZON - In addition to the obligations described
elsewhere in this Agreement and as set out in the GTOC Tariff FCC No.
1, VERIZON will be responsible for:
5.1 Testing and maintaining the circuits provided under this
Agreement based on VERIZON standards.
5.2 Maintenance of engineering and equipment hardware assignment
records associated with the out-of-franchise facility.
5.3 Notifying CYPOST fifteen (15) calendar days in advance of
any scheduled maintenance or installation activity that
could affect the quality of Service being provided to
CYPOST. This notification does not apply to trouble
reporting or day-to-day maintenance activity required to
maintain quality Service for all of the customers of
VERIZON.
6.0 Joint Cooperative Responsibilities - VERIZON and CYPOST will work
cooperatively on the following items:
6.1 Repair testing and fault isolation to identify the location
of a network problem (CYPOST network vs. VERIZON network).
6.2 Both Parties agree to provide to the other contact lists and
trouble escalation requirements for trouble report
resolution.
6.3 Both Parties will work together to provide sufficient
information required to resolve reported troubles. It is
recognized that trouble can exist in either Party's network
and that the information provided by a party will conform to
the other's existing system and infrastructure platforms.
The information reported by a party will be specific to
individual network troubles. Trouble reports by a party will
not need to conform to the automated format of the other
party's trouble-reporting system.
7.0 Maintenance of Service
7.1 Upon discovering trouble in the Service, each Party will use
commerically reasonable efforts to isolate and repair the
service trouble if determined to be in its network. Each
Party will assist the other in isolating and clearing
reported trouble so as to expedite the restoration of
Service.
7.2 VERIZON is responsible for maintaining and managing the
network provided by VERIZON as part of the Service. VERIZON
may apply protective network management controls as a result
of unexpected occurrences including, but not limited to,
failure or overload of VERIZON or CYPOST facilities due to
natural disaster or national security demands.
7.3 VERIZON reserves the right to groom facilities onto or off
of various facilities it controls. VERIZON may choose to
groom the entire traffic onto a different transmission
system.
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-4- January 4, 2001
VERIZON will notify CYPOST thirty (30) calendar days prior
to such an event and will work to minimize operational
impacts.
8.0 Assignment
Except for assignments and delegations to a parent company, a wholly
owned subsidiary, or a wholly owned subsidiary of a parent company,
which shall not require consent of the other Party, any assignment by
either Party of any right, obligation or duty, in whole or in part,
interest hereunder shall be void without the written consent of the
other Party. Such consent shall not be unreasonably withheld. All
obligations and duties of any Party under this Agreement shall be
binding on all successors in interest and permitted assigns of such
Party.
9.0 Amendment and Waivers
This Agreement, including any exhibits or attachments hereto, may be
modified or additional provisions may be added by written agreement
signed by or on behalf of both Parties. No amendment or waiver of any
provision of this Agreement and no consent to any default under this
Agreement shall be effective unless the same shall be in writing and
signed by both parties. In addition, no course of dealing or failure
of any Party to strictly enforce any term, right or condition of this
Agreement shall be construed as a modification or waiver of such term,
right, or condition. In the event VERIZON and CYPOST subsequently
agree that VERIZON shall provide additional or enhanced services not
otherwise described in this Agreement, then the Parties will, by
appropriate addenda, provide for such services and their cost and make
the same subject to the terms and conditions of this Agreement.
10.0 No Offer
Submission of this Agreement for examination or signature does not
constitute an offer by VERIZON for the provision of the Services
described herein. This Agreement shall be effective only upon
execution by both Parties as provided in Section 2.1.
11.0 Governing Law
This Agreement is to be governed and construed according to the laws
of the State of Washington, excluding its choice of law rules.
*Tariffs under the GTE name continue to be applicable to the companies
under the Verizon names.
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-5- January 4, 2001
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
effective as of the day and year last written below.
CYPOST CORPORATION VERIZON NORTHWEST INC.
f/k/a GTE NORTHWEST INCORPORATED
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------------- -------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxx
Title: President Title: Vice President - Access
Product/Platform Management
Date: January 4, 2001 Date: 1/20/01
APPROVED AS TO FORM
AND LEGALITY
/s/ X. Xxxxx
-------------------
ATTORNEY VERIZON
Date: 18 Jan 01
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-6- January 4, 2001
Page 1 of 1
Schedule One
Available Service Locations/Rates and Charges
1. Service Locations. Services to STTLWAWB are available from the subtending
end office of the following nodes:
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To the meet point at the boundary of Verizon
From* Northwest's franchise area connecting to:
---- ----------------------------------------
STTLWAWB BOTHWAXB Bothell
STTLWAWB RDMDWAXA Redmond
*Westin Xxxxxxxx-0000 0xx Xxxxxx, Xxxxxxx XX 19th Floor meet-me-room
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2. MRCs Available for Service Locations Above:
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1 Year 3 Year 5 Year 7 Year
------ ------ ------ ------
DS3 $1,500 $1,300 $1,100 $1,000
OC3/OC3c $3,200 $2,800 $2,500 $2,200
OC12/OC12c $6,500 $6,100 $5,750 $5,300
OC48/OC48c $19,000 $18,000 $17,000 $16,000
Ref" ICB# XX0000000
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3. Non-recurring charges (NRCs) may apply if special construction is required.
4. Separate from and in addition to the charges reflected above, applicable
GTOC Tariff FCC No. 1 rates will apply for the in-franchise portion of the
service offering. Tariffs under the GTE name continue to be applicable to
the companies under the Verizon names.
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-7- January 4, 2001
Page 1 of 1
Service Attachment
Service Locations/Rates and Charges
1. Service Description(s):
Route 1
One (1) DS3 facility between Verizon's Redmond central office
(RDMDWAXAH41), located at 0000 000xx XX, Xxxxxxx, Xxxxxxxxxx and CYPOST's
facility (STTLWAWBN21), located at 0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx,
i.e., the Westin Building.
2. Service Commitment Term and Pricing:
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Service
Unit Service From To Commitment Term MRC Total MRC
---- ------- ---- -- --------------- --- ---------
1 DS3 STTLWAWBN21 RDMDWAXAH41 1 Year $1,500 $1,500
(ICB##XX0000000)
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3. Separate from and in addition to the charges reflected above, applicable
GTOC Tariff FCC No. 1 rates will apply for the in-franchise portion of the
service offering. Tariffs under the GTE name continue to be applicable to
the companies under the Verizon names.
VERIZON PROPRIETARY
Capacity Agreement - VERIZON/CYPOST
-8- January 4, 2001
