EXHIBIT 10.6
[LETTERHEAD]
December 6, 1995
Xx. Xxxxxxx Xxxxxx
President
Xxxxxx Communications Company
00000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Re: (Duplicate) signed original- DMS-MTX Cellular Supply Agreement
Dear Xx. Xxxxxx:
Enclosed please find your signed original Cellular Supply Agreement.
Please note that changes in the Agreement were made subsequent to your
signature, as mutually agreed upon and acknowledged by the parties in Xxxx
Xxxxxxx'x letter of 11/30/95 (see enclosed copy).
The referenced changes are as follows:
(1) The language set out in the 11/30/95 letter was incorporated in the
Agreement as new Section 24.1 (and all subsequent sections renumbered
for conformity).
(2) The words "Subject to Section 24.1 herein" were added to the beginning
of Section 17.5.
Also note, that the Effective Date and State of Incorporation for Xxxxxx
Communications Corporation were inserted into the opening paragraph of the
Agreement.
Your patience and cooperation in bringing this negotiation to a mutually
successful conclusion have been appreciated.
Very truly yours,
/s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx
Contracts Manager, Wireless Networks
(000) 000-0000
cc: Xxxxx Xxxxx
Xxxxx Xxxxx
[LOGO]
November 30, 1995
Dear Xxxxxxx,
Below is the language to be inserted into the Purchase Agreement. Thank you
for the business and have a wonderful holiday season.
"THIS CONTRACT SHALL BECOME EFFECTIVE UPON EXECUTION BY BOTH PARTIES, HOWEVER
NORTEL AGREES THAT IF THE CELLULAR LICENSES PURCHASED FROM TDS BY CUSTOMER
ARE NOT TRANSFERRED TO CUSTOMER BY THE LAST DAY OF FEBRUARY 1996, CUSTOMER
SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT AND SHALL COMPENSATE NORTEL
FOR IT'S REASONABLE EXPENSES INCURRED IN PERFORMANCE OF THIS CONTRACT."
Best regards,
/s/ Xxxx Xxxxxxx
X.X. Xxxxxxx
V.P. Sales
Nortel Wireless Networks
OKLAHOMA / TEXAS
EQUIPMENT PURCHASE
[LETTERHEAD]
December 20, 1995
Xxxxxx Communications Corporation
00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Subject: Executed Amendment No. 1 to Supply Agreement
Enclosure: (1) One (1) signed original, effective December 20, 1995
Dear Xx. Xxxxxxxx:
Northern Telecom Inc. ("NTI") hereby provides one fully executed copy of the
subject Amendment No. 1 (Enclosure (1)).
Should you have any questions concerning this agreement, please contact me at
(000) 000-0000 or facsimile (000) 000-0000.
Sincerely,
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Manager, Contracts Administration
cc: Xxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxx
AMENDMENT NO. 1
TO
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTHERN TELECOM INC.
Made as of this 20th day of December 1995, by and between Xxxxxx
Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma
corporation with offices at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxx Xxxx, Xxxxxxxx 00000 and Northern Telecom Inc. (hereinafter referred
to as "NTI" or "Seller"), a Delaware corporation with offices at 0000 X.
Xxxxxxx Xxxxxxxxxx, Xxxxxxxxxx, Xxxxx 00000.
WHEREAS, Xxxxx and Seller entered into a Supply Agreement dated as of
December 6, 1995 (the "Agreement"); and
WHEREAS, Buyer and Seller now wish to amend the Agreement to allow for the
purchase by Buyer of Additional Equipment as such is identified in Exhibit A
hereto;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Xxxxx and Seller agree as follows:
1. Buyer hereby agrees to purchase/license from Seller the Additional
Equipment, Software and Services set forth in Exhibit A hereto.
2. Execution of this Amendment No. 1 constitutes a firm, non-cancelable
Purchase Order for the Additional Equipment, Software and Services set forth
in Exhibit A hereto.
1
3. Notwithstanding the provisions of Section 5.2.1 hereof, the parties
understand and agree that, (i) the applicable purchase price as set forth
in Exhibit A hereof ("Purchase Price") only satisfies the volume level
requirements of Section 5.2.2; (ii) does not qualify for AE Credits as
provided in Section 5.2.1 and; (iii) only those future Purchase Orders
issued for amounts in addition to the Purchase Price will qualify for AE
Credits.
4. For purposes of this Amendment, the contingency language set forth in
Section 24.1 of the Agreement shall not apply.
5. Except as specifically modified by this Amendment, the Agreement in all
other respects continues in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by
their duly authorized representatives effective as of the date first set
forth above.
XXXXXX COMMUNICATIONS INC. NORTHERN TELECOM INC.,
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------- -------------------------------
Xxxxxxx Xxxxxx Xxxxxxx X. Xxxxx
----------------------------------- -----------------------------------
Type or Print Name Type or Print Name
Title: President Title: Group VP & GM
---------------------------- ----------------------------
Date: 12/20/95 Date: 12/20/95
------------------------------ -----------------------------
2
EXHIBIT A
1.0 ADDITIONAL EQUIPMENT
Delivery is currently scheduled for first quarter 1996.
1.1 SWITCH (SUPERNODE SE)
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
HARDWARE:
SuperNode SE Dual ICP (480 ports) 1 $1,197,497 $1,197,497
MCTM-I w/1 ICP (240 ports) 3 $310,000 $930,000
ICP Packfill (240 ports) 1 $257,625 $257,625
DTC Packfill (480 ports) 1 $210,320 $210,320
Turbo Link Interface 1 $4,239 Included
MP Controller CP for Billing Xler (NT1X29BA) 2 $3,150 $6,300
X.25 layer 2 Intersystem Linx Cont. (NT6X916B) 1 $1,705 $1,705
CCS7 8MEG Link Interface Unit (LIU V.35) 7 $13,352 $93,464
SNSE MAP Furniture 1 Included Included
Helmsman/Compass Documentation 1 $4,700 $4,700
SuperNode SE Spares 1 $175,486 $175,486
Hardware Subtotal $2,877,097
SOFTWARE: (SEE SECTION 2.0 FOR PACKAGES INCLUDED)
BCS Software License Fee LOT $25,000 $25,000
Packages available prior to MTX-01 (BCS 36) LOT $345,500 $345,500
MTX-01 Software Additions LOT $34,000 $34,000
MTX-02 Software Additions LOT $47,400 $47,400
Software Subtotal $451,900
EF & I:
NORTEL Engineer, Install & Commission LOT $262,012 $262,012
RF Engineering New System Performance
Optimization, Hand-off Adjustments in LOT $120,000 Included
accordance with Annex 8 hereof
EF&I Subtotal $262,012
25% SWITCH AND SOFTWARE DISCOUNT ($832,249)
STRATEGIC DISCOUNT ($665,799)
SWITCH NET TOTAL PRICE $2,092,960
A-1
1.2 SWITCH (TDMA DIGITAL UPGRADE)
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
TDMA DIGITAL SWITCH EQUIPMENT
MDSP Cabinet w/DSP Module, 2 DSPs & 2 Contrl 1 $60,426 $60,426
DSP Module (one shelf, 2 DSPs & 2 DSP Contrls) 2 $64,860 $129,720
DSP Cards (need 1 per 2 DRUs in digital mode) 12 $11,430 $137,160
DSP Controllers (need 1 per 4 DSPs) 0 $14,560 $0
MDSP Spares 1 $18,379 $18,379
TDMA CELL SITE EQUIPMENT
Dual Mode Radio Unit Monitor (DRUM) 35 $7,150 $250,250
Subtotal $595,935
EF&I:
Eng., Install & Commission with Initial System LOT $35,064 $35,064 $35,064
25% EQUIPMENT DISCOUNT ($148,984)
TDMA DIGITAL ADDITION NET PRICE $482,015
TDMA SPECIAL DISCOUNT ($482,015)
A-2
1.3 CELL SITES
1.3.1 OKLAHOMA B-SIDE MARKET
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
1. BRIDGEPORT
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
2. XXXXXX
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
3. XXXXXXX
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
4. CHICKASHA
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
5. CLINTON
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
6. ELK CITY
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
7. ELK CITY 2
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
8. FT. XXXX
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
9. GRACEMONT
24 Channel OMNI cell site (CC1016NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
A-3
1.3.1 Oklahoma B-Side Market - Continued
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
10. HOBART
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
11. ROLL
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
12. RUSH SPRINGS
24 Channel OMNI cell site (CC1016NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
13. SWEETWATER
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
14. XXXXXX
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
SPARES:
Cell Site Spares (ICRM/DRU) LOT $54,974 $54,974 $54,974
Oklahoma B-Side Cell Site Subtotal $2,253,784
DUAL-MODE RADIO UNITS:
Dual Mode Radio Unit (DRU) CCH & LCR 28 $10,500 $294,000
Dual Mode Radio Unit (DRU) VOICE CHANNELS 265 $10,500 $2,782,500
Radio Units Subtotal $3,076,500
EF & I:
Eng., Install & Commission 16 CH. Cell Site 2 $11,058 $22,116
Eng., Install & Commission 24/32 CH. Cell Site 12 $16,362 $196,344
Subtotal $218,460
25% CELL SITE DISCOUNT ($563,446)
25% RADIO UNITS DISCOUNT ($769,125)
STRATEGIC DISCOUNT ($1,066,057)
OKLAHOMA B-SIDE CELL SITE AND RADIO UNITS NET TOTAL PRICE $3,150,116
A-4
1.3.2 Texas B-Side Market
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
1. BORGER
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
2. CANADIAN
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
3. CLARENDON
24 Channel OMNI cell site (CC1016NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
4. XXXXXX
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
5. DARROUZETT
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
6. XXXXXXXXXX
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
7. FLOWERS
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
8. GRUVER
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
9. XXXX
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
10. PAMPA
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
A-5
1.3.2 Texas B-Side Market - Continued
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
11. XXXXXXX
24 Channel OMNI cell site (CC1024NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
12. WELLINGTON
24 Channel OMNI cell site (CC1016NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $152,544
SPARES:
Cell Site Spares (ICRM/DRU) LOT $54,974 $54,974 $54,974
Texas B-Side Cell Site Subtotal $1,946,502
DUAL-MODE RADIO UNITS:
Dual Mode Radio Unit (DRU) CCH & LCR 24 $10,500 $252,000
Dual Mode Radio Unit (DRU) VOICE CHANNELS 230 $10,500 $2,415,000
Radio Units Subtotal $2,667,000
EF&I:
Eng., Install & Commission 16 CH. Cell Site 1 $11,058 $11,058
Eng., Install & Commission 24/32 CH. Cell Site 11 $16,362 $179,982
EF&I Subtotal $191,040
25% CELL SITE DISCOUNT ($486,626)
25% RADIO UNITS DISCOUNT ($666,760)
STRATEGIC DISCOUNT ($922,700)
TEXAS B-SIDE CELL SITE AND RADIO UNITS NET TOTAL PRICE $2,728,466
A-6
1.3.3 Xxxx MSA Market
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- -------- -----
1. XXXX
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
2. XXXX 2
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
3. XXXXXX
24 Channel OMNI cell site (CC1016NU) 1 $152,544 $152,544
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners 0 Included Included
Subtotal $152,544
SPARES:
Cell Site Spares (ICRM/DRU) 0 $54,974 0 0
Xxxx Cell Site Subtotal $496,836
DUAL-MODE RADIO UNITS:
Dual Mode Radio Unit (DRU) CCH & LCR 6 $10,500 $63,000
Dual Mode Radio Unit (DRU) VOICE CHANNELS. 45 $10,500 $472,500
Radio Unit Subtotal $535,500
EF&I
Eng., Install & Commission 16 CH. Cell Site 0 $11,058 0
Eng., Install & Commission 24/32 CH. Cell Site 3 $16,362 $49,086
EF&I Subtotal $49,086
25% CELL SITE DISCOUNT ($124,209)
25% RADIO UNIT DISCOUNT ($133,875)
STRATEGIC DISCOUNT ($206,467)
ENID CELL SITE AND RADIO UNIT NET TOTAL PRICE $616,871
A-7
1.3.4 Oklahoma A-Side Market
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- -------- -----
1. XXXX
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
2. XXXXXX
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
3. BUFFALO
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
4. FREEDOM
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
5. FAIRVIEW
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
6. XXXXXXXX
32 Channel OMNI cell site (CC1032NU) 1 $172,146 $172,146
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $172,146
SPARES:
Cell Site Spares (ICRM/DRU) LOT $54,974 $54,974 $54,974
Oklahoma A-Side Cell Site Subtotal $804,790
DUAL-MODE RADIO UNITS:
Dual Mode Radio Unit (DRU) CCH & LCR 12 $10,500 $126,000
Dual Mode Radio Unit (DRU) VOICE CHANNELS 77 $10,500 $808,500
Radio Unit Subtotal $934,500
EF&I
Eng., Install & Commission 16 CH. Cell Site 5 $11,058 $55,290
Eng., Install & Commission 24/32 CH. Cell Site 1 $16,362 $16,362
Subtotal $71,652
25% CELL SITE DISCOUNT ($201,198)
25% RADIO UNIT DISCOUNT ($233,625)
STRATEGIC DISCOUNT ($347,858)
OKLAHOMA A-SIDE CELL SITE AND RADIO UNIT NET TOTAL PRICE $1,028,262
A-8
1.4 TRAINING
Prices for training are exclusive of travel, lodging, food, and
incidental expenses, which shall be for Buyer's account. Course
content is subject to change at Seller's discretion.
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- -------- -----
CLASSROOM COURSES:
DMS-MTX Maintenance #944 3 $4,275 $12,825
Cell Site Operations & Maintenance #963 3 $1,425 $4,275
Cell Translations & Appl. #980 3 $1,425 $4,275
Cell Site Data Base #982 3 $1,425 $4,275
DMS-MTX Networking (IS-41 Rev. B) #984 3 $1,425 $4,275
ON-SITE TRAINING:
Introduction to MTX MAP #925 6 $855 $5,130
Cellular Intermediate RF Engineering #1000 $9,000 $9,000
MTX-01 Cellular Hand-off #1001 $6,000 $6,000
System Performance & Opt. Audits #1002 $6,000 $6,000
On site training requires a minimum of 6 people; the maximum is 20.
TRAINING NET TOTAL PRICE $56,055
A-9
ADDITIONAL EQUIPMENT SUBTOTAL $ 9,672,730
ASTRONET TRADE-IN DISCOUNT* $(1,800,000)
*Buyer shall be responsible for de-installation
and packing of all Astronet trade-in equipment.
Seller will be responsible for shipment of all
de-installed equipment.
ADDITIONAL EQUIPMENT NET TOTAL $ 7,872,730**
PURCHASE PRICE
**IF AMENDMENT NO. 1 IS EXECUTED BY BUYER ON OR BEFORE
12/21/95 AS EVIDENCED BY THE SIGNATORY DATE OF
AMENDMENT NO. 1, THE FOLLOWING SHALL APPLY AND
REPLACE THE PURCHASE PRICE SET FORTH ABOVE:
Add: One ICP Packfill $ 257,625
CDPD Option (See Section 3.0, Exhibit A) $ 255,384
ADDITIONAL EQUIPMENT SUBTOTAL $ 8,385,739
Less: ICP Packfill and CDPD Option Credit $ (513,009)
95 Year End Contract Commitment Credit $ (400,000)
ADDITIONAL EQUIPMENT NET TOTAL PURCHASE PRICE $ 7,472,730
A-10
2.0 SOFTWARE
2.1 SOFTWARE. The items listed below as "included" are included in the Price
quoted for the Switch in Section 1.1 of this Exhibit A.
UNIT EXTENDED
ITEM DESCRIPTION PEC PRICE PRICE TOTAL
---- ----------- --- ----- ---- -----
1 Automatic Trunk Testing NTX051AA $5,000 Included
2 Network Management NTX050AB $20,000 Included
3 DS-1 64 Kb/s Clear Channel NTX142AA $5,000 Included
4 DS-1 Extended Superframe Format NTX143AA $2,000 Included
5 Focused Maintenance NTX272AA $10,000 Included
6 Enhanced Security w/o Password Encrypt NTX292BA $3,000 Included
7 Vertical Features KIT NTX325AA $40,000 Included
8 MTX Split Ticket Billing NTX332AA $5,000 Included
9 CDR Search On Disk NTX333AA $10,000 Included
10 Dynamic Power Control NTX336AA $5,000 Included
11 Malicious Call Trace NTX337AA $25,000 Included
12 Cellular Hotline NTX373AA $30,000 Included
13 Credit Card Calling NTX375AA $20,000 Included
14 IS-41+ Networking NTX376AB $25,000 Included
15 Network Messaging Enhancements NTX377AA $25,000 Included
16 Dedicated Access (FXS) NTX379AA $10,000 Included
17 OM Thresholding & Alarms NTX385AA $1,000 Included
18 OM Selective Output NTX445AB $5,000 Included
19 Switch Performance Monitoring System NTX738AC $20,000 Included
20 Switch Path Diagnostics NTX885Ab $10,000 Included
21 MPC Multi-link Mgmt NTX892AA $5,000 Included
22 MPC X.25 Interface NTXE65AA $18,000 Included
23 High Speed MPC NTXE98AA $3,000 Included
24 DMS Base Data Access Interface NTXG18AA $7,500 Included
25 Time of Day Routing NTXG51AA $10,000 Included
26 MTX Equal Access Enhance Office (BCS 35) NTXG53AB $15,000 Included
27 Expanded Spectrum NTXG56AA $25,000 Included
28 Follow Me Roaming NTXG57AA $25,000 Included
29 Centralized Operational A & M NTXG82AA $16,500 Included
30 Account Code Billing NTXG86AA $30,000 Included
31 Real Time Billing NTXG87AA $30,000 Included
32 STSR Sectorization NTXG88AA $25,000 Included
33 Maintenance Manager Morning Report NTXJ35AA $5,000 Included
34 Surveillance NTXL20AA $25,000 Included
35 Network Boundary Paging NTXL24AA $17,500 Included
36 Mobile Jamming Detection NTXL25AA $20,000 Included
37 Call Delivery Activatable NTXL28AA $30,000 Included
38 Mobile Tracking NTXL61AA $15,000 Included
39 Remote Call Forw Activate/De-Activate NTXL62AA $30,000 Included
40 IS41 Enhanced Roamer Validation NTXM17AA $50,000 Included
41 IS-41 Rev.B NTXM30AA $32,000 Included
42 Call Forwarding Enhancements NTXM31AA $10,000 Included
43 Visitor Location Register NTXM32AA $41,000 Included
44 Active Mobile Paging NTXM33AA $53,000 Included
45 Manufacturers ESN Fraud NTXM34AA $10,000 Included
46 Expanded Call Forwarding Feature Coder NTXM39AA $24,000 Included
47 MPC 1984 MPC X.25 NTXM85AA $1,875 Included
A-11
UNIT EXTENDED
ITEM DESCRIPTION PEC PRICE PRICE TOTAL
---- ----------- --- ----- ---- -----
48 EDRAM Upload NTXS72AA $35,000 Included
49 XPM+ Based ICP NTXX89AA $11,000 Included
50 Multi-Net. Protocol (Billing File Xfer.) NTXX98AA $10,000 Included
51 Networking Software including: SB1204NU $345,500 $345,500
MTX to MTX handoff & call delivery,
IS-41 Rev A networking software for
SS7 & X.25 layer 2 (pt. to pt.)
Software Subtotal $345,500
2.2 The following additional Software is priced on a per voice channel basis
except where indicated with a asterisk. The Total Software Price set out
below is included in the Subtotal for Software in Section 1.1 of this
Exhibit A.
VOICE UNIT
ITEM DESCRIPTION PEC CHANNELS PRICE TOTAL
---- ----------- ----- -------- ----- --------
MTX 01 FEATURES:
1 Dual Mode Message Waiting Notification NTXX55AA 200 $31 $ 6,200
2 Audio Message Waiting Notification NTXX57AA 200 $31 $ 6,200
3 Translations per Sector NTXX58AA 200 $12 $ 2,400
4 Multiple TLDN pool NTXX59AA 200 $12 $ 2,400
5 Handoff by station class mark NTXX64AA 200 $18 $ 3,600
6 Single switch mult-LATA NTXX67AA 200 $12 $ 2,400
7 Multiple tumbling ESNs NTXX69AA 200 $ 6 $ 1,200
8 Single carrier duplex ICRM NTXX75AA 200 $18 $ 3,600
9 Optimal power handoff NTXX77AA 200 $ 6 $ 1,200
10 Cancel Call Waiting NTXX78AA 200 $12 $ 2,400
11 Roaming do not disturb NTXX92AA 200 $12 $ 2,400
MTX 01 Software Subtotal $34,000
MTX 02 FEATURES:
1 Zone Paging NTXX05AA 200 $18 $3,600
2 Microcell Software Support* NTXX06AA 1 N/C N/C
3 Mobile Status Link NTXX08AA 200 $92 $18,400
4 ICRM Drop and Insert NTXX10AA 200 $18 $3,600
5 Drop Call Reduction* NTXX62AA 1 $3,400 $3,400
6 CLID Presentation NTXX66AA 200 $92 $18,400
7 CLID Restriction NTXX93AA 1 Included Included
8 ISUP Base NTXX01AA 1 Included Included
9 MTX TR-317 NTXX09AA 1 Included Included
10 CDPD-MDIS Base* NTXX14AA 0 $77,000 $0
11 CDPD-MDBS priced per CDPD radio NTXX14AAR 0 $1,540 $0
MTX 01 Software Subtotal $47,400
A-12
2.3 Seller's unit price for an individual Software feature priced on a per
voice channel basis (as set out in 1.4.2 above) shall remain fixed until
Buyer has purchased such feature for two thousand (2,000) voice channels.
Seller shall not charge Buyer for any number of voice channels in excess
of a total of two thousand (2,000) for any one feature.
3.0 CELLULAR DIGITAL PACKET DATA (CDPD)- OPTION
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
----- ------------- ----- -------- ----------- ------
HARDWARE:
Network Interface Unit (NIU) 1 $59,997 $ 59,997
Ethernet Interface Unit (EIU) 2 $14,788 $ 29,576
Link Interface Unit (XLIU) X.25/X.75 3 $41,000 $ 123,000
CDPD Spares Set LOT $67,327 $ 67,327
Hardware Subtotal $279,000
SOFTWARE:
CDPD-MDIS Base NTXX14AA 1 $ 77,000 $ 77,000
CDPD-MDBS priced per CDPD radio NTXX14AAR 35 $ 1,540 $ 53,900
EF&I:
Install & Commission LOT $ 8,904 $ 8,904 $ 8,904
CDPD Subtotal $317,004
25% HARDWARE AND SOFTWARE DISCOUNT ($102,700)
OPTIONAL STRATEGIC DISCOUNT* ($ 61,620)
NET TOTAL CDPD PRICE* $255,384
* Net Total CDPD Price is valid for purchase under Amendment No. 1 only
provided, that Amendment No. 1 is executed on or before 12/21/95.
Each XLIU supports a maximum of 12 cell sites and a maximum of 250 TEIs.
Each cell site supports one CDPD radio.
A-13
MISSOURI / KANSAS
EQUIPMENT PURCHASE
DMS-MTX CELLULAR
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTHERN TELECOM INC.
TABLE OF CONTENTS
SECTION PAGE
-------- -----
1. DEFINITIONS 1
2. SCOPE 4
3. PURCHASE ORDERS 5
4. PRICE 5
5. PAYMENT 6
6. DELIVERY, RISK OF LOSS, TITLE 8
7. WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES AND 9
REMEDIES AND DISCLAIMERS OF WARRANTIES AND LIABILITY
8. FORCE MAJEURE 12
9. PATENT OR COPYRIGHT INFRINGEMENTS 12
10. SOFTWARE LICENSE 13
11. SOFTWARE UPDATES 15
12. REMEDIES 15
13. BUYER'S RESPONSIBILITIES 16
14. TESTING, TURNOVER AND ACCEPTANCE 18
15. COVERAGE, INTERFERENCE AND THIRD-PARTY FACILITIES 18
16. REGULATORY COMPLIANCE 19
17. CHANGES 19
18. CONDITION OF INSTALLATION SITE(S) 21
19. RELEASE OF INFORMATION 21
20. CONFIDENTIALITY 21
21. INTERCONNECTION TO SWITCH 22
22. EQUIPMENT CHANGES 23
23. ANNEXES 23
24. GENERAL 23
ANNEXES
--------
ANNEX 1 - EQUIPMENT AND SERVICES PRICING
ANNEX 2 - STATEMENT OF WORK/SAMPLE PROJECT SCHEDULE
ANNEX 3 - DMS-MTX ACCEPTANCE CRITERIA
ANNEX 4 - TURNOVER AND ACCEPTANCE NOTICES
ANNEX 5 - SELLER WARRANTY SERVICES
ANNEX 6 - SOFTWARE LICENSE
ANNEX 7 - DOCUMENTATION
i
DMS-MTX CELLULAR
SUPPLY AGREEMENT
AGREEMENT dated December 6, 1995, by and between Xxxxxx Communications
Corporation (hereinafter referred to as "Buyer") a Oklahoma corporation, with
offices located at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 and Northern Telecom Inc., a Delaware corporation with offices
located at 0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxxxxxxx, Xxxxx 00000 (hereinafter
referred to as "NTI" or "Seller").
WITNESSETH:
In consideration of the mutual promises and covenants hereinafter set forth,
the parties hereby agree as follows:
1. DEFINITIONS
As used herein, the following capitalized terms have the following
meanings:
1.1 "CELL SITE" shall mean any Seller-engineered Hardware and Software
comprised of Seller radios and common equipment, but not Switch or
Switch-related equipment.
1.2 "COMMISSIONING" shall mean the on-site testing of Equipment installed
by Seller in accordance with Seller's Acceptance Criteria set forth in
Annex 3 hereof.
1.3 "DOCUMENTATION" shall mean System documentation, whether in written or
electronic form, delivered to Buyer in the medium set forth in Buyer's
Purchase Order, such media being more fully described in Annex 7,
"Documentation." All Documentation delivered to Buyer shall be subject
to any copyright and confidentiality restrictions.
1
1.4 "EQUIPMENT" shall mean either singularly or collectively the
NTI-manufactured Hardware and Software products provided hereunder.
The terms of this Agreement applicable to "Equipment" shall also be
deemed to apply to OEM Equipment, unless otherwise expressly excluded
in this Agreement and subject to the limitations set forth in
Section 2.1.4 hereof.
1.5 "EXPANSION" shall mean Equipment (which may in certain circumstances
include a Cell Site) added to a System after Turnover that is beyond
the wired-for System capacity as provided in its original
configuration, and which Equipment requires Seller engineering and
Installation/Commissioning Services.
1.6 "HARDWARE" shall mean the NTI hardware components listed in Annex 1 as
may comprise a System, an Expansion, a Cell Site, or Merchandise.
1.7 "INITIAL PURCHASE" shall mean the Equipment, Installation, and
Services specifically identified in Annex 1, being initially purchased
by Buyer hereunder.
1.8 "INSTALLATION" shall mean the installation of Equipment by Seller.
1.9 "INSTALLATION SITE" shall mean the location (contiguous United States)
specified in Buyer's Purchase Order for Installation of a Switch
and/or Cell Sites.
1.10 "MERCHANDISE" shall mean miscellaneous components of Hardware, with
respect to which no engineering, Installation, or Commissioning are to
be provided by Seller.
1.11 "OEM EQUIPMENT" shall mean miscellaneous items of non-NTI equipment
made available for sale to Buyer by Seller under this Agreement, not
integrated into the Hardware during the manufacturing process.
1.12 "PROJECT SCHEDULE" shall mean those delivery, installation and/or
in-service dates, as applicable, proposed by Xxxxx and accepted by
Seller.
2
1.13 "PURCHASE ORDER" shall mean any Purchase Order issued by Buyer
hereunder to Seller pursuant to Section 3 of this Agreement.
1.14 "SERVICES" shall mean those services performed by Seller under this
Agreement.
1.15 "SHIP DATE" shall mean the scheduled date agreed upon by Xxxxx and
Seller as the date on which the appropriate Equipment shall be shipped.
1.16 "SOFTWARE" shall mean the proprietary and/or third party software
computer programs (consisting of firmware and logic instructions in
machine-readable code residing in, or intended to be loaded in System
memories which provide basic logic, operating instructions and
user-related application instructions, but excluding customer data)
as well as associated documentation used to describe, maintain and use
the programs which are integral to any Hardware furnished to Buyer.
Any reference herein to Equipment or Software being "sold,"
"purchased" or the like is understood to be a reference in fact to the
program being licensed.
1.17 "SPECIFICATIONS" shall mean the specifications and performance
standards of the Hardware, Software and System as set forth in the
applicable sections of NORTHERN TELECOM PRACTICES ("NTPs"),
incorporated herein by reference. Seller shall have the right, at its
sole discretion to modify, change or amend the Specifications at any
time during the term of this Agreement.
1.18 "SWITCH" shall mean any one of the DMS-MTX family of switching
components.
1.19 "SYSTEM" shall mean the combination of a Switch and one or more Cell
Sites furnished hereunder requiring Seller engineering and
Installation/Commissioning Services.
1.20 "TERM" shall mean the period commencing on the date first set forth
above (hereinafter "Effective Date") and ending three (3) years
therefrom, unless terminated earlier in accordance with the terms and
conditions hereof, or unless extended by the mutual written consent of
the parties hereto.
3
1.21 "TURNOVER" shall mean that time when Seller has completed Installation
and Commissioning of a Switch, Cell Site or Expansion and turns over
such equipment for Buyer's placing into service.
1.22 "WARRANTY PERIOD" shall mean:
1.22.1 With respect to the Hardware engineered, furnished and installed by
Seller, a period of twelve (12) consecutive months from the date of
Turnover.
1.22.2 With respect to Cell Sites not installed by Seller, thirteen (13)
consecutive months from the shipment date.
1.22.3 With respect to the Software, a period of twelve (12) consecutive
months from the date of Turnover.
1.22.4 With respect to Merchandise, a period of ninety (90) consecutive days
from the shipment date of that Merchandise.
2. SCOPE
2.1 During the Term, in accordance with an appropriate Purchase Order
issued by Buyer for Equipment and/or Services, Seller shall:
2.1.1 engineer, deliver, install (or have installed) and Commission the
Equipment for use in the continental United States;
2.1.2 grant to Buyer a nonexclusive license to use all Software associated
with, and integral to, Hardware purchased by Buyer hereunder, which
license shall continue beyond the Term, in accordance with Annex 6
attached hereto;
2.1.3 carry out the installation of Equipment at the applicable
Installation Site substantially in accordance with the Sample Project
Schedule set forth in Annex 2 and in accordance with the relevant
Purchase Orders;
2.1.4 furnish OEM Equipment to Buyer at prices to be quoted by Seller and
in accordance with such OEM vendor's then current terms, conditions
and specifications.
4
3. PURCHASE ORDERS
3.1 Each Purchase Order for Equipment and/or Services issued during the
Term of this Agreement, or as it may be extended, shall be governed by
the terms and conditions of this Agreement, and shall incorporate
these terms and conditions by reference. Buyer hereby expressly agrees
that except for non-conflicting administrative terms as provided
below, any additional or preprinted terms or conditions on the
applicable Purchase Order, shall be null, void and of no effect. Each
such Purchase Order shall specify:
3.1.1 The description of the ordered Equipment and/or Services, including
any identification referenced in the price list herein attached as
Annex 1;
3.1.2 Requested place and date of delivery as previously agreed by Seller;
3.1.3 Applicable Price for the ordered Equipment and/or Services as set
forth in Annex 1 or as may be separately quoted by Seller from time to
time;
3.1.4 Price for Equipment engineering, installation and testing to be quoted
by Seller, together with a mutually agreed Installation and Turnover
schedule;
3.1.5 Installation Site(s) where applicable;
3.1.6 Other appropriate information as may be required by Seller necessary
to fill the Purchase Order such as Buyer's floor plan and frequency
plan; and
3.1.7 Location to which the applicable invoice shall be rendered for payment.
3.2 Any Purchase Order issued by Xxxxx and not rejected in writing within
ten (10) business days after receipt by Seller shall be deemed
accepted.
4. PRICE
4.1 The price ("Price") for any Equipment shall consist of (i) unit list
prices for Hardware and Merchandise, as set forth in Annex 1; (ii)
license fees to use the Software associated with such Hardware, as set
forth in Annex 1; and (iii) for OEM Equipment and Services, the Prices
as may be quoted by Seller from time to time.
5
4.2 Unless otherwise specified, the Prices set forth in Annex 1 are
exclusive of Seller's charges for any Services associated therewith.
4.3 The Prices are exclusive of any taxes, which shall be the
responsibility of Buyer pursuant to Section 5.4 hereof.
5. PAYMENT
5.1 With respect to Purchase Orders for Equipment that include
Installation Services therefor, delivery of which Equipment is taken
by Buyer on or before December 31, 1995, Buyer shall pay to Seller the
appropriate Price in accordance with the following schedule:
5.1.1 20% of the Purchase Order Price payable upon execution of this
Agreement by the parties.
5.1.2 10% of the Purchase Order Price shall be invoiced by Seller upon
shipment of the Switch in the case of a System Installation or, in the
case of an Expansion or Cell Site installation, upon shipment of the
major components to the Installation Site. Such payment shall be paid
to Seller within thirty (30) days following the date of Seller's
invoice therefor.
5.1.3 50% of the Purchase Order Price shall be invoiced by Seller upon the
date of Turnover. Such payment shall be paid to Seller within thirty
(30) days following the date of Seller's invoice therefor.
5.1.4 20% of the Purchase Order Price shall be invoiced by Seller after
Acceptance of the Equipment as defined in Article 14 herein. Such
payment shall be paid to Seller within thirty (30) days following the
date of Seller's invoice therefor.
5.2 With respect to Purchase Orders for Equipment that include
Installation Services therefor, delivery of which Equipment is taken
by Buyer after December 31, 1995, Buyer shall pay to Seller the
appropriate Price in accordance with the following schedule:
5.2.1 20% of the Purchase Order Price payable upon Seller's acceptance of
Xxxxx's Purchase Order.
6
5.2.2 50% of the Purchase Order Price shall be invoiced by Seller upon
shipment of the Switch in the case of a System Installation or, in the
case of an Expansion or Cell Site installation, upon shipment of the
major components to the Installation Site. Such payment shall be paid
to Seller within thirty (30) days following the date of Seller's
invoice therefor.
5.2.3 20% of the Purchase Order Price shall be invoiced by Seller upon the
date of Turnover. Such payment shall be paid to Seller within thirty
(30) days following the date of Seller's invoice therefor.
5.2.4 10% of the Purchase Order Price shall be invoiced by Seller after
Acceptance of the Equipment as defined in Article 14 herein. Such
payment shall be paid to Seller within thirty (30) days following the
date of Seller's invoice therefor.
5.3 Any additional monies that become due to Seller (including, without
limitation, Merchandise orders, Service orders, such items as are
described in Section 5.4, Equipment purchases wherein Installation is
not provided by Seller, and OEM Equipment not part of the original
System order) shall be invoiced one hundred percent (100%) upon
shipment, or upon completion of Services performed, and paid to Seller
by Buyer within thirty (30) days of Seller's invoicing Buyer therefor.
In the case of a phased Installation, or if portions of an
Installation are delayed due to no fault of Seller, Seller may invoice
on a per Installation Site basis upon completion of the applicable
milestone event.
5.4 All past due amounts (collectively, "Past Due Amounts") shall bear
interest at the rate of one and one-half percent (1 1/2%) per month
(or such lesser rate as may be the maximum permissible rate under
applicable law), beginning with the date on which the applicable Past
Due Amount was due and payable.
5.5 Except for any franchise tax or any tax assessed on Seller's net
income, Buyer shall pay to Seller the amount of any sales and/or use
tax, duty, excise tax, fee or similar charges which Seller may be
required to pay because of its performance of this Agreement. Personal
property taxes
7
assessable on the Equipment shall be the responsibility of Buyer. To the
extent Seller is required by law to collect such taxes (state or local),
one hundred percent (100%) thereof shall be added to invoices as
separately stated charges and paid in full by Buyer, unless the Buyer is
exempt from such taxes and furnishes Seller with a certificate of
exemption prior to issuance of invoice in a form reasonably acceptable
to Seller. Buyer shall hold Seller harmless from any and all subsequent
assessments levied by a proper taxing authority for such taxes,
including any interest, penalties or late charges due to Xxxxx's failure
to perform hereunder.
5.6 Until the total Price for each Purchase Order is paid to Seller, Seller
shall retain and Buyer hereby grants to Seller a purchase money security
interest in the Equipment, as applicable, and Buyer shall cooperate with
Seller in perfecting such interest.
5.7 Prior to payment in full of the Price and all additional monies due to
Seller, without written permission of Seller, Buyer shall not sell or
lease Equipment purchased by it, or assign any license to use the
Software, or allow any liens or encumbrances to attach to any such
Equipment, or remove such Equipment or Software from the Installation
Site (if applicable).
5.8 Seller reserves the right to require reasonable assurances of payment by
Xxxxx, e.g., funded financing by a financial institution acceptable to
Seller or letter of credit from a reputable bank provided by Buyer to
Seller not later than thirty (30) days prior to the scheduled Ship Date.
Seller may, from time to time, evaluate Xxxxx's credit standing, and on
that basis, establish a credit limit to accommodate Xxxxx's issuance of
Purchase Orders as herein provided. Buyer shall provide any reasonable
assistance requested by Seller necessary for Seller to make such
evaluation.
6. DELIVERY, RISK OF LOSS, TITLE
6.1 Equipment shall be shipped F.O.B. the place of shipment with freight
charges prepaid and invoiced back to Buyer, except that in the case of a
Switch purchase or a Cell Site purchase that includes the E, F, and I
8
option, Seller will be responsible for freight charges. Seller will
select the method and common carrier for shipment unless otherwise
specified by Buyer on the Purchase Order, in which case, Buyer will be
responsible for any additional premium freight charges.
6.2 Title and risk of loss or damage to any Equipment furnished by Seller
to Buyer in accordance with this Agreement shall pass to Buyer at the
point and on the date of shipment. Seller warrants to Buyer that such
title shall be good and clear title, free and clear of all liens and
encumbrances. THE FOREGOING NOTWITHSTANDING, TITLE TO SOFTWARE SHALL
NOT PASS TO BUYER AT ANY TIME.
6.3 Not later than thirty (30) days prior to the earliest Ship Date
relating to any of the items covered by the applicable Purchase Order
Buyer may notify Seller that Buyer (i) does not wish to receive
shipment of any Equipment on the date set forth in such Purchase
Order, or (ii) that Buyer's facilities are not prepared pursuant to
Annex 2 hereof in sufficient time for Seller to make delivery pursuant
to the date set forth in the applicable Purchase Order. In such case
Seller shall have the right to place such Equipment in storage and
Buyer shall be liable for all additional transportation, demurrage,
loading, storage, and associated costs thereby incurred by Seller. The
shipment of Equipment to a storage location as provided in this
Section 6.3 shall be deemed to constitute shipment of the Equipment
for purposes of invoicing, passage of title and risk of loss, and
commencement of the Warranty Period.
7. WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES AND REMEDIES AND
DISCLAIMERS OF WARRANTIES AND LIABILITY
7.1 HARDWARE AND SERVICES WARRANTY
7.1.1 Seller warrants that during the Warranty Period, the Hardware
furnished under this Agreement shall be free from defects in material
and workmanship, and shall conform to the applicable portions of the
Specifications, and that the Services furnished under this Agreement
shall be performed in a professional and workmanlike manner. Any and
all
9
claims for breach of this warranty are conclusively deemed waived unless
made during the Warranty Period. Performance of Seller's obligations
hereunder shall not extend the Warranty Period, except that any Hardware
and/or Services repaired, replaced or corrected during the Warranty
Period shall continue to be warranted for the balance of the Warranty
Period.
7.1.2 Seller's sole obligation and Buyer's exclusive remedy under this
warranty are limited to the replacement or repair, at Seller's option,
of the defective component of the Hardware, or the correction of the
faulty Services. Such replacement Hardware may be new or reconditioned
to perform as new, at Seller's option. Buyer shall bear the risk of
loss and damage and all transportation costs for defective Hardware
shipped to Seller; and Seller shal bear the risk of loss and damage and
all transporation costs for replacement Hardware shipped to Buyer.
Title to defective or replacement Hardware shall pass to Seller or
Buyer, as appropriate, upon receipt thereof.
7.2 SOFTWARE WARRANTY
Seller warrants that, proived the Software is not altered by Buyer, and
provided the Software is used in conjunction with the DMS-MTX Hardware
purchased under this Agreement ane such Hardware has been maintained in
accordance with Seller's recommended maintenance procedures, the
Software shall function during the Warranty Period without defects which
materially affect Buyer's use of the Software in accordance with
Seller's Specifications for the Software. In the event the Software
fails to so perform and Xxxxx's use of the System is materially affected
by such failuer, Buyer's exclusive remedy under this warranty is to
require Seller to correct such failure and such remedy is conditioned
upon Seller's receiving written notice within the Warranty Period (or
oral notice promptly confirmed in writing) of such failure. The
correction of any Software failure shall not extend the Software
Warranty Period.
10
7.3 RESPONSE SERVICES/TIME
7.3.1 During the Warranty Period, Seller's technical assistance service
("TAS") department shall provide reasonable assistance in the
investigation and resolution of service affection problems. If such
assitance is requested by Xxxxx, Xxxxx agrees to follow Seller's
standard policies and procedures related to such TAS services as set
forth in Annex 5, "Seller Warranty Services." The Hardware Warranty
Period shall include TAS only to the extent that any TAS services
provided under the Switch warranty also apply to Hardware operating in
conjuction with the applicable Switch. For routine warranty service
situations, Seller shall ship replacement or repaired Hardware (or
components thereof) within thirty (30) days of receipt of the defective
Hardware (or components thereof) from Buyer.
7.3.2 For emergency warranty service situations, Seller shall, during the
Warranty Period, use all reasonable efforts to ship replacement Hardware
(or components thereof) within twenty-four (24) hours of notification of
the warranty defect by Buyer. Buyer shall pay to Seller the surcharge
set forth in Annex 5, for such expedited shipment of placement Hardware.
Buyer shall ship the defective Hardware to Seller within thirty (30)
days of receipt of the replacement Hardware. In the event Seller fails
to receive such defective Hardware within such thirty (30) day period,
Seller shall invoice Buyer for the replacement Hardware at then-current
price in effect therefor. For the purpose of this Agreement, an
emergency shall be deemed to exist upon the occurence of a Priority E1
or E2 problem, as defined as Annex 5.
7.4 THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY
WARRANTIES WITH RESPECT TO THE EQUIPMENT AND SERVICES PROIVDED, AND
BUYER'S EXCLUSIVE REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED.
THEY ARE IN LIEU OF ALL OTHER WARRANTIES WRITTEN AND ORAL, STATUTORY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF
MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
DAMAGES OF ANY
11
NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT THE SWITCH COMPONENT BEING
PROVIDED UNDER THIS AGREEMENT IS USED.
7.4.1 Seller's obligations udner this article 7 shall not apply to (i)
Equipment or components thereof such as fuses and bulbs that are
normally consumbed in operation, or have a normal life inherently
shorter than the Warranty; (ii) defects that are a result of improper
storage, installation, use, maintenance or repair by the Buyer
(including, without limitation, operation of the Equipment outside the
environmental parameters defined in the Specifications); (iii) improper
operation of Equipment with other hardware used by Buyer, including the
operation of Equipment with hardware not authorized by Seller for use
with the Equipment, or use of the Equipment with any improperly
operating equipment not supplied by Seller under this Agreement; (iv)
Equipment or components thereof that due to no fault of Seller have been
subjected to any other kind of misuse or detrimental exposure or have
been involved in an accident, fire explosion, Act of God, or any other
cause not attributable to Seller, or (v) Equipment or INstallation
Services altered, repaired, installed or relocated by any party other
than Seller or Seller's agents. For purposes of subsection (v),
"install" shall not mean the routine plug-in of the components done in
accordance with NTP guidelines.
7.5 OEM EQUIPMENT
7.5.1 OEM Equipment furnished under the initial Purchase Order in conjunction
with a Switch, (e.g., terminals and printers), shall be warranted in
accordance with the Hardware warranties set forth in Section 7.1 and
handled through Seller's Repair and Return department. With respect to
all other OEM items ordered by Xxxxx, Buyer shall receive the warranties
for such OEM Equipment directly from such OEM venders. Except for the
warranty of title extended in Section 6.2 hereof, the warranties
provided in this Section 7.5 are Buyer's sole and exclusive remedy
against Seller with respect to OEM Equipment provided under this
Agreement.
12
8. FORCE MAJEURE
If the performance of this Agreement, or of any obligation hereunder
except for the obligations set forth in Article 5 is prevented,
restricted or interfered with by reason of fires, breakdown of plant,
labor disputes, embargoes, government ordinances or requirements, civil
or military authorities, acts of God or of the public enemy, acts or
omissions of carriers, inability to obtain necessary materials or
services from suppliers, or other causes beyond the reasonable control
of the party whose performance is affected, then the party affected,
upon giving prompt notice to the other party, as set forth in Section
24.2 shall be excused from such performance on a day-for-day basis to
the extent of such prevention, restriction, or interference (and the
other party shall likewise be excused from performance of its
obligations on a day-for-day basis to the extent such party's
obligations relate to the performance so prevented, restricted or
interfered with); provided that the party so affected shall use
reasonable efforts to avoid or remove such causes of non-performance and
both parties shall proceed to perform their obligations with dispatch
whenever such causes are removed or cease.
9. PATENT OR COPYRIGHT INFRINGEMENTS
9.1 Seller agrees to indemnify Buyer with respect to any suit, claim, or
proceeding brought against Xxxxx alleging that Xxxxx's use of the
Equipment constitutes an infringement of any United States patent or
copyright. Seller agrees to defend Buyer against any such claims and to
pay all litigation costs, reasonable attorney's fees, settlement
payments and any damages awarded in any final judgment arising from
such suit, claim or proceeding; provided, however, that Buyer shall
promptly advise Seller of any such suit, claim, or proceeding and shall
cooperate with Seller in the defense or settlement of such suit, claim
or proceeding and provided Seller shall have sole control thereof.
9.2 In the event that an injunction is obtained against Buyer's use of
Equipment arising from such patent or copyright suit, claim or
proceeding, in whole or in part, Seller shall, at its option, either:
(i) procure for Buyer the right to continue using the portion of a
System enjoined from use; or (ii)
13
replace or modify the same so that Xxxxx's use is not subject to any
such injunction.
9.3 In the event that Seller cannot perform under Section 9.2, Buyer shall
have the right to return such Equipment or portion thereof to Seller
upon written notice to Seller and in the event of such return, neither
party shall have any further liabilities or obligations under this
Agreement, except that Seller shall refund the depreciated value of any
such Equipment or portion thereof as carried on the Buyer's books at the
time of such return.
9.4 Seller's indemnity obligations under Section 9.1 shall not apply to
infringement claims (i) arising from any portion of the Equipment that
is manufactured to Buyer's design, or (ii) arising from the use of the
Equipment in combination with any other apparatus or material not
supplied by Seller to the extent that the claims arise from such
combination usage.
9.5 The foregoing states the entire liability of Seller for patent or
copyright infringement by the Equipment. Seller shall have no liability
whatsoever for any patent or copyright infringement arising from Buyer's
use of the OEM Equipment, and Seller makes no warranty with respect
thereto.
10. SOFTWARE LICENSE
10.1 With respect to Equipment containing Software acquired under this
Agreement, Buyer is hereby granted a non-exclusive license to use the
Software in accordance with the terms set forth in Annex 6, "Software
License." Buyer is granted no title or ownership rights to the
Software, which rights shall remain in Seller or Seller's suppliers as
appropriate. An initial Software license fee paid by Xxxxx shall not
cover charges for future Software releases as contemplated in Section
11, and which fees are set forth in Annex 1.
10.2 From time to xxxx Xxxxxx may, at its discretion, offer to license, at
variable fees, optional Software features to Buyer for use on Buyer's
System. Such variable fees shall be calculated on the basis of
measurable units of
14
usage. The criteria for measurement may vary from feature to feature,
but will consist of units that may be quantified, such as, by way of
example and not limitation, radios (voice channels), effective traffic
channels, cell sites or subscribers (hereinafter "measurable units").
For purposes of this Article 10, "System" shall mean, in addition to the
definition set forth in Section 1.18 hereof, Xxxxx's DMS-MTX and all
interconnected cell sites.
10.2.1 A list of Seller's current variable license fee offerings is included in
Annex 1, as amended from time to time. Seller shall notify Buyer of any
price increases affecting such features not later than sixty (60) days
prior to the effective date. All such updates to Annex 1 shall be
provided to Buyer under separate cover and shall be deemed to be
incorporated herein by reference. The fees for all such features shall
be subject to a minimum charge as determined for each individual
Software feature; however, the total fees for each individual Software
feature based on the total number of such measurable units quantified
during the duration of the Software license will not aggregately exceed
the then-current fixed rate price for that particular feature. Buyer,
at its option, may license such Software features at the applicable
fixed-rate price.
10.2.2 In the event Buyer elects to license certain Software features on a
measurable unit basis as described hereinabove, Buyer hereby gives
Seller the right to audit Buyer's System either remotely or visually, or
some combination thereof, for purposes of determining such unit
quantities. Seller shall conduct an audit at the time the applicable
Software is loaded onto Buyer's DMS-MTX to determine the initial
quantity of measurable units. Thereafter, Seller shall have the right
to audit Buyer's System on an annual basis as set forth herein.
Following each annual audit, Buyer shall be invoiced for any additional
measurable units as compared with the preceding twelve-month period
total. No license fees shall be pro rated because of usage of any
additional measurable units during any portion of the preceding
twelve-month period. Payment shall be made to Seller by Buyer for all
license fees and associated taxes in accordance with Article 5 of this
Agreement. Seller's right to audit and invoice Buyer in accordance with
this Section 10.2 hereof for measurable units added following the
expiration of the Agreement shall survive the term of the Agreement.
15
10.3 The obligations of Buyer under this Article 10 and Annex 6 shall
survive the termination of this Agreement, regardless of the cause of
termination.
11. SOFTWARE UPDATES
11.1 The license fees set forth in Annex 1 for additional Software releases
assume that Buyer's System is operating on Software at the same level
of maintainability as set forth in Section 11.3 hereof. Otherwise,
retrofitting features from a new release onto Buyer's System shall be
considered and quoted by Seller on a case-by-case basis. Additionally,
future Hardware purchases may require the support of a then-current
Software load.
11.2 Any such Software release may require the purchase of additional
Hardware by Buyer.
11.3 If Buyer elects to remain on a prior Software release, Seller's sole
obligation hereunder shall be to make available maintenance for the
Software for the previous two consecutive releases from the
then-current, Seller-numbered release (i.e., numbered Software load).
12. REMEDIES
12.1 Seller shall have the right to suspend its performance under this
Agreement by written notice to the Buyer and forthwith remove and take
possession of any portion of the Equipment that has been delivered if
the Buyer, prior to payment to Seller of the Price, shall become
insolvent or bankrupt, make a general assignment for the benefit of, or
enter into any arrangement with creditors, file a voluntary petition
under any bankruptcy, insolvency, or similar law, or have proceedings
under any such laws or proceedings seeking appointment of a receiver,
trustee or liquidator instituted against it which are not terminated
within thirty (30) days of such commencement.
12.2 In the event of any material breach of this Agreement by either party
which shall continue for thirty (30) or more days after written notice
of such breach (including a reasonably detailed statement of the nature
of such
16
breach) shall have been given to the breaching party by the aggrieved
party, the aggrieved party shall be entitled at its option:
12.2.1 if the aggrieved party is the Buyer, to suspend its performance under
Article 5 of the Agreement for so long as the breach continues
uncorrected or;
12.2.2 if the aggrieved party is Seller, to suspend performance of all of
its obligations under the Agreement for so long as the breach
continues uncorrected or;
12.2.3 to avail itself of any and all remedies available at law or equity
whether or not it elects to suspend its performance under
Section 12.2.1 or 12.2.2 as applicable.
12.3 NOTWITHSTANDING THE PROVISIONS OF SECTION 12.2, OR ANY OTHER
PROVISION OF THIS AGREEMENT, SELLER SHALL NOT BE LIABLE FOR
INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE
WHATSOEVER FOR ANY ACTION ARISING UNDER THIS AGREEMENT.
12.4 Any action for breach of this Agreement or to enforce any right
hereunder shall be commenced within two (2) years after the cause of
action accrues or it shall be deemed waived and barred (except that
any action for nonpayment may be brought at any time permitted by
applicable law).
13. BUYER'S RESPONSIBILITIES
13.1 With respect to Equipment Installation, Xxxxx agrees that certain
duties shall be performed by the Buyer in a timely and proper fashion
as a condition precedent to Seller's obligations hereunder,
including, but not by way of limitation, those responsibilities
designated in Annex 2 (Statement of Work) as being the Buyer's, and
the following:
13.2 Buyer shall prepare the Installation Site(s) in accordance with
Seller's requirements for the Equipment as further set forth herein
and in Annex 2, no later than by the project dates as stated in
Purchase Order(s) accepted by Seller pursuant to the terms of this
Agreement.
17
13.3 Buyer, at its expense, shall obtain all necessary local and federal
government permits applicable to a cellular telecommunications system
installation and operation (excluding any applicable permits required
in the normal course of Seller's doing business). Buyer understands
and agrees that all site engineering (including cell sites)
architectural work, civil work and supervision thereof, site
selection engineering, propagation engineering, environmental
approvals and rights-of-way are the responsibility of Buyer.
13.4 Buyer shall Insure that only qualified technicians shall perform any
maintenance and/or repair to the Equipment during the Warranty
Period, which maintenance and/or repair shall be confined to routine
tasks performed in accordance with Seller provided specifications.
14. TESTING, TURNOVER AND ACCEPTANCE
14.1 On completion of Installation of Equipment installed by Seller,
Seller shall provide Buyer five (5) days prior written notification
that such Equipment is ready for Commissioning. Following such
notification, Xxxxx agrees to have a representative present to
witness and acknowledge completion of such testing. Seller shall test
the Equipment in accordance with its standard testing procedures to
determine Equipment conformity with the standards and specifications
(hereinafter "Acceptance Criteria") of the applicable Seller
installation manuals as referenced in Annex 3, "DMS-MTX Acceptance
Criteria," as may be amended from time to time.
14.2 On the date that such Commissioning has been successfully completed,
Seller shall turn the Equipment over to Buyer ("Turnover"). On the
date of Turnover, Buyer shall complete and return to Seller the
"Turnover Notice" as described in Annex 4.
14.3 For purposes of this Agreement, the occurrence of any of the
following shall be deemed to constitute "Acceptance" of the Equipment:
14.3.1 Within fifteen (15) days following the date of Turnover, Buyer shall
either accept the Equipment in writing as provided in Annex 4,
"Acceptance
18
Notice," or notify Seller in writing specifying in reasonable detail
those particulars in which the Equipment does not meet the Acceptance
Criteria. With respect to any such particulars, Seller shall promptly
proceed to take corrective action, and following correction, Buyer
shall accept the Equipment in writing.
14.3.2 The failure of Buyer to notify Seller within fifteen (15) days after
Turnover (or, in the case of correction, fifteen [15] days following
such correction) of any particulars in which the Equipment does not
meet the Acceptance Criteria, or the use by Buyer of the Equipment or
any portion thereof in revenue-producing service at any time, shall
be deemed to constitute Acceptance of such Equipment.
14.4 Acceptance of Equipment not installed by Seller shall be deemed to
occur upon receipt of and inspection by Buyer.
15. COVERAGE, INTERFERENCE AND THIRD-PARTY FACILITIES
15.1 Seller will not be responsible for radio propagation or coverage
distance due to Buyer's design. Seller shall not be responsible for
any failures or inadequacies of performance resulting from equipment
not supplied and installed by Seller or Seller's agents and
subcontractors pursuant to this Agreement. Seller shall not be
responsible for interference or disruption of service caused by
operation of other radio systems, lightning, motor ignition or other
similar interference.
15.2 In the event Buyer utilizes facilities or services supplied by others
such as common carrier circuits or towers, Seller shall have no
responsibility for the availability or adequacy of such services or
facilities.
16. REGULATORY COMPLIANCE
16.1 Seller shall use all reasonable efforts to install Equipment so that
it shall comply in all material respects with all Federal, State, and
local laws and regulations in force on the Effective Date of this
Agreement, which directly impose obligations upon the manufacturer,
Seller, or installer thereof.
19
16.2 The prices set forth for the Equipment described herein are based on
Seller's design, manufacture, and delivery of the Equipment pursuant
to its design criteria and manufacturing processes and procedures in
effect on the Effective Date of this Agreement. If, as a result of
the imposition of requirements by any Federal, State or local
government during the Term of this Agreement there is a change in
such criteria, processes or procedure or any change in the Equipment,
the Prices will be adjusted equitably to reflect the added cost and
expense of such change.
17. CHANGES
17.1 Up to ninety (90) days prior to the scheduled Ship Date (or such
later time as is acceptable to Seller), Buyer may request Equipment
addition(s) or deletion(s) to any original Equipment configuration.
At any time prior to the start of Commissioning, Xxxxx may request
changes to the Project Schedule or Statement of Work. All such
Equipment reconfigurations or changes to the Statement of Work or
Project Schedule ("Changes") shall be subject to prior written
approval of Seller.
17.2 Except as provided in 17.3 below, all Changes shall be documented in
a written change order ("Change Order"), which shall be executed by
Xxxxx and returned to Seller prior to implementation of the requested
Changes. The Change Order shall detail any adjustments to the Price,
Statement of Work, or Project Schedule required by Seller for any
aspect of its performance under this Agreement.
17.3 Upon written request of Buyer for a Change to the Statement of Work
that entails additional services totaling $10,000, or less, and upon
written acceptance thereof by Seller, Seller will proceed in good
faith to implement such Change prior to receipt of an executed Change
Order. Within five (5) days following Xxxxx's written request, the
parties shall agree upon an appropriate price for such Changes, all
of which will be summarized in a subsequent Change Order and executed
by an authorized representative of Buyer within fifteen (15) days
following the date of the request for Change.
20
17.4 Calculations for any System reconfigurations prior to the Ship Date
shall be based on Prices set forth in Annex 1, provided that (i) any
additions shall include any necessary engineering, installation and
testing charges and (ii) any deletions shall include applicable
discounts, and further provided that the net cumulative amount of
Changes shall not reduce the Price of a Purchase Order by more than
ten percent (10%).
17.5 Subject to Section 24.1 herein, Xxxxx understands and agrees that the
execution of this Agreement constitutes a firm, non-cancelable
Purchase Order for the Initial Purchase set forth in Section 1.0 of
Annex 1 and the training courses set out in Section 4.0 of Annex 1.
However, for Purchase Orders for Equipment other than the Initial
Purchase, upon written notification to Seller, Buyer may elect to
cancel such Purchase Orders prior to shipment of Equipment in
accordance with the following:
17.5.1 Without charge, Buyer may cancel any Purchase Order no later than
ninety (90) days prior to the earliest scheduled Ship Date; or
17.5.2 If Buyer cancels a Purchase Order less than ninety (90) days prior to
the earliest scheduled Ship Date, Buyer shall pay a cancellation
charge of ten percent (10%) of the Price to Seller; or
17.5.3 If Buyer cancels a Purchase Order less than sixty (60) days prior to
the earliest scheduled Ship Date, Buyer shall pay to Seller a
cancellation charge of fifteen percent (15%) of the Price; or
17.5.4 If Buyer cancels a Purchase Order less than thirty (30) days prior to
the earliest scheduled Ship Date, Buyer shall pay to Seller a
cancellation charge of twenty percent (20%) of the Price.
17.5.5 Buyer may not cancel a Purchase Order subsequent to the Ship Date.
The payment of such charges shall be Seller's sole remedy and Xxxxx's
sole obligation for such canceled Purchase Order(s).
21
18. CONDITION OF INSTALLATION SITE(S)
Buyer warrants that the Installation Site is free from friable asbestos
or other hazardous contamination. In the event that such contamination
is found to be present at the Installation Site, Seller shall be
relieved of all of its obligations hereunder until such contamination
is removed. In the event that Buyer fails or refuses to remove such
contamination, Seller shall have the right to remove the Equipment or
portions thereof if already delivered and relocate the Equipment to an
alternate site provided by Buyer and charge Buyer for (i) any
additional delivery charges to the new Installation Site, (ii) all
materials expended at the site including cabling, permanently affixed
equipment, and those items which cannot reasonably be removed for use
elsewhere, (iii) specifically ordered items requested by Buyer, and
(iv) all labor and materials expended at the sites relating to the
relocation using Seller's then current rates.
19. RELEASE OF INFORMATION
19.1 Unless required by law, or as otherwise permitted under this Agreement,
Buyer and Seller agree that the terms and conditions of this Agreement
shall not be disclosed to any other party without the prior written
consent of the other; provided, however, that Seller may release
information to Northern Telecom Ltd., its research and development
affiliates, Bell Northern Research and BNR Inc. or any wholly-owned
subsidiaries ("Affiliate") on a need-to-know basis.
19.2 Neither Buyer nor Seller shall publish or use any advertising, sales
promotion, press releases or publicity matters relating to this
Agreement without the prior written approval of the other.
20. CONFIDENTIALITY
Buyer, Seller and Seller's Affiliates shall receive in confidence from
each other all technical information, business information,
documentation and expertise which is either (i) stamped or otherwise
marked as being confidential or proprietary whether in written or
electronic form, or (ii) if
22
delivered in oral form, is summarized in a written memorandum and
listed as being confidential ("Confidential Information") and shall
not, except as previously authorized in writing by the other party,
publish, disclose or make use of such information (except as required
by law and after notice to the other party), unless and until the
Confidential Information shall have ceased to be proprietary as
evidenced by general public knowledge or shall have been legally
acquired by such party. This prohibition against disclosure,
publication or use of Confidential Information shall not restrict
either party from developing similar information in the exercise of its
own technical skill, so long as such other information is independently
developed by such party without making use of Confidential Information.
21. INTERCONNECTION TO SWITCH
21.1 Buyer understands that Equipment purchased hereunder does not
necessarily provide Buyer with a complete cellular telecommunications
System. In some cases, Buyer may intend to interconnect the Equipment
to an NTI DMS-MTX switch component, which switch component, and the
facilities for interconnection, may not be included in Buyer's Purchase
Order. In the event that Buyer interconnects such Equipment to an NTI
DMS-MTX switch not a part of a complete System purchase (hereinafter
"Host Switch"), it is understood and agreed that the making and
maintaining of all necessary arrangements (whether commercial, legal or
otherwise) with the supplier of such NTI DMS-MTX switch component,
including not only arrangements necessary to permit the timely
performance by Seller of its responsibilities under this Agreement,
(e.g., physical and remote dial-up access to the Host Switch for
installation and services purposes), but also any arrangements
necessary for the ongoing operation of the Equipment in conjunction
with the Host Switch, shall be solely the responsibility of Buyer, and
failure by Buyer to timely make or maintain, any necessary arrangements
shall not excuse Buyer from its obligations under this Agreement.
Seller shall have no responsibility whatsoever under this Agreement for
the proper performance of the Host Switch or for any failures of the
Equipment resulting from improper performance of the Host Switch.
23
21.2 Buyer further acknowledges and agrees that the proper operation of the
Equipment and/or the availability of optional Software features, is
dependent upon having the appropriate Software Release Load operating
on the Host Switch.
22. EQUIPMENT CHANGES
With respect to any Purchase Order issued under this Agreement,
notwithstanding any other provisions contained in this Agreement,
Seller has the right, without prior approval from or notice to Buyer,
to make changes in the Equipment in whole or in part, or in the related
Specifications or other related documentation, or to substitute
products of later design at any time prior to delivery thereof,
provided that such changes do not adversely affect performance or
function. Seller is not obligated to make any such changes in items of
the Equipment previously delivered.
23. ANNEXES
The following Annexes shall form an integral part of this Agreement as
though written out in full in this Agreement:
Annex 1 - Equipment and Services Pricing
Annex 2 - Statement of Work/Sample Project Schedule
Annex 3 - DMS-MTX Acceptance Criteria
Annex 4 - Turnover and Acceptance Notices
Annex 5 - Seller Warranty Services
Annex 6 - Software License
Annex 7 - Documentation
Annex 8 - RF Engineering Services
24. GENERAL
24.1 This Agreement shall become effective upon execution by both parties;
however, Xxxxxx agrees that if the cellular licenses purchased from TDS
by Xxxxx are not transferred to Buyer by the last day of February,
1996, Buyer shall have the right to terminate this Agreement and shall
compensate
24
Seller for Seller's reasonable expenses incurred in the performance
of this Agreement up to the date of termination.
24.2 Buyer may assign or transfer this Agreement or any rights hereunder to
any other party only with the prior written consent of Xxxxxx. No
assignment or sublicense of or under this Agreement, or of any rights
under this Agreement, by Buyer, shall relieve Buyer of primary
responsibility for performance of Buyer's obligations under this
Agreement. Seller reserves the right to refuse to honor any assignment
or sublicense which, in the opinion of its legal counsel, would
require it to violate any United States export restriction, other law,
or regulation. Seller reserves the right to subcontract any portion of
its obligation under this Agreement, but no such subcontract shall
relieve Seller of primary responsibility for performance of Seller's
obligations under this Agreement.
24.3 Notices and other communications shall be transmitted in writing by
Certified U.S. Mail, postage prepaid, return receipt requested,
addressed to the parties as follows:
Northern Telecom Inc. Xxxxxx Communications Corp.
0000 X. Xxxxxxx Xxxxxxxxxx 00000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxx 00000 Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Director, Contracts Attention: Xxxxxxx Xxxxxx
cc: Program Manager President
Any notice given pursuant to this Section 24.2 shall be effective
five (5) days after the day it is mailed or upon receipt as evidenced
by the U.S. Postal Service return receipt card, whichever is earlier.
24.4 This Agreement may not be modified or amended or any rights of a
party to it waived except in a writing signed by duly authorized
representatives of the parties hereto.
24.5 Failure by either party at any time to require performance by the
other party or to claim a breach of any provision of this Agreement
shall not be construed as affecting any subsequent breach or the right
to require performance with respect thereto or to claim a breach with
respect thereto.
25
24.6 Each party shall be liable for direct losses incurred by the other
party due to personal injury or damage to tangible property,
including the Hardware, which results from the negligence of that
party's employees or agents, provided, however, that nothing in this
Section shall affect or in any way increase Seller's obligation under
this Agreement with respect to the performance of the Hardware and/or
Software. Except for personal injury, the total liability of Seller
for all claims of any kind for any loss or damage, whether in
contract, warranty, tort (including negligence), strict liability or
otherwise, arising out of, connected with, or resulting from the
performance or non-performance of this Agreement shall in no case
exceed the total Price of the Purchase Order accepted under this
Agreement giving rise to the claim.
24.7 The rights and obligations of the parties and all interpretations and
performance of this Agreement shall be governed in all respects by
the laws of the State of Texas except for its rules with respect to
the conflict of laws.
24.8 Article headings are inserted for convenience only and shall not be
used in any way to construe the terms of this Agreement.
24.9 The invalidity in whole or in part, of any provision of this Agreement
shall not affect the validity of the remainder of such provision of
this Agreement.
24.9.1 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together
shall constitute one and the same instrument.
24.10 Each party hereto represents and warrants that (i) it has obtained
all necessary approvals, consents and authorizations of third parties
and governmental authorities to enter into this Agreement and to
perform and carry out its obligations hereunder; (ii) the persons
executing this agreement on its behalf have express authority to do
so, and, in so doing, to bind the party thereto; (iii) the execution,
delivery, and performance of this Agreement does not violate any
provision of any bylaw, charter, regulation, or any other governing
authority of the party; and (iv) the execution, delivery and
performance of this Agreement has been duly
26
authorized by all necessary partnership or corporate action and this
Agreement is a valid and binding obligation of such party,
enforceable in accordance with its terms.
24.11 This Agreement constitutes the entire agreement between Seller and
the Buyer with respect to the subject matter hereof and supersedes
all previous negotiations, proposals, commitments, writings,
advertisements, publications and understandings of any nature
whatsoever. No agent, employee or representative of Seller has any
authority to bind Seller to any affirmation, representation, or
warranty concerning the System, except as stated in this Agreement
and unless such affirmation, representation, or warranty is
specifically included within this Agreement, it shall not be
enforceable by Buyer or any assignee or sublicensee of Buyer.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their representatives being thereunto duly authorized.
XXXXXX COMMUNICATIONS NORTHERN TELECOM INC.
CORPORATION
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------- ---------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
------------------------- -------------------------
(Type/Print) (Type/Print)
Title: President Title: Group VP & GM
------------------------ -------------------------
Date: 10-30-95 Date: 12/6/95
------------------------- --------------------------
27
ANNEX 1
EQUIPMENT AND SERVICES
PRICING
During the Term, Buyer may purchase Equipment in addition to the Initial
Purchase ("Additional Equipment") at the lower of Seller's list Prices as of the
Effective Date (a portion of which are set forth in Section 2.0), or Seller's
then-current Prices at the time of issuance of Purchase Order. All Equipment
Prices shall be subject to any applicable discounts set forth in Sections 1.0
and 5.0 hereof (and their respective inclusive subsections).
Not all of Seller's Equipment set out in this Annex 1 will necessarily function
together as a System. Upon request, Seller will verify the operational
compatibility of any particular Equipment. Unless otherwise specifically
stated, Installation, Commissioning and engineering are not included in List
Prices.
The Prices set out in Sections 1.0 of this Annex 1 are based on Buyer trading in
its MTXM Switch after Turnover. Prior to Turnover and at its own expense,
Buyer shall de-install the MTXM Switch in accordance with the project schedule.
After Turnover, Seller shall remove at its own expense such MTXM Switch.
1.0 INITIAL PURCHASE
1.1 SWITCH (WITH USED MSCC CABINET)
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
HARDWARE:
SuperNode SE Dual ICP (480 ports) - with MSCC 1 $1,145,223 $1,145,223
Cabinet
MCTM-I w/1 DTC (480 ports) 1 $248,397 $248,397
MCGM w/7-9.6 bps HDLC Links 1 $59,113 $59,113
Turbo Link Interface 1 $4,239 Included
MP Controller CP for Billing Xfer (NT1X89BA) 2 $3,150 $6,300
X.25 layer 2 Intersystem Link Cont. (NT6X91BB) 1 $1,705 $1,705
CCS7 8MEG Link Interface Unit (LIU V.35) 2 $13,352 $26,704
SNSE MAP Furniture 1 Included Included
Helmsman/Compass Documentation 1 $4,700 $4,700
SuperNode SE Spares 1 $175,486 $175,486
ICP Packfill 1 $257,625 $257,625
Hardware Subtotal $1,925,253
1-1
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
SOFTWARE: (SEE SECTION 1.3 FOR PACKAGES INCLUDED)
BCS Software License Fee LOT $25,000 $25,000
Additional Packages LOT $426,900 $426,900
Software Subtotal $451,900
25% SWITCH AND SOFTWARE DISCOUNT ($594,288)
Used SNSE Cabinet Discount ($514,815)
Incremental ICP Packfill Discount ($200,379)
MTXM Trade-In Discount ($200,000)
EF & I:
NORTEL Engineer, Install & Commission LOT $177,658 $177,658
ICP Packfill Install & Commission LOT $7,160 $7,160
EF&I Subtotal $184,818
SWITCH NET TOTAL PRICE $1,052,489
1.2 CELL SITES (DUAL MODE)
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
1. NEW SITE 1
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
2. NEW SITE 2
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
3. NEW SITE 3
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
4. NEW SITE 4
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
1-2
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
5. NEW SITE 5
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
6. NEW SITE 6
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
7. NEW SITE 7
16 Channel OMNI cell site (CC1016NU) 1 $115,534 $115,534
Integrated Cellular Remote Module (ICRM) 1 Included Included
Auto Tune Combiners LOT Included Included
Subtotal $115,534
SPARES:
Cell Site Spares (ICRM/DRU) LOT $54,974 $54,974 $54,974
Cell Site Subtotal $863,712
25% CELL SITE DISCOUNT ($215,928)
DUAL-MODE RADIO UNITS:
Dual Mode Radio Unit (DRU) CCH & LCR 14 $10,500 $147,000
Dual Mode Radio Unit (DRU) VOICE CHANNELS 98 $10,500 $1,029,000
Radio Units Subtotal $1,176,000
25% Radio Units DISCOUNT ($294,000)
EF&I:
Eng., Install & Commission 16 CH. Cell Site 7 $11,058 $77,406
EF&I Subtotal $77,406
VOLUME DISCOUNT ($509,928)
CELL SITE & RADIO UNITS TOTAL NET PRICE $1,097,262
----------
TOTAL INITIAL PURCHASE $2,149,751
Training (Annex 1, Section 4.0) $56,055
RF Engineering Services (Annex 1, Section 1.4) $111,700
----------
Initial Purchase Services Credit ($191,755)
TOTAL NET PRICE (INITIAL PURCHASE, RF ENG. SERV. & TRAINING) $2,125,751
1-3
1.3 SOFTWARE
13.1 SOFTWARE. The items listed below as "included" are included in the Price
quoted for the Switch in Section 1.1 of this Annex 1.
UNIT EXTENDED
ITEM DESCRIPTION PEC PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
1 Automatic Trunk Testing NTX051AA $5,000 Included
2 Network Management NTX080AB $20,000 Included
3 DS-1 64 Kb/s Clear Channel NTX142AA $5,000 Included
4 DS-1 Extended Superframe Format NTX143AA $2,000 Included
5 Focused Maintenance NTX272AA $10,000 Included
6 Enhanced Security w/o Password Encrypt NTX292BA $3,000 Included
7 Vertical Features KIT NTX325AA $40,000 Included
8 MTX Split Ticket Billing NTX332AA $5,000 Included
9 CDR Search On Disk NTX333AA $10,000 Included
10 Dynamic Power Control NTX336AA $5,000 Included
11 Malicious Call Trace NTX337AA $25,000 Included
12 Cellular Hotline NTX373AA $30,000 Included
13 Credit Card Calling NTX375AA $20,000 Included
14 IS-41+ Networking NTX378AB $25,000 Included
15 Network Messaging Enhancements NTX377AA $25,000 Included
16 Dedicated Access (FXS) NTX379AA $10,000 Included
17 OM Thresholding & Alarms NTX385AA $1,000 Included
18 OM Selective Output NTX445AB $5,000 Included
19 Switch Performance Monitoring System NTX738AC $20,000 Included
20 Switch Path Diagnostics NTX885Ab $10,000 Included
21 MPC Multi-link Mgmt NTX892AA $5,000 Included
22 MPC X.25 Interface NTXE85AA $18,000 Included
23 High Speed MPC NTXE98AA $3,000 Included
24 DMS Base Data Access Interface NTXG13AA $7,000 Included
25 Time of Day Routing NTXG51AA $10,000 Included
26 MTX Equal Access Enhance Office (BCS 35) NTXG53AB $15,000 Included
27 Expanded Spectrum NTXG58AA $25,000 Included
28 Follow Me Roaming NTXG57AA $25,000 Included
29 Centralized Operational A & M NTXG82AA $16,500 Included
30 Account Code Billing NTXG86AA $30,000 Included
31 Real Time Billing NTXG87AA $30,000 Included
32 STSR Sectorization NTXG88AA $25,000 Included
33 Maintenance Manager Morning Report NTXJ35AA $5,000 Included
34 Surveillance NTXL20AA $25,000 Included
35 Network Boundary Paging NTXL24AA $17,500 Included
36 Mobile Jamming Detection NTXL25AA $20,000 Included
37 Call Delivery Activatable NTXL28AA $30,000 Included
38 Mobile Tracking NTXL61AA $15,000 Included
1-4
UNIT EXTENDED
ITEM DESCRIPTION PEC PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
39 Remote Call Forw Activate/De-Activate NTXL62AA $30,000 Included
40 IS41 Enhanced Roamer Validation NTXM17AA $50,000 Included
41 IS-41 Rev.8 NTXM30AA $32,000 Included
42 Call Forwarding Enhancements NTXM31AA $10,000 Included
43 Visitor Location Register NTXM32AA $41,000 Included
44 Active Mobile Paging NTXM33AA $53,000 Included
45 Manufacturers ESN Fraud NTXM34AA $10,000 Included
46 Expanded Call Forwarding Feature Codes NTXM39AA $24,000 Included
47 MPC 1984 MPC X.25 NTXN85AA $1,875 Included
48 EDRAM Upload NTXS72AA $35,000 Included
49 XPM+ Based ICP NTXX89AA $11,000 Included
50 Multi-Net. Protocol (Billing File Xfer.) NTXX98AA $10,000 Included
51 Networking Software including: SB1204NU $345,500 $345,500
MTX to MTX handoff & call delivery-
IS-41 Rev A networking software for
SS7 & X.25 layer 2 (pt. to pt.)
Software Subtotal $345,500
1.3.2 The following Software is priced on a per voice channel basis except
where indicated with an asterisk. The Total Software Additions Price
set out below is included in the Subtotal for Software in Section 1.1
of this Annex 1.
VOICE UNIT
ITEM DESCRIPTION PEC CHANNELS PRICE TOTAL
---- ----------- --- -------- ----- -----
MTX 01 FEATURES:
1 Dual Mode Message Waiting Notification NTXX55AA 200 $31 $6,200
2 Audio Message Waiting Notification NTXX57AA 200 $31 $6,200
3 Translations per Sector NTXX58AA 200 $12 $2,400
4 Multiple TLDN pool NTXX59AA 200 $12 $2,400
5 Handoff by station class mark NTXX64AA 200 $18 $3,600
6 Single switch multi-LATA NTXX67AA 200 $12 $2,400
7 Multiple tumbling ESNs NTXX69AA 200 $6 $1,200
8 Single carrier duplex ICRM NTXX75AA 200 $18 $3,600
9 Optimal power handoff NTXX77AA 200 $6 $1,200
10 Cancel Call Waiting NTXX78AA 200 $12 $2,400
11 Roaming do not disturb NTXX92AA 200 $12 $2,400
MTX 01 Software Subtotal $34,000
1-5
VOICE UNIT
ITEM DESCRIPTION PEC CHANNELS PRICE TOTAL
---- ----------- --- -------- ----- -----
MTX 02 FEATURES:
1 Zone Paging NTXXO5AA 200 $18 $3,600
2 Microcell Software Support* NTXX05AA 1 N/C N/C
3 Mobile Status Link NTXXO8AA 200 $92 $18,400
4 ICRM Drop and Insert NTXX10AA 200 $18 $3,600
5 Drop Call Reduction* NTXX62AA 1 $3,400 $3,400
6 CLID Presentation NTXX58AA 200 $92 $18,400
7 CLID Restriction NTXX93AA 1 Included Included
8 ISUP Base NTXX01AA 1 Included Included
9 MTIX TR-317 NTXXO9AA 1 Included Included
10 CDPD-MDIS Base* NTXX14AA 0 $77,000 $0
11 CDPD-MDBS priced per CDPD radio NTXX14AAR 0 $1,540 $0
MTX 02 Software Subtotal $47,400
1.3.3 With respect to the purchase of Software features by Buyer other than
the purchase of such features as part of the Initial Purchase,
Seller's unit price for an individual Software feature priced on a per
voice channel basis (as set out in 1.3.2 above) shall remain fixed
until Buyer has purchased such feature for two thousand (2,000) voice
channels. Seller shall not charge Buyer for any number of voice
channels in excess of a total of two thousand (2,000) for any one
feature.
1.4 RF ENGINEERING SERVICES
Buyer shall purchase from Seller as part of the Initial Purchase the
RF Engineering Services listed below. Buyer shall purchase such
Services at the List Prices for twenty-eight (28) cell sites as set
out below. The Comprehensive System Performance Optimization Package
may not be unbundled.
CELL SITE EXTENDED SYSTEM
SERVICE/PACKAGE PRICE PRICE PRICE T&L TOTAL
--------------- ----- ----- ----- --- -----
Frequency Plan Optimization
Service (Existing System) $375 $10,500 $4,250 $14,750
Comprehensive System
Performance Optimization
Service Package $2,850 $79,950 $11,500 $5,000 $96,950
------
TOTAL RF ENGINEERING SERVICES (28 CELL SITES) $111,700
1-6
1.4.1 Comprehensive System Performance Optimization Service Package
("CSPSO")
The CSPSO consists of the following Services:
(a) System Propagation Prediction and Plot
(b) System Propagation Prediction Analysis
(c) Comprehensive System Performance Optimization
(d) Dropped Call and Hand-off Performance Analysis
1.4.2 A Statement of Work defining the work requirements and
responsibilities of both Seller and Buyer which are necessary for
Seller to provide the Frequency Plan Optimization Service and CSPSO is
included in Annex 8 of this Agreement.
2.0 ADDITIONAL EQUIPMENT
List
Description Price
----------- -----
SWITCHING & SOFTWARE
MCTM-I w/1 DTC (480 ports) $248,397
DTC Packfill (480 ports) $210,320
MCTM-I w/1 ICP (240 ports) $310,000
ICP Packfill $257,625
CELL SITE RF
16 Channel OMNI cell site (CC1O16NU) $115,534
Integrated Cellular Remote Module (ICRM) INCLUDED
Auto Tune Combiners INCLUDED
24 Channel OMNI cell site (CC1024NU) $152,544
Integrated Cellular Remote Module (ICRM) INCLUDED
Auto Tune Combiners INCLUDED
32 Channel OMNI cell site (CC1032NU) $172,146
Integrated Cellular Remote Module (ICRM) INCLUDED
Auto Tune Combiners INCLUDED
8 CH NT800DR RF Expansion OMNI w/ ATC* $29,631
16 CH NT800DR RF Expansion OMNI w/ ATC* $49,233
RADIOS
Dual Mode Radio Unit (DRU) VOICE CHANNELS $10,500
* The required cables and miscellaneous materials are not included. Upon
Xxxxx's request, Seller will provide a Price quote for such cables and
miscellaneous materials based on Seller's List Price as of the date of this
Agreement.
1-7
3.0 ADDITIONAL SOFTWARE LICENSE FEE
Software Release License Fee for MTX
releases subsequent to release contained
in the Initial Purchase----------------------- $25,000 (per release)
Software License Fees shall be charged for each Switch and do not
include any additional Hardware that may be required. Such Fees shall
not include charges for optional Software or Software operating
outside the DMS-MTX core. The above quoted Software License Fee for
MTX releases subsequent to the release contained in the Initial
Purchase shall not be subject to discounts or credits of any kind.
Prices for optional Software features or Software operating outside
the DMS-MTX core shall be at Seller's then-current List Prices less
the applicable discount set out in Section 5 of this Annex 1 with the
exception described in Subsection 1.3.3 above for Software features
priced on a per voice channel basis.
4.0 TRAINING
Buyer shall purchase the Seller recommended training courses listed
below which have designated quantities greater than "0." Buyer shall
purchase such courses in the quantities and at the unit and extended
Prices set out below. If applicable, Buyer shall refer to Seller's
course catalog for prerequisite courses to determine the order in
which courses must be taken. Seller recommends that Xxxxx's personnel
be trained prior to Installation of Initial Purchase. Prices for
courses not purchased by Buyer are subject to change. Prices for
training are exclusive of travel, lodging, food, and incidental
expenses, which shall be for Buyer's account. Course content is
subject to change at Seller's discretion.
UNIT EXTENDED
ITEM DESCRIPTION QTY PRICE PRICE TOTAL
---- ----------- --- ----- ----- -----
CLASSROOM COURSES:
1 Introduction to MTX MAP #925 0 $855 $0
2 DMS-MTX Maintenance #944 3 $4,275 $12,625
3 Cell Site Operations & Maintenance #963 3 $1,425 $4,275
4 Cell Translations & Appl. #980 3 $1,425 $4,275
5 Cell Site Data Base #982 3 $1,425 $4,275
6 DMS-MTX Networking (IS-41 Rev. B) #984 3 $1,425 $4,275
7 Cellular Intermediate RF Engineering #1000 0 $856 $0
8 MTX-01 Cellular Hand-off #1001 0 $570 $0
9 System Performance Audits #1002 0 $570 $0
10 System Performance Optimizations #1003 0 $855 $0
ON-SITE TRAINING:
11 Introduction to MTX MAP #925 6 $855 $5,130
12 Cellular Intermediate RF Engineering #1000 $9,000 $9,000
13 MIX-01 Cellular Hand-off #1001 $6,000 $6,000
14 System Performance & Opt. Audits #1002 $6,000 $6,000
On site training requires a minimum of 6 people; the maximum is 20.
TOTAL $56,055
1-8
5.0 DISCOUNTS AND CREDITS
5.1 All discounts are included in the Prices set forth in Section 1.0 for
Initial Purchase and such Prices are not subject to any additional
discounts.
5.2 All Equipment other than the Equipment in the Initial Purchase shall
be discounted at thirty percent (30%) off Seller's List Prices for
such Equipment, except Dual Mode Radio units shall be discounted at
forty percent (40%) off such List Prices.
5.2.1 Subject to Subsection 5.2.2 below, Seller shall grant purchase credits
to Buyer in the categories of Additional Equipment listed below
resulting from Buyer's purchase of such Additional Equipment ("AE
Credits"). Such AE Credits shall be for an amount equal to the actual
dollar amounts resulting from the application of the formula set out
for each category of Additional Equipment.
CATEGORY OF ADDITIONAL EQUIPMENT ADDITIONAL
-------------------------------- EQUIPMENT CREDIT
----------------
Switch Equipment 4% of the Net Price of
Switch Equipment = AE
Credit dollar amount
Software 4% of the Net Price of
Software = AE Credit
dollar amount
Cell Site 15% of the Net Price of
Cell Site Equipment =
AE Credit dollar amount
Radio Units 5% of the Net Price of
Radio Units = AE Credit
dollar amount
5.2.2 The credits described in Subsection 5.2.1 above may be earned only if
Buyer issues Purchase Orders to Seller for Additional Equipment on or
before September 1, 1997 in an aggregate amount of not less than $1.7M
(Net Price) AND if Buyer takes delivery of all such Additional
Equipment on or before December 31, 1997. Any such credits shall be
valid only until the expiration of the Term or any mutually agreed
extension thereof.
5.3 Services and OEM Equipment are not subject to discounts, except for
the Initial Purchase Services Credit set out in Section 1.2 of this
Annex 1.
1-9
ANNEX 2
STATEMENT OF WORK/SAMPLE PROJECT SCHEDULE
1.0 This Statement of Work defines the work requirements and
responsibilities of both Seller and the Buyer which are necessary to
engineer, furnish, deliver, install and test the Equipment furnished
hereunder at the Installation Site(s) in accordance with the Project
Schedule contained herein. Seller's obligation to perform the Services
described hereunder assumes receipt and acceptance of a valid Purchase
Order for such Services and associated Equipment.
2.0 SELLER'S RESPONSIBILITIES
Seller, or its designated subcontractor, shall perform the following:
2.1 Engineer, furnish, deliver, install and test all Equipment in
accordance with the applicable Specifications and in accordance with
this Annex 2. Any changes to the Statement of Work will cause
adjustments to this Annex and may affect the Equipment pricing.
2.2 In conjunction with a Switch Installation, furnish a Customer Input
("CI") Questionnaire and Data Base Engineering Questionnaire to Buyer
on or before the date as specified in the Project Schedule.
2.3 In conjunction with a Switch Installation, perform a site visit on or
before the date as specified in the Project Schedule to Buyer's
facilities to review the information requested on the Questionnaires,
survey the Installation Sites(s) and generate floor plans to be used
to engineer and install the Equipment. Any services outside this
Statement of Work requested by Xxxxx as a result of the CI meeting
shall be quoted by Xxxxxx, upon request by Xxxxx, and if accepted by
Buyer, will be documented in a Change Order pursuant to Section 17 of
the Agreement.
2.4 During a Switch Installation, provide draft floor plans for the Switch
Installation Site to the Buyer on or before the date as specified in
the Project Schedule. Floor plan layouts will be finalized at the CI
meeting.
2.5 Ship the Equipment for which Seller has accepted a Purchase Order to
the Installation Site location(s) specified below on or before the
date as specified in the Purchase Order and/or Project Schedule ("D"
Date). Delivery will be delayed if the Installation Site(s) are not
made ready by the "D" Date.
2-1
2.5.1 SWITCH LOCATION
Name:______________________________________
Street Address:____________________________
City:______________________________________
State/Country/Zip Code:____________________
2.5.2 CELL SITE(S)
Name:______________________________________
Street Address:____________________________
City:______________________________________
State/Country/Zip Code:____________________
2.6 Begin the Installation on or before the date as specified in the
Project Schedule ("H" Date), of the Equipment specified in Buyer's
Purchase Order according to the applicable sections of the Northern
Telecom Installation Manual and the engineering specifications and
drawings generated for the Equipment. The Installation work will be
done in a professional workmanlike manner.
2.7 Provide all tools, Installation and test equipment necessary for
performance of Seller's obligations listed in this Annex. Any use of
tools and/or test equipment by the Buyer must be approved by Seller
and may subject Buyer to additional charges.
2.8 Comply with the Buyer's security regulations for the Installation
Site(s).
2.9 Furnish the System Documentation as described in Annex 7 on or before
the date as specified in the Project Schedule.
2.10 Engineer, furnish, install and test the following materials required
to connect from Seller provided Equipment to the demarcation points
defined below:
2.10.1 RF Demarcation
The RF demarcation point is defined as the RF output connector port(s)
on the combiner(s) and the antenna input port(s) on the receive
multicoupler(s) in the cell site equipment frames. Seller will provide
all Equipment including voice frequency ("VF") and radio frequency
("RF") cables, wire, and associated materials for both Inter- and
Intra-frame connections. (RF jumpers (including connectors] to the
Buyer's antenna system main transmission line shall be provided by the
Buyer in accordance with Section 3.6 herein.)
2-2
2.10.2 Telco Facilities Demarcation
The Telco Facility demarcation point is defined as the Main
Distribution Frame (MDF) and shall be provided by the Buyer. Terminal
blocks required for Equipment, VF, data, and alarm cables will be
provided and installed by Seller on the Buyer's MDF. Fifty feet of
each type cable (standard length) shall be provided by Seller per
Installation Site to connect the Equipment to the MDF. Seller will
cross connect the jumpers as directed by the Buyer. Appropriate
Information must be supplied by the Buyer in such cases. Additional
cable and associated materials, if required, will be provided at
Buyer's expense. Seller shall terminate MTX DS-1 cables to the
Buyer-provided DSX-1 panel. Buyer shall be responsible for bringing
all other DS-1 facilities to the DSX-1.
2.10.3 DC Power System Demarcation
The DC power system demarcation point is defined as the DC power board
fuse(s) and/or breaker(s). Wire for each power and return lead shall
be provided by Seller for each Installation Site (a maximum of 50 ft.
per frame) to connect to the Equipment. Additional wire and associated
materials, if required, will be provided at Buyer's expense. DC fuses
and/or breakers and any other part of the power board or DC power
system (including inverters) are not provided by Seller. The required
fuse and/or breaker quantities and sizes are available upon request.
2.10.4 Alarm System Demarcation
The Alarm System demarcation point is defined as the Seller furnished
alarm terminal block. Fifty feet of alarm cable shall be provided by
Seller per Installation Site to connect Equipment alarms to the
terminal block. Fifty feet of cable shall also be provided to connect
Seller's alarm display and control panel at the MTX. Additional cable
and associated materials, if required, will be provided at Buyer's
expense. Any alarm points that the Buyer may want to take to an
external alarm system will be done at the Buyer's expense.
2.11 Fifty feet of wire for each ground lead extending from Equipment to
the Main Ground Bar (MGB) shall be provided by Seller per Installation
Site.
2.12 During a Switch Installation, furnish, install and test one VDU, one
printer, one Norstar KSU equipped with two telephone sets and fifty
feet of associated cable with terminal blocks. Any additional items
will be provided and installed at Buyer's expense.
2.13 Complete the Installation and Testing on or before the date as
specified in the Project Schedule ("K" Date).
2-3
2.14 Provide training to the Buyer as described in Annex 1 and in
accordance with Xxxxx's Purchase Order(s) as soon as course schedules
and Buyer's schedule allows.
2.15 Provide ongoing Technical Assistance Service (TAS) as described in
Annex 5.
NOTE: THE MATERIALS AND SERVICES DETAILED ABOVE REPRESENT SELLER'S TOTAL
RESPONSIBILITY FOR INSTALLATION ACTIVITIES. ANY ADDITIONAL MATERIALS
AND LABOR BEYOND THOSE DESCRIBED HEREIN SHALL BE QUOTED AND FURNISHED
BY SELLER, AT BUYER'S REQUEST, IN ACCORDANCE WITH ARTICLE 17 OF THE
SUPPLY AGREEMENT.
3.0 BUYER'S RESPONSIBILITIES
Buyer or its designated subcontractor, shall perform the following:
3.1 Provide overall program management and engineering functions related
to the Buyer's responsibilities listed in this Agreement. This
includes, but is not limited to, management of schedules for other
equipment suppliers, telco circuit orders and engineering relating to
Installation Site locating, frequency planning coordination and RF
propagation studies and coverage verification.
3.2 Provide all real estate property, environmental approvals, leases,
rents, and all permits and licenses, including but not limited to,
Certificates of Occupancy, FCC construction permits, zoning and FAA
permits.
3.3 Gather the information necessary to complete the Customer Information
and Data Base Questionnaires on or before the date as specified in the
Project Schedule.
3.4 Review, approve and return Xxxxxx's draft floor plan for each
Installation Site on or before the date as specified in the Project
Schedule.
3.5 Provide all required civil engineering and construction work
including, but not limited to, site preparation such as grading, tree
removal, roads, tower and building foundations, and fencing.
3.6 Provide and install towers, coax bridges, antennas, transmission line
and associated materials. This includes RF jumpers (with connectors)
between the main transmission line and the RF equipment bays. Antenna
system return loss measurements and other antenna system tests are the
Buyer's responsibility.
3.7 Provide adequate building facilities, utilities, space and
environmental conditions for Seller's Installation personnel and
Equipment as well as any other Buyer equipment on or before the date
as specified in the
2-4
Project Schedule ("J" Date). The minimum building requirements are
given below. The Equipment environmental and space requirements are
given in Section 4.0 of this Annex.
3.7.1 Building facilities shall be provided with air-conditioning, heating,
ventilation, lighting and have adequate working space that is free of
debris and other clutter which might hinder the Installation. The
building must be dry and free from dust and in such condition as not
to be hazardous to Seller personnel or the Equipment and materials to
be installed. Seller shall gather and separate debris from usable
material, mark accordingly, and place in an area identified by Buyer
for Buyer's pick-up and disposition.
3.7.2 Provide any building renovations, computer floors and wall
penetrations. Provide openings (including elevator space where
required) to allow the Equipment to be placed into position.
3.7.3 Provide and install adequate fire fighting apparatus at each
Installation Site. Activation of a water fire extinguishing system may
void the warranty on the Equipment.
3.7.4 Provide and install all required commercial AC power and associated
fixtures including, but not limited to, AC panels, AC circuit
breakers, AC fuses, building wiring, convenience outlets, lighting and
AC grounds. All electrical facilities shall conform to the latest
issue of the National Electrical Code (NEC) and any local codes to
insure a safe work area.
3.7.5 Provide adequate security for the Equipment, installation materials
and tools at each Installation Site and/or storage facility (if
required).
3.7.6 Provide three telephone lines (two for modems and one telephone set),
and service (dial tone from a local exchange) at each switch
Installation Site and one telephone set at each cell site on or before
the "H" Date.
3.8 Engineer, furnish, deliver, install and test the following on or
before the "S" Date as specified in the Project Schedule in a
professional and workmanlike manner:
3.8.1 All overhead cable trays at each Installation Site.
3.8.2 An MDF for each Installation Site. The MDF can be a free standing rack
or a plywood panel board (4' x 8' x 5/8" typical) for wall mounting.
3.8.3 A single point grounding system, including an MGB and all subsequent
connections to the ground field shall be provided for the Equipment at
each Installation Site. The ground fields shall measure 5 ohms or
less.
3.8.4 A negative 48 VDC power system and a 500VA DC to AC inverter for each
DMS-MTX switch and a +24VDC power system for each cell site
2-5
including all required fuses and/or circuit breakers for all Equipment
and any Buyer provided equipment. This includes any alarm cables,
terminal blocks and AC power wiring.
3.8.5 Dedicated DS-1 facilities to connect each DMS-MTX switch to the PSTN
and to each cell site. If direct digital DS-1 facilities are not
available, the Buyer may incur additional costs to interface the
Equipment. DS-1 facilities are to be provided (from the DSX-1 panel
provided by Buyer) to the Telco Facility demarcation point as defined
in paragraph 2.10.2 of this Annex at each Installation Site.
3.8.6 All channel banks and DSX-1 cross connect panels including: any
associated relay racks; fuse and alarm panels; power wiring; HF
cables; jumpers; alarm cables; VF xxxx xxxxxx; patch cords and
terminal blocks. Channel bank make and model numbers must be approved
by Seller prior to their use. Channel banks must be equipped with two
4-wire 56 kb/s dedicated data circuits and one dedicated 4-wire audio
circuit per cell site voice channel to each cell site. Any other
associated equipment such as ring generators and other channel units
are to be provided by the Buyer.
3.8.7 All alarm sensors and wiring, other than those which are included in
Equipment, and connect to Buyer provided alarm terminal blocks. This
includes, but is not limited to, open door, high/low temperature,
tower lights and smoke detector alarm sensors.
3.9 Provide Seller designated personnel free access to each Installation
Site as required to perform Seller's obligations under this Agreement.
Access is to be provided as follows:
3.9.1 Adequate roads and parking to each site for delivery vans and
two-wheel drive vehicles.
3.9.2 All required security passes and clearances.
3.9.3 24 hours/day, 7 days a week access to the Equipment. Seller shall
provide Buyer twenty-four hours' advance notice of the need for
access. Telephonic notification is permissible.
3.10 Provide or bear the cost for any special equipment required to deliver
Equipment to the Installation Site(s) such as 4-wheel drive vehicles,
bulldozers, cranes, helicopters, etc.
3.11 Provide and install all materials required to adequately support and
brace the Equipment in accordance with the seismic risk zone of each
Installation Site.
3.12 Buyer shall provide free telephone service (air time and long
distance) to Seller personnel during the Installation, testing, and
service period of the project. The purpose of such service will be to
support the Equipment Installation for testing purposes, business
communications, and safety needs of Seller personnel. The free service
shall include, but not be
2-6
limited to, activation charges, air time, long distance, and roamer
charges. All traffic generated by Seller personnel will be limited to
business and Equipment testing purposes only. Any personal calls will
be the responsibility of Seller.
3.13 The Buyer and/or its representatives are encouraged to be present for
preliminary testing and Turnover. Sign-off sheets in Annex 4 shall
serve to provide a test record and establish the warranty start date.
4.0 DMS-MTW/Northern Telecom Cell Site Environmental Requirements (For
MTXD)
4.1 The Equipment is designed to operate in the controlled environment
described below. Operation outside the normal conditions will void the
warranty. The more stringent conditions will govern for co-located
switch and cell site configurations.
4.2 Ambient Temperature
4.2.1 System Normal Extreme
DMS-MTX/NT Cell Site 50 to 86 deg. F 41 to 120 deg. F
Conditions above or below the normal tolerance for more than 72
consecutive hours and 15 days maximum per year are considered extreme.
The rate of change shall not exceed 15 degrees F per hour.
Ambient Temperature is measured at a point 5 feet above floor level
and either mid-aisle or 15" in front of the equipment, whichever is
less.
4.2.2 Storage Ambient Temperature: -40 to 160 deg. F.
4.3 Relative Humidity (non-condensing)
4.3.1 System Normal Extreme
DMS-MTX 20% to 55% 20% to 80%
NT Cell Site 20% to 55% 5% to 65%
The DMS-MTX switch is allowed 80% relative humidity at an ambient
temperature that cannot exceed 70 degrees F. At an ambient
temperature of 120 degrees F, the maximum allowable relative humidity
is 30%.
Relative humidity is measured at a point 5 feet above floor level and
either mid-aisle or 15" in front of the equipment, whichever is less.
4.3.2 Storage Humidity: 10% to 90%; maximum water vapor pressure not to
exceed 25 mmHg.
2-7
4.4 Air Cleanliness
The Equipment functions indefinitely in an ambient air having a
cleanliness standard no higher than class 100,000. Classes are defined
as the number of particles of 0.5 microns and larger, per cubic foot.
4.5 Space Requirements
The minimum distance between the ceiling and the finished floor is
9'-0" at all Installation Sites. Each DMS-MTXD cabinet is 28.4" x 28"
x 72" (WxDxH). All SuperNode cabinets are 42" x 24" x 72" (WxDxH). The
minimum front and rear aisle space is 36". Each cell site frame is 23"
x 18" x 84" (WxDxH). However, the footprint space required is 23" x
26" x 84", which space is in addition to the minimum aisle space
required: 36" in front; 24" in rear; 6" at the side.
4.6 Floor and Heat Dissipation Requirements
4.6.1 The Buyer's building facilities shall accommodate the following
Equipment parameters. (The number and type of cabinets and frames
depend upon the configuration requirements):
Heat
4.6.2 DMS-MTX Cabinets Weight (lbs) Dissipation (BTU/Hr)
MCAM 643 2305
MCEX 650 2000
MCOR 725 4380
MNET 675 4380
MCTM-I 710 3546
LPP 1100 13831
ENET 1120 3740
MSCC 1600 13652
MDSP 663 1068
4.6.3 NT Cell Site Frames
Common Equipment 400 2600
8 Channel RF frame 600 5500
16 Channel RF frame 800 11000
5.0 (SAMPLE) Project Schedule (In Weekly Intervals)
The sample project schedule listed below shall serve as an
informational guideline for the time periods involved in a typical
System installation. The project intervals assume one DMS-MTX and up
to 5 NT cell sites maximum. Add one week for each additional cell
site. Buyer and Seller shall agree upon specific Project Schedules
and/or delivery dates on a case-by-case basis prior to Seller's
acceptance of a Purchase Order.
2-8
Responsible
Week Milestone Event Party
---- --------------- -----------
1 Purchase Order Documents completed Seller/Buyer
and accepted by Seller
2 Send Customer Input/Data Base Seller
Questionnaire to Buyer
4 Customer Information Meeting with Seller/Buyer
Buyer (site survey may be performed)
6 Issue Draft Floor Plans to Buyer Seller
7 Approved Floor Plans returned to Seller Buyer
11 Installation Site Ready ("J" Date) Buyer
12 Ship MTX ("D" Date) Seller
13 Ship System Documentation Seller
13 Overhead Cable Tray/MDF Available ("S" Date) Buyer
13 DC Power/Ground System Available ("S" Date) Buyer
13 DS-1 Facilities/Channel Banks/DSX-1 Buyer
Cross connect Panels/Buyer's External
Alarm Points Available ("S" Date)
14 Start Installation ("H" Date) Seller
15 Frequency Plans provided Buyer
19 Installation Complete ("K" Date) (See Note) Seller
20 Pre-In-service check Seller
21 System In-service ("IS" or "Turnover" Date) Seller/Buyer
NOTE: Seller's Price assumes continuous performance of on-site Installation
and Commissioning Services without delay or interruption of Services.
In the event of delays or disruption of Services, Buyer and Seller
shall agree upon a revised Project Schedule, provided, however, that
in the case of a schedule revision, there may not necessarily be a
day-for-day adjustment to the schedule.
2-9
ANNEX 3*
DMS-MTX ACCEPTANCE CRITERIA
SITE: ____________________ DATE STARTED: ____________________
PROJECT: ____________________ COEO: ____________________
LOCATION: ____________________ DATE COMPLETED:____________________
____________________ SELLER REP: ____________________
BUYER REP: ____________________
SELLER BUYER
SECTION NAME INITIALS INITIALS
1225 EQUIPMENT GROUNDING VERIFICATION ________ ________
5160 POWER UP DMS SUPERNODE ________ ________
5172 POWER VERIFICATION ________ ________
5454 SLM COMMISSIONING ________ ________
5045 AUTOLOAD ROUTE VERIFICATION ________ ________
5620 OFFICE IMAGE CAPTURE-SUPERNODE ________ ________
5453 DMS-CORE COMMISSIONING ________ ________
5615 DMS-BUS COMMISSIONING ________ ________
5211 SYSTEM LOADING ENET ________ ________
5198 ENET COMMISSIONING ________ ________
5184 SPARE CIRCUIT PACK TEST DMS-SUPERNODE ________ ________
0310 CORE MAINTENANCE (PROC. 4,5,6,7 SECT. 4.7,4.8) ________ ________
0345 PERIPHERAL MODULE DIAGNOSTICS ________ ________
5350 TRUNK DIAGNOSTICS ________ ________
0831 INSTALLATION AND TEST OF DDU ________ ________
0177 MAGNETIC TAPE DRIVE TESTS ________ ________
5472 CABINET ALARM TESTING ________ ________
0190 CARRIER INTERFACE CARD FIELD EQUALIZATION ________ ________
5215 DRAM TESTING ________ ________
0461 TONES AND ANNOUNCEMENTS ________ ________
0691 ICP POWER VERIFICATION AND LOADING ________ ________
5025 ICP DIAGNOSTICS ________ ________
5180 ADDITION AND TESTS OF STRATUM 2 CLOCK ________ ________
5616 ADDITION AND TEST OF STRATUM 2.5 CLOCK ________ ________
5623 SYNCHRONIZATION FEATURE TEST ________ ________
0692 MTX TRUNK OPERATIONAL FEATURE TEST ________ ________
0693 AMA/CDR TEST ________ ________
0385 SPARE CIRCUIT PACK TEST ________ ________
5645 LIM LGADING AND DIAGNOSTICS ________ ________
* All of the Test Criteria set forth in this Annex 3 may not be applicable to
the Equipment being ordered by Buyer under a Purchase Order. If a
referenced Section is not applicable, "NA" will be written in and Seller
and Buyer will initial off appropriately.
In certain instances it may be necessary for Seller to perform
additional Testing, depending on the Equipment being ordered under
Buyer's Purchase Order. When this occurs, the Section from Seller's
installation manual that the Equipment is to be Tested against will be
written in, and following successful completion of the Test, Seller and
Buyer will initial off appropriately.
3-1
ANNEX 3*
DMS-MTX ACCEPTANCE CRITERIA
(CONTINUED)
SELLER BUYER
SECTION NAME INITIALS INITIALS
0446 OPERATIONAL MEASUREMENT TEST ________ ________
0690 CSC DATA LINK TEST ________ ________
**** 0.R.R. (OFFICE RELEASE RECORD) ________ ________
SELLER: __________________________ DATE:_____________________________
BUYER:____________________________ DATE:_____________________________
3-2
ICP BASED CELL (ANALOG) ACCEPTANCE CRITERIA
SITE: ____________________ DATE STARTED: ____________________
PROJECT: ____________________ COEO: ____________________
LOCATION: ____________________ DATE COMPLETED:____________________
____________________ SELLER REP: ____________________
BUYER REP: ____________________
SELLER BUYER
SECTION NAME INITIALS INITIALS
1290 PROCEDURE TO INSTALL NT800 BASE ________ ________
1225 GROUND VERIFICATION ________ ________
1279 PROCEDURE TO VERIFY POWER ________ ________
1271 POWER AND GROUND VERIFICATION ________ ________
1269 TESTING THE MASTER OSCILLATOR ________ ________
1299 TRANSCEIVER DEBUG OPERATION ________ ________
1298 CELL SITE TRANSCEIVER TRANSMIT TEST ________ ________
1297 CELL SITE TRANSCEIVER RECEIVE TEST ________ ________
1296 TRANSCEIVER AUDIO ALIGNMENT ________ ________
1272 POWER AMPLIFIER MODULE TESTING ________ ________
1295 COMBINER TUNING AND TESTING ________ ________
1273 TESTING THE RCMI IN AN NT800 CELL SITE ________ ________
1294 TESTING CELL SITE ALARMS ________ ________
5224 ANTENNA AND TRANSMISSION LINE TEST ________ ________
**** X.X.X. (OFFICE RELEASE RECORD) ________ ________
1106 CELL SITE EXTENDED SPECTRUM FRAME TEST ________ ________
MOBILE ORIGINATION AND TERMINATION TEST ________ ________
(MOBILE TO MOBILE, MOBILE TO LAND,
LAND TO MOBILE, ALL RADIOS)
1291 CONNECT CUSTOMER FACILITIES TO CELL ________ ________
5026 MTX-CELL SITE INTEGRATION TEST ________ ________
1108 LOADING AND COMMISSIONING THE ICRM ________ ________
1107 ICRM INSTALLATION INTO THE CE1 FRAME ________ ________
SELLER: __________________________ DATE:_____________________________
BUYER:____________________________ DATE:_____________________________
3-3
ICP BASED CELL (DIGITAL) ACCEPTANCE CRITERIA
SELLER BUYER
SECTION NAME INITIALS INITIALS
1290 PROCEDURE TO INSTALL NT800 BASE ________ ________
1225 GROUND VERIFICATION ________ ________
1279 PROCEDURE TO VERIFY POWER ________ ________
1271 POWER AND GROUND VERIFICATION ________ ________
1269 TESTING THE MASTER OSCILLATOR ________ ________
1299 TRANSCEIVER DEBUG OPERATION ________ ________
5296 CELL SlTE DRU COMMISSIONING TESTS WITH ________ ________
IFR 1600
1272 POWER AMPLIFIER MODULE TESTlNG ________ ________
1295 COMBINER TUNING AND TESTING ________ ________
1108 LOADING AND COMMISSIONING THE ICRM ________ ________
1294 TESTING CELL SITE ALARMS ________ ________
5224 ANTENNA AND TRANSMISSION LINE TEST ________ ________
**** 0.R.R. (OFFICE RELEASE RECORD) ________ ________
1106 CELL SITE EXTENDED SPECTRUM FRAME TEST ________ ________
MOBILE ORIGINATION AND TERMINATION TEST ________ ________
(MOBILE TO MOBILE, MOBILE TO LAND, LAND
TO MOBILE, ALL RADIOS)
1291 CONNECT CUSTOMER FACILITIES TO CELL ________ ________
2176 DIGITAL CELLULAR OVERLAY ________ ________
1547 DRUM INSTALLATION INTO THE CE1 FRAME ________ ________
SELLER: __________________________ DATE:_____________________________
BUYER:____________________________ DATE:_____________________________
3-4
ICP BASED CELL (ANALOG/DIGITAL COMBINATION)
ACCEPTANCE CRITERIA
SELLER BUYER
SECTION NAME INITIALS INITIALS
1290 PROCEDURE TO INSTALL NT800 BASE ________ ________
1225 GROUND VERIFICATION ________ ________
1279 PROCEDURE TO VERIFY POWER ________ ________
1271 POWER AND GROUND VERIFICATION ________ ________
1269 TESTING THE MASTER OSCILLATOR ________ ________
1299 TRANSCEIVER DEBUG OPERATION ________ ________
5298 CELL SITE DRU COMMISSIONING TESTS WITH ________ ________
IFR 1600
1272 POWER AMPLIFIER MODULE TESTING ________ ________
1295 COMBINER TUNING AND TESTING ________ ________
5295 LOADING AND COMMISSIONING THE ICRM ________ ________
1294 TESTING CELL SITE ALARMS ________ ________
5224 ANTENNA AND TRANSMISSION LINE TEST ________ ________
**** X.X.X. (OFFICE RELEASE RECORD) ________ ________
1106 CELL SITE EXTENDED SPECTRUM FRAME TEST ________ ________
MOBILE ORIGINATION AND TERMINATION TEST
(MOBILE TO MOBILE, MOBILE TO LAND, LAND
TO MOBILE, ALL RADIOS)
1291 CONNECT CUSTOMER FACILITIES TO CELL ________ ________
2176 DIGITAL CELLULAR OVERLAY ________ ________
1547 DRUM INSTALLATION INTO THE CE1 FRAME ________ ________
1297 CELL SITE TRANSCEIVER RECEIVE TEST ________ ________
1298 CELL SITE TRANSCEIVER TRANSMIT TEST ________ ________
1296 TRANSCEIVER AUDIO ALIGNMENT ________ ________
1273 TESTING THE RCMI IN AN NT800 CELL SITE ________ ________
5026 MTX-CELL SITE INTEGRATION TEST ________ ________
SELLER: __________________________ DATE:_____________________________
BUYER:____________________________ DATE:_____________________________
3-5
Reference: Supply Agreement
dated __________________ between
Northern Telecom Inc. and
Xxxxxx Communications Corporation
ANNEX 4
TURNOVER NOTICE
TO: Northern Telecom Inc.
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Manager, Contract Administration
The undersigned hereby acknowledges that the Equipment located at __________ has
been installed and tested by Northern Telecom Inc., is available to be placed in
service and Commissioning has been completed as set forth in the referenced
Agreement.
The undersigned Xxxxx further acknowledges the commencement of the Warranty
Period as defined in the referenced Agreement as of the date written below.
Date: _______________________
Buyer: _______________________
By: _______________________
Title: _______________________
4-1
Reference: Supply Agreement
dated ________________ between
Northern Telecom Inc. and
Xxxxxx Communications Corporation
ACCEPTANCE NOTICE
TO: Northern Telecom Inc.
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Manager, Contract Administration
Pursuant to the terms and conditions of the referenced Agreement, I, the
undersigned Buyer, hereby acknowledge that Northern Telecom Inc. has completed
all requirements for Acceptance of the Equipment located at ___________________,
as set forth in the Agreement and all Annexes, and hereby certify to the final
Acceptance of such Equipment.
Date: _____________________
Buyer: _____________________
By: _____________________
Title: _____________________
4-2
ANNEX 5
SELLER WARRANTY SERVICES
1.0 TAS WARRANTY SERVICES
1.1 If Buyer experiences operational difficulties, Buyer may contact
Seller's Technical Assistance Service (TAS) Department. Special remote
terminals in the TAS center are used to communicate with Buyer's
System to diagnose fault conditions and recommend corrective action.
1.2 This function provides three (3) basic classifications of assistance
to a customer:
1.2.1 Emergency Technical Assistance Service
This service is available to customers who require immediate
assistance with operational problems (i.e., loss of call processing,
loss of billing). This service is available 24 hours/day, seven
days/week. Through verbal reports and remote diagnoses of the System,
TAS technicians recommend actions to restore the System to stable
operation as quickly as possible.
1.2.2 Routine Technical Assistance Service
This service is available to customers who require problem
isolation/resolution in a Non-Emergency situation. This service is
available during normal business hours (8-5 CST, M-F) and is primarily
used for analysis of routine technical problems using verbal reports
from site personnel and System-generated information.
1.2.3 Technical Information Service
This service is available during normal working hours to answer the
variety of questions about specific System functionality, procedures,
operational issues, new features, and other telephony oriented
questions.
5-1
2.0 SERVICES NOT COVERED BY WARRANTY
2.1 Seller will provide technical assistance free of charge during the
initial warranty period, as defined in the terms and conditions of the
Supply Agreement. Some situations may arise during this no-charge
warranty period that will result in a service request being considered
as billable. Such situations include, but are not limited to the
following:
2.1.1 Requests resulting from problems with equipment not furnished by
Seller.
2.1.2 Requests where the problem solution was available via Seller
documentation such as NTPs, Advisory Bulletins, and BCS release
documents.
2.1.3 Requests that result from patches which alter the design intent of
standard Software in order to provide customer requested changes in
operations.
2.1.4 Requests for on-site assistance in lieu of remote testing.
2.1.5 Non-emergency requests outside normal business hours (8-5 CST, M-F,
Seller Holidays), unless scheduled with appropriate TAS manager in
advance.
2.1.6 Requests for assistance in performing System data changes or changes
to "write restricted" tables.
2.1.7 Requests for assistance in identifying faulty Hardware or Software for
which standard maintenance fault-locating procedures exists.
3.0 PRIORITY CLASSIFICATION
3.1 The TAS Center offers a single point of contact for customers who
require assistance to resolve problems which affect the technical
operation of their Northern Telecom DMS-MTX equipment.
TAS is available 24 hours/day, 7 days/week; therefore, the Service
Priority Classification System is designed to establish an
5-2
interrelationship between the problems and the appropriate level of
reaction and resolution. The system is based upon a problem's direct
or potential effect upon subscriber service.
System problems are assigned one of five priority levels as defined in
NORTHERN TELECOM PRACTICES: "Northern Telecom Service Priority
Classification," or as such document may be revised from time to time.
The following situations are deemed by Seller to comprise an
emergency:
3.2 E1 Degradation and/or Outage.
3.2.1 Central Control (CC) or Computing Module (CM) inability to recover
from initialization on the active Central Processing Unit (CPU).
3.2.2 System call processing degraded for a reason such as:
- a trunk group out of service;
- 10% or more cellular channels out of service;
- CDR billing;
- inability to recover from initialization;
3.3 E2 Potential Degradation and/or Outage.
3.3.1 Standby Central Control (CC) out of service.
3.3.2 Any Central Message Control (CMC), Master Clock, Network Module (NM),
Input/Output Controller (IOC), Peripheral Processor out of service;
3.3.3 Affecting billing, 50% loss of DDU, MTD with no backup.
4.0 CUSTOMER SERVICE REPORT (CSR) PROCEDURES
4.1 Buyer Responsibility
It is recommended that the Buyer arrange to have all Engineering and
Technical Support personnel attend specified training courses in order
to properly utilize existing documentation and diagnostic resources
5-3
required to ensure proper day to day operations of its Northern
Telecom equipment. Buyer is expected to understand and determine all
engineering parameters and to use all locally available resources to
troubleshoot and isolate system problems prior to calling Seller TAS
for assistance; however, in emergency situations such as System
outages, TAS should be notified immediately.
Whatever the nature of the service call, the more completely the
trouble is described, the more efficiently the problem can be analyzed
and rectified.
When a service call is placed with TAS, the following information must
be provided;
- Indicate if the call is an emergency or not;
- Company name and switch site location;
- Main telephone number;
- Contact name and telephone number;
- Hardware type;
- Detailed problem description.
After a service call is placed, Buyer site personnel must be available
to take direction from TAS to perform on-site activity required to
isolate and resolve the problem.
4.2 TAS Responsibility
a. Seller Normal Business Hours
Routine or Emergency Service calls are taken during normal
business hours (8-5 CST, M-F, except Seller holidays).
The TAS coordinator (Receptionist) will direct the service call
to the prime TAS representative assigned to the account. If the
prime TAS representative is unavailable, a message may be taken
or the call may be referred to a secondary TAS representative.
TAS is committed to a same day reply to all messages. Emergency
calls are responded to immediately by the first available TAS
representative.
5-4
The TAS representative taking the service call will request the
required customer information, determine if the problem
description requires that a Customer Service Report (CSR) be
opened (general questions which do not require investigation may
not need to be formally documented by a CSR), determine the
appropriate priority classification, and respond according to the
response objective associated with that classification.
The TAS representative responsible for the CSR will prioritize
all assigned CSRs according to priority classification and will
resolve and close the CSR with the Buyer based on classification.
b. Outside Normal Business Hours
Emergency Service Only (E1, E2)
After-hours service calls are taken by an answering service. The
answering service will record the calling party name, company and
telephone number and will activate the emergency pager service
to page the designated TAS representative on-call. If there is no
response within five minutes, the answering service will begin
calling home phone numbers and pagers of TAS Managers and other
TAS representatives until contact is made. The responding Seller
representative will contact Xxxxx immediately and take
appropriate action to resolve the trouble. The service call will
be formally documented the next regular business day.
5.0 EMERGENCY SHIPPING SERVICE FOR REPLACEMENT HARDWARE
5.1 For requests received during Seller regular business hours 8:00 a.m. -
5:00 p.m. Monday-Friday (excluding holidays), the surcharge shall be
$50 per request.
5.2 For requests received outside regular business hours (as defined
above), the surcharge shall be $150 per request.
5-5
ANNEX 6
SOFTWARE LICENSE
NORTHERN TELECOM INC. ("NTI") TELECOMMUNICATIONS PRODUCTS
1. Subject to the terms hereinafter set forth, Northern Telecom, Inc., ("NTI")
grants to Buyer a personal, non-exclusive license: (1) to use certain Licensed
Software, proprietary to NTI or its suppliers, contained as an integral part of
the Hardware; and (2) to Install and use each item of Licensed Software not an
integral part of the Hardware; and (3) to use the associated documentation.
Buyer is granted no title or ownership rights in or to the Licensed Software, in
whole or in part, which rights if any, as between the parties, shall remain with
NTI or its suppliers. The right to use Software or any individual feature
thereof may be restricted by a measure of usage of applications based upon the
number of devices, subscribers, or some similar measure. Expansion beyond a
specified usage level may require payment of an additional fee.
2. NTI considers the Licensed Software to contain "trade secrets" of NTI
and/or its suppliers. Such "trade secrets" include, without limitation thereto,
the specific design, structure and logic of individual Licensed Software
programs, their interactions with other portions of Licensed Software, both
internal and external, and the programming techniques employed therein. In
order to maintain the "trade secret" status of the information contained within
the Licensed Software, the Licensed Software is being delivered to Buyer in
object code form only.
3. NTI or its suppliers holding any intellectual property rights in the
Licensed Software, and/or any third party owning any intellectual property right
in software from which the Licensed Software was derived, are intended third
party beneficiaries of this License. All grants of rights to use intellectual
property intended to be accomplished by this License are explicitly stated and
no additional grants of such rights shall be inferred or created by implication.
4. Buyer warrants to NTI that Buyer is not purchasing the rights granted by
this License in anticipation of reselling those rights.
5. Buyer shall:
5.1 Hold the Licensed Software in confidence for the benefit of NTI and/or
suppliers; and
5.2 Keep a current record of the location of each copy of Licensed Software
made by it; and
5.3 Use each copy of the Licensed Software only on a single CPU at a time (for
this purpose, single CPU shall include systems with redundant processing units);
and
5.4 Affix to each copy of Licensed Software made by it, in the same form and
location, a reproduction of the copyright notices, trademarks and all other
proprietary legends and/or logos of NTI and/or its suppliers, appearing on
the original copy of such Licensed Software delivered to Buyer; and retain the
same without alteration on all original copies; and
5.5 Destroy the Licensed Software and all copies at such time as the Buyer
chooses to permanently cease using it.
6. Buyer shall not:
6.1 Use the Licensed Software (i) for any purpose other than Buyer's own
internal business purposes and (ii) other than as provided by this License; or
6.2 Allow anyone other than Buyer's employees and agents to have physical
access to the Licensed Software; or
6.3 Make copies of the Licensed Software except such limited number of object
code copies in machine readable form only, as may be reasonably necessary for
execution or archival purposes only; or
6.4 Make any modifications, enhancements, adaptations, or translations to or of
the Licensed Software, except for those resulting from those Buyer interactions
with the Licensed Software associated with normal use and explained in the
associated documentation; or
6.5 Attempt to reverse engineer, disassemble, reverse translate, decompile, or
in any other manner decode the Licensed Software, in order to derive the source
code form or for any other reason; or
6.6. Make full or partial copies of any documentation or other similar printed
or machine-readable matter provided with Licensed Software unless the same has
been supplied in a form by NTI intended for periodic reproduction of partial
copies or except limited partial/copies of documentation for Buyer's informal
use only; or
6.7 Export or re-export the Licensed Software and/or associated documentation
from the fifty states of the United States and the District of Columbia.
7. Buyer may assign collectively its rights under this License to any
subsequent owner of the Hardware, but not otherwise, except that no such
assignment or sublicense may be made to a direct competitor of NTI who
manufactures or sells wireless communications systems. No such assignment shall
be valid until Buyer shall delegate all of its obligations under the Agreement
to such party, and obtains from the assignee an unconditional written
assumption of all of such obligations, and NTI consents, in writing, to such
delegation and assumption. NTI shall not unreasonably withhold such consent.
Upon completion of such delegation and assumption Buyer shall transfer physical
possession of all Licensed Software (including all backup copies) to the
assignee. Except as provided, neither this License or any rights acquired by
Buyer through this License are assignable. Any attempted assignment of rights
and/or transfer of Licensed Software not specifically allowed shall be void and
conclusively presumed a material breach of this License.
8. If NTI claims a material breach of this License and files an action in a
court of competent jurisdiction seeking relief, and a judge issues a court
order, or a judgment rendered, that there is a material breach of this License,
then Buyer shall be required to return the Software to NTI or its distributor.
If Xxxxx fails to return such Software within five (5) working days after the
issuance of the court order or judgment, or in the case of disclosure of the
Software to anyone other than Buyer's employees or agents the initial issuance
of a court order or judgment, then NTI shall have the right, without further
notice, to temporarily terminate Buyer's right to continue to possess and use
the Software. If NTI elects to exercise that right, NTI may enter upon the
premises of Buyer during regular business hours and take possession of, remove,
and retain the Software until such time as the court may order otherwise. For
purposes of obtaining injunctive relief hereunder Buyer shall be deemed to have
agreed that remedies available at law are not adequate to protect the interests
of NTI and/or its suppliers, and to have consented to the equity jurisdiction of
the court.
9. IN NO EVENT WILL NTI AND/OR ANY OF ITS SUPPLIERS BE LIABLE TO OR THROUGH
BUYER FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR INTERRUPTION OF
BUSINESS) SUFFERED BY BUYER FOR ANY REASON; (2) ANY DAMAGES SUFFERED BY BUYER AS
A RESULT OF BUYER'S FAILURE TO LIVE UP TO BUYER'S OBLIGATIONS UNDER THIS
AGREEMENT; (3) ANY CLAIM AGAINST BUYER BY ANY THIRD PARTY FOR DAMAGES OF ANY
KIND: ANY OR ALL OF WHICH ARISE FROM OR IN CONNECTION WITH THE DELIVERY, USE, OR
PERFORMANCE OF SOFTWARE GOVERNED BY THIS AGREEMENT, AND EVEN IF NTI AND/OR ANY
OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, EXCEPT AS
GRANTED IN THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS ATTACHED, THE
LICENSED SOFTWARE IF PROVIDED BY NTI "AS IS" AND WITHOUT WARRANTY OF ANY KIND OR
NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
THIS LIMITATION OF WARRANTIES WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE
LICENSE FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE LICENSED.
Supply Version 2.0
Wireless - 1/95
6-1
ANNEX 7
DOCUMENTATION
System Documentation is available through Seller's computer-based information
system ("HELMSMAN") as described below:
HELMSMAN CD-ROM: Includes one (1) compact disc and one (1) application
program; CD-ROM reader and interface card are optionally available
through Seller for use on Buyer-supplied DOS personal computer. Updates
are available at additional costs. (Documents not available on compact
disc will be provided in paper format.)
7-1
ANNEX 8
RF ENGINEERING SERVICES
STATEMENT OF WORK
The purpose of this document is to describe the Scope of Work (SOW) for RF
Cellular Services to conduct a design analysis and system verification to
enhance the capacity and coverage of the existing network of cell sites located
in the Kansas RSA 5 and Missouri RSA's 1,2, 4, and 5 markets (designated herein
as KSM). Attachment 1 presents technical information provided by Buyer to Seller
upon which Seller shall rely in the performance of this SOW.
1.0 INITIAL DESIGN REQUIREMENTS
Seller will make maximum use of existing in-house information from prior design
work to the extent applicable to this statement of work.
1.1 BUYER NETWORK REQUIREMENTS DEFINITION
The following information shall be provided by the customer prior to initiation
of system design. Where that information is not available, reasonable
engineering assumptions may be made by Seller's engineering.
Traffic Requirements - A clear definition of the expected number of calls to be
placed during the peak hours of communications as a function of geographic
location of the mobile users. Capacity requirements for Dense Urban, Urban,
Suburban, and Rural shall be supplied as applicable. An estimate of the Call
Mean Hold Time shall also be supplied. If not supplied, the default value for
call duration of 1.76 minutes will be used in the design.
Grade of Service - Defined in terms of probability of call blocked percentage.
The default condition will be 2% blocked call probability.
Coverage - Defined in terms of probability of completing a call over percentage
of the covered area. The basic design value to be used will be -85 dBm minimum
expected signal level coverage which will accommodate most portable units.
Actual measured signal level will vary over the coverage area. For indoor
portable use, the design signal level coverage is defined as the presence of a
specified signal level to be measured at discrete locations throughout the
coverage area. The default condition is -75 dBm to be measured within a one (1)
meter radius at ten locations within the covered area at a height of one (1)
meter from the floor.
Growth - Defined in terms of traffic increase expressed in percent per year for
a specified span of time. The default value will be 15% per year.
8-1
1.2 DATA COLLECTION - BUYER SUPPLIED
The following information shall be provided by Buyer to Seller for the covered
area prior to initiation of the preliminary design. If this data is not
supplied, a site visit may be required at additional cost.
Local street maps.
Local zoning restrictions (such as flood plains) that may affect location of
cell sites.
Since the contract requires the integration of the equipment into an existing
network, the customer shall provide the location of all existing affected cells
in the form of latitude and longitude accurate to one (1) arc-second, all
frequencies currently in operation in the existing network and all networks
bordering the KSM network and sharing the same frequency band, and all recent
coverage and C/I plots and drive test data. If Buyer has made adjustments in any
of the RF operating parameters of any cell sites since collection of the
provided data, then new drive test data of the affected cells must be supplied
or must be collected by Seller. No costs have been included in the basic price
for collection of this data by Seller's RF engineering. Such additional work by
Seller may be accomplished on a time and material basis.
Adjacent market frequency plan data shall be supplied by Buyer prior to start of
the frequency planning effort of Seller.
1.3 DATA COLLECTION - RF CELLULAR SERVICES
All applicable data collected by Seller in the past will be used if it is deemed
by Seller engineering to be reasonably current, accurate and representative of
the existing network. If Seller engineering deems it necessary, additional
information may be gathered by Seller from various sources in order to complete
the initial design. A fee may be included for collection of some of this
information where such information must be purchased from Seller approved
service providers. Such items will be billed to the project at actual cost.
Existing network data - This will include the collection of traffic, traffic
growth, and coverage of any existing cellular services. If available, published
subscriber forecasts are also collected. If Seller's engineering deems it
necessary, Buyer shall grant remote access to the OM data available on Buyer's
switch for analysis purposes. Seller will establish a folder on the Buyer's
switch for collection of the OM data. Access to the switch and the use of the
collected data in the folder shall remain undisturbed by Xxxxx for the duration
of the contract.
8-2
2.0 RF ENGINEERING SERVICES
2.1 KICK OFF MEETING /REQUIREMENTS
Following contract award to Seller for equipment and services within the
customer's network, a kick-off meeting will be required between the Buyer and
Seller's RF Engineering. The meeting shall accomplish the following:
1. Review of customer input with respect to:
a) quality of service, coverage criteria, service area maps,
subscriber traffic profile, rollout plan, forecast, etc.
b) design specifications.
1. Review RF engineering process. Including organization charts, Buyer
primes and Seller's RF Engineering primes by discipline.
2. Review the final contract document and proposed RF Engineering process.
Review other prerequisites, activities, and deliverables for each step.
3. Review the Preliminary Design, Design Specifications, and RF Engineering
Statement of Work.
During the review process, any concerns are resolved and, if necessary,
additional site visits are conducted to collect detailed data.
2.2 SYSTEM BENCHMARKING
Operational Measurements will be set-up and monitored by a member of the
Seller's design team at least one week prior to initial drive testing. This will
allow the RF Engineering team to evaluate the existing system performance
metrics and establish a baseline prior to initiating any design efforts. The
specific OM groups (as applicable) to be monitored will be at the sole
discretion of Seller.
In order to properly benchmark the system, a team of Seller's engineers with the
assistance of Xxxxx's engineers will drive test coverage areas prior to the
installation of the switch. This survey will take note of special physical
elements that could affect the design such as unsuitable soil conditions, arenas
or other large public buildings where traffic could be concentrated, and density
of buildings and surrounding geographical situations for more precise
application of the clutter models. Seller's and Xxxxx's engineers will jointly
determine the drive route in these areas. Data will be collected to establish
the current operating performance condition of the network in the covered area
prior to commencement of design work. Data from this survey will be used to make
corrections to the standard models used in the design analysis work.
8-3
2.3 INITIAL DESIGN
2.3.1 Propagation Prediction
Using this information preliminary cell cite designs are prepared. Seller uses
PlaNET as its design tool for RF propagation prediction. PlaNET is a software
package developed by Mobile Systems International (MSI) of England. PlaNET
provides the capability for single and multiple site RF prediction plots,
composite coverage plots, best server plots, interference prediction for both
co-channel and adjacent channel interference for an individual site or on a
whole system, and traffic calculations to fit demographics, land use, roadways
and traffic patterns.
The initial design results in the identification of recommended cell site
locations and search rings which are identified to the customer for site
acquisition activities. A total of 28 sites will be analyzed including 21
existing sites and 7 new sites. If additional site analyses are required as a
result of Buyer site acquisition activities, these efforts will be deemed
additional scope of work and Buyer will be charged according to the pricing
proposal.
The analysis process also results in prediction plots of the network, including:
- One composite and one individual cell coverage plot per cell of each
new and changed existing cells,
- Best server plots, for the area covered by the new cells,
- Database of key parameters such as cell site coordinates, ground
elevation for the new and changed existing cells,
- Tabulation of RF parameters for each new and changed existing cell
(antenna type/manufacturer model, orientation, tilt, height, peak
effective radiated power, etc.).
- One search ring for each new cell site for identification of
alternative cell site locations should the principle property not be
available.
If requested during the analysis phase, additional reviews of the area may be
conducted to identify areas of weak coverage, along with evaluation of
alternatives for coverage improvement such as additional macrocells or
microcells, cell enhancers, or other special techniques where feasible or
appropriate. Such work will be at additional cost to be negotiated with Buyer
prior to commencement of work.
2.3.2 Frequency Planning
The next step in the system analysis is the radio traffic design that involves
the analysis of traffic distribution within the service areas and the estimation
of voice channels required to support the desired system capacity. Based on the
traffic projection information provided by the Buyer, the grade of service
desired, and subscriber profile (Erlang loading), and other relevant information
gathered by the survey teams, the PlaNET tool is used to determine traffic
loading on a per-cell basis.
8-4
In the PlaNET model, it is assumed that the instant of call establishment and
the duration of calls follow a Poison distribution, allowing the use of Erlang B
formula to relate the traffic in Erlangs to the number of channels required at
the grade of service (GOS). This forms the basis of the quantity of voice
channels at each facility and the requirement for capacity increase in circuits
to each cell site.
Starting with the inputs and results of System Propagation Prediction Analysis,
this study develops and validates an initial plan of channel assignments
including control and voice channels, DCCs, and SATs. An analytical review of
the cell coverage and channel traffic forecasts is completed to identify the
channel requirements. These requirements are then used to determine the number
of channels needed at each facility and the potential requirement for further
sectorization.
Xxxxx shall then arrange a meeting between Seller engineering and engineering
representatives of the adjacent markets for the purpose of coordinating
frequencies at the boundary cells. Xxxxx is responsible for providing to Seller
the agreed frequency plans for interfacing with the adjacent markets prior to
final frequency plan design (paragraph 2.4).
As part of the plan, a manual system-wide Co-channel Carrier-to-interference
ratio (C/I) review is completed to identify areas of co-channel interference and
areas of heavy traffic density where adjacent channels are assigned in
physically adjacent cells. Further changes in the plan are completed to
eliminate predicted problem interferences or adjacencies, or if unavoidable with
the given constraints, to minimize their impact by migrating them to areas of
low traffic density.
2.4 DETAILED RF DESIGN
2.4.1 Site Verification Data Collection - by Xxxxx
The qualification, selection, and acquisition of sites will be accomplished
solely by Xxxxx. The following information shall be provided by Buyer to Seller
prior to starting the final design (see 2.4.3) and Seller shall rely on this
information as accurate for design and implementation and construction purposes:
1. Verification of the suitability of the proposed antenna locations.
2. Determination of the actual line of sight parameters for each cell
location.
3. Determination of the actual blockage profiles for each of the cell
locations.
4. Physical inspection and determination of the suitability of the downtilt
prediction for the antennas.
5. Additional RF measurements as required by Seller to support the
propagation predictions.
6. Complete photographic records of each candidate cell site.
7. Identification of alternate sites. If additional site designs are
required as a result of customer site acquisition activities, this
effort will be deemed additional scope of work and Buyer will be
charged according to the pricing proposal.
8-5
This data will then be forwarded to the design team at Seller for final RF
design of the network. Final design work will not start until completion of this
task by Xxxxx.
2.4.2 Buyer Site Acquisition
Following the site verification activities above, it is the Buyer's
responsibility to secure construction rights for the sites. In the event that
the primary site locations cannot be obtained, search rings have been provided
that will enable the customer to seek alternative site locations within
reasonable distances from the initial recommended locations. Once the final
locations have been determined, the customer shall provide the site coordinates
and other location data to Seller for final design of the network. If additional
site designs are required as a result of customer site acquisition activities,
this effort will be deemed additional scope of work and Buyer will be charged
according to the pricing proposal.
2.4.3 Preliminary Design Update - Final Design
A Final Design shall be generated based on the information generated in the
preceding efforts. This will be comprised of a study of the proposed service
areas and, using all available demographic and customer provided traffic pattern
data, will determine the final capacity requirements for each cell and will
formulate a final frequency plan for all channels. An initial study of datafill
and site configuration parameters will be undertaken to minimize all potential
interference and ensure that the design criteria are met.
The resulting frequency plan will be reviewed both manually and by automatic
analytical tools before finalization. Interactive review and discussion are
available with the Buyer prior to "lock down." At the conclusion of these
reviews, all frequency plan details are documented in a tabular format, along
with the given plan constraints and explanation of any special considerations or
techniques employed in finalization. Outputs of the frequency plan will be:
- Full tabulation of frequency plan including channel set definitions,
set and assignments of control channels, DCCs, voice channel sets, and
SATs to cells.
- Supporting tabulation of constraints governing initial plan including
channel requirements and underlying traffic forecast data.
- Explanation of special considerations or techniques employed in
mitigation of any specific problems.
As a result of this design effort, a detailed Final Design Report will be
prepared and presented to the customer for approval at the final design review.
Upon approval by the customer, the RF design will be released to Seller's
Systems Applications Engineering for final provisioning and implementation.
8-6
3.0 POST INSTALLATION SUPPORT RF ENGINEERING
3.1 Acceptance Test Plan
During the construction phase of the program, RF engineering will prepare a
detailed Acceptance Test Plan (ATP) which will include proposed drive route(s),
RF parameters to be measured for Acceptance, and test methods to verify that the
installed cell sites meet the design objectives. The RF ATP will be submitted to
the Buyer for review and approval.
3.2 System Turn Up
3.2.1 Prior to Final Site Installation
Prior to turn up of the first site, the new switch load shall have been
installed and the existing cell site network returned to an operational state
with the frequency plan in effect as of the start of the switch load
installation. OM data shall have been collected by Seller to confirm operational
conformance of the RF portion of the cell sites to the condition of the network
prior to installation of the new load.
Upon installation of each site, Seller's installers shall have set the initial
RF parameters in accordance with the baseline datafill design criteria
established by Seller's engineering. System turn-up and will be conducted by
Seller for each new cell site within seven (7) days after the installation is
completed, verifying it operational from the RF perspective. Optimization of the
operating parameters of the network by Seller will be accomplished as described
in paragraph 3.2.2 following completion of installation of the last site.
It is understood by Seller that Buyer may elect to install the new cell sites
over a period of several months, and that Buyer may elect to turn up these sites
as they become operational. As a result, it may be necessary for Seller to
perform portions of the frequency retune plan as these new cell sites are made
operational. Frequency retunes of the entire network are not included in the SOW
during this portion of the installation process. Seller agrees to provide no
more than three (3) frequency retune portions until the final site installation
has been completed. If additional retune portions are necessary during the
process of installing the new cell sites, these will be performed by Seller on a
time and materials basis.
3.2.2 Following Completion of Last Site Installation
Final network optimization will undertaken following installation and turn up of
the last new cell site contemplated under this contract. As the optimization
effort progresses through ongoing performance analysis and drive testing,
appropriate parameter changes that can be readily implemented are identified and
specifically recommended to improve system call processing performance. Examples
of such changes include hand-off parameters, various system thresholds, and
frequency/SAT/DCC assignments.
8-7
During the optimization process, Seller Engineering will adjust and fine tune
the pertinent switch parameters to achieve improved performance. The primary
focus is to improve the percentages of dropped calls and dropped hand-offs and
to reduce excessive hand-offs.
Any appropriate changes requiring physical construction are identified and
recommended, but are not included in this Statement of Work. Examples include
changes in cell physical details (antenna centerline height, location), antenna
replacement, or the addition of channels, frames, or new cells to improve
performance, and development of a revised frequency plan. Alternative system
configurations (including possible sectorization) are documented, explained and
recommended in cases of substantial interference.
Seller's RF Engineering group will perform a final drive test of the KSM market.
The drive routes will be limited to those already tested as part of paragraph
2.2 of this SOW. The data monitored and gathered will include hand-off points,
signal strength, C/I levels and path balance characteristics of the network.
This data will then be post-processed, plotted and analyzed to determine
specific performance anomalies. Initial Datafill changes are made at this point
based on the analysis of the drive test data. The data will be compared to that
compiled as part of the initial drive tests to indicate performance
improvements.
3.3.3 Cell Site Audits
For each new cell site in the network or cluster to be optimized, RF Engineering
will conduct a cell site audit. Site Audits consist of verifying the
installation and operation of the Seller radio equipment and wiring. It is
essential that the equipment is installed, configured, tested, and datafilled in
the correct manner. The audit will ensure that the equipment is working properly
and is not adversely affecting any existing equipment or service. The audits
include, but are not limited to the following:
1. Visually inspect physical plant (building, air conditioning, etc.).
Insure that filters are clean, HVAC is operational,
jumper/feedlines/connectors properly installed per Seller
specifications, general cleanliness of the facility.
2. Visually inspect the antenna structure for corrosion, loose fittings,
etc.
3. Inspect DC power and grounding to insure that Seller specifications are
met.
4. Sweep antennas for VSWR (Optional at additional cost).
5. Sweep receive multicoupler/duplexer for gain and VSWR (Optional at
additional cost).
6. Check firmware for latest revision.
8-8
7. Analog radio TX tests (if applicable)
a. XXXX
x. TX power
c. PA power stepping
d. TX frequency
e. Manchester data
f. Modulation limiting
g. Residual modulation
h. SAT deviation and frequency
i. ST deviation and frequency
8. Combiner
a. tuning
b. loss
9. Duplexer loss
10. Analog radio RX tests (if applicable)
a. RX sensitivity (SINAD)
b. RSSI (response and offset)
c. RX audio level
d. Audio loopback
e. SAT detect
f. ST detect
g. 1 kHz Test Tone generator
h. Desensitization
11. Talk-In/Talk-Out balance
12. Test TX/RX Audio Levels (AVL)
13. Noise floor measurement (one channel from set)
14. Intermodulation test (all channels)
15. Call through tests (all channels)
16. Maintenance log review
Site audits are an integral part of the optimization process and will be
performed prior to any extensive performance related adjustments being made. The
process of site auditing is easily taught to customer technicians / engineers
and can be performed by them, if desired. A Site Audit Report will be provided
to the customer within 30 days after completion of the audit.
8-9
ATTACHMENT 1
XXXXX PROVIDED INFORMATION
XXXXXX CELLULAR
SITE NAME LONG LAT ANT. HT GRND XX XXXX. ERP TILT ANT. TYPE
ID# (feet) (feet) (deg) (Xxxxx) (deg)
1 Xxxxxxxxx 95 02 18 39 33 12 305 1060 270 100 0 740215
2 Xxxx 95 02 20 39 47 35 307 1046 Omni 80 0 BCR10-H
3 Xxxxx 95 33 46 39 45 10 405 1180 090 100 0 000000XX0/8
4 Effingham 95 25 25 39 33 08 335 1128 Omni 97 0 000000XX0/8
5 Xxxxxx 95 48 37 39 23 45 405 1224 Omni 64 0 740198
6 Leavenworth 94 56 15 39 17 52 245 1080 245 30 0 PD1136
160 1080 045 50 4 BCR60015
150 1080 170 70 0 BCR80015
245 1080 280 70 0 RWA80015
7 Tonganoxie 95 04 42 39 05 25 305 960 090 50 0 000000XX0/8
8 Xxxxxx 94 28 55 40 19 39 305 1066 Omni 165 0 BCR12-O
9 Maryville 94 53 01 40 22 00 355 1050 Omni 63 0 740198
10 Maryville DT 94 52 14 40 20 06 133 1138 Omni 40 0 740247
11 Mound City 95 11 41 40 04 14 405 1110 270 90 0 OGC9-825/RFM-3
12 Rock Port 95 31 53 40 24 27 405 1140 060 100 0 740190R2
13 Xxxxxxxx 93 56 40 40 22 48 405 1050 Omni 67.6 0 740198
14 Braymer 93 48 14 39 40 12 305 901 0 100 0 000000XX0/8
15 Camron 94 15 17 39 44 46 305 1032 Omni 100 0 DB810
16 Carrolton95 93 31 13 39 24 55 305 835 Omni 100 0 740198
17 Chillicothe 93 35 14 39 48 51 355 774 Omni 73.2 0 740198
18 Xxxxxxx 94 01 17 39 57 47 405 927 Omni 70 0 740198
19 Maysville 94 19 45 39 53 40 366 951 Omni 133 0 SRL488
20 Plattsburg 95 94 29 07 39 33 33 305 1010 065 90 0 DB563
8-10
AMENDMENT NO. 2
TO
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTHERN TELECOM, INC.
Made as of this 24th day of June 1997, by and between Xxxxxx Communications
Corporation (hereinafter referred to as "Buyer"), an Oklahoma corporation
with offices at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 and Northern Telecom Inc. (hereinafter referred to as "Nortel"
or "Seller"), a Delaware corporation, with offices at 0000 X. Xxxxxxx
Xxxxxxxxxx, Xxxxxxxxxx, Xxxxx 00000.
WHEREAS, Xxxxx and Seller entered into a Supply Agreement dated as of
December 6, 1995, as amended December 20, 1995 (the "Agreement"); and
WHEREAS, Buyer and Seller now wish to amend the Agreement to include, among
other things, a new, extended Term, a commitment to purchase by Buyer and new
Equipment pricing, all as further described herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Xxxxx and Seller agree to amend the Agreement as follows:
1. Amend Article 1 (DEFINITIONS) as follows, adjusting the numbering
sequence in Article 1 accordingly:
(a) Add new Section 1.1 as follows:
"ADJUNCT PLATFORM" shall mean third party hardware and/or software,
onto which Seller has added software in support of the applications
listed in Annex 9 hereof ("Value-added Software") and
1
in some cases, integrated such third-party hardware and Value-added
Software into a system providing peripheral functionality for the
DMS-MTX, all more fully described in Annex 9, 'Adjunct Platforms.'"
(b) Add the words "during the Initial Term" to the end of Section 1.8
("INITIAL PURCHASE").
(c) Delete existing Section 1.21 (Term) and insert the following new
definitions in the appropriately numbered sections as determined by
their insertion in alphabetical order:
"EXTENDED TERM" shall mean the period commencing on June 24, 1997
("Extended Effective Date") and ending four (4) years thereafter.
"INITIAL TERM" shall mean the period commencing on the date first
set forth above (hereinafter 'Effective Date') and ending on June 23,
1997.
2. Amend Article 2 (SCOPE) by deleting the word "Term" in Section 2.1 and
replacing it with "Initial Term and Extended Term."
3. Amend Article 3 (PURCHASE ORDERS) at Section 3.1 by deleting the words
"Term of this Agreement, or as it may be extended," in the first sentence
and replacing them with "Initial Term and Extended Term."
4. Amend Article 4 (PRICE) by adding the following to the end of Section 4.1:
"Buyer understands that it has a firm obligation to purchase/license no
less than $30 million net Price (i.e., Price less applicable discounts)
of Equipment and/or Software from Seller during the Extended Term
("Commitment")."
5. Amend Article 5 (PAYMENT) as follows:
(a) In Section 5.2 add the words "and before the Extended Effective
Date" after the date "December 31, 1995."
2
(b) Add a new Section 5.3 as follows:
"5.3 With respect to Purchase Orders for Equipment that include
Installation Services therefor, delivery of which Equipment is
taken by Buyer during the Extended Term, Buyer shall pay to
Seller the appropriate Price in accordance with the following:
5.3.1 70% of the Purchase Order Price shall be invoiced by Seller
upon shipment of the Switch in the case of a System
Installation or, in the case of an Expansion or Cell Site
Installation, upon shipment of the major components to the
Installation Site. Such payment shall be paid to Seller within
thirty (30) days following the date of Seller's invoice
therefor.
5.3.2 20% of the Purchase Order Price shall be invoiced by Seller
upon the date of Turnover. Such payment shall be paid to
Seller within thirty (30) days following the date of Seller's
invoice therefor.
5.3.3 10% of the Purchase Order Price shall be invoiced by Seller
after Acceptance of the Equipment as defined in Article 14
herein. Such payment shall be paid to Seller within thirty
(30) days following the date of Seller's invoice therefor."
6. Amend Article 9 (PATENT OR COPYRIGHT INFRINGEMENTS) by adding the
following to the single sentence constituting Section 9.4:
"or, (iii) alleging that method of use claims in such patent are
infringed by any service offering and/or by any use by Buyer of Equipment
furnished hereunder to make such service offering available."
7. Amend Article 10 (SOFTWARE LICENSE) by adding the words "During the
Initial Term" to the beginning of the first sentence of Subsection 10.2.2.
8. Amend Article 16 (REGULATORY COMPLIANCE) at Section 16.1 by adding the
following after the words "Effective Date:"
3
"for Equipment purchased during the Initial Term and in force on the
Extended Effective Date for Equipment purchased during the Extended Term"
9. Amended Article 17 (CHANGES) by deleting the opening paragraph of Section
17.5 in its entirety and replacing it with the following:
"Subject to Section 24.1 herein, for purchases during the Initial Term
Buyer understands and agrees that the execution of this Agreement
constitutes a firm, non-cancelable Purchase Order for the Initial Purchase
set forth in Section 1.0 of Annex 1 and the training courses set forth in
Section 4.0 of Annex 1. For purchases during the Extended Term Buyer
understands that the execution of this Agreement constitutes a firm,
non-cancelable Purchase Order for the initial purchase of Equipment and
training for the Extended Term ("Extended Term Initial Purchase") as set
forth in Section 1.0 and 2.0 of Annex 1A. However for Purchase Orders for
Equipment other than the Initial Purchase and Extended Term Initial
Purchase, upon written notification to Seller, Buyer may elect to cancel
such Purchase Orders prior to shipment of Equipment in accordance with the
following:"
10. Amend Article 24 (GENERAL) by inserting the words "or claims for
indemnification" after the word "otherwise" in Section 24.6.
11. Amend Annex 1 (EQUIPMENT AND SERVICES PRICING) as follows:
(a) Add the word "INITIAL TERM" to the beginning of the title and
adjust Annex 1 references in the Table of Contents and in Section 23
of the Agreement accordingly.
(b) Add the word "Initial" before the word "Term" in the first sentence
of the opening paragraph.
(c) Add the words "During the Initial Term" to the beginning of Section
5.2.
12. Add Annex 1A (EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as set out
in Schedule "A" of this Amendment.
4
13. Subject to Buyer executing this Amendment on or before June 30, 1997,
Seller hereby agrees to add the following to Annex 1A:
(a) Add the words "Subject to (b) below" to the beginning of the
sentence immediately preceding part (a) of Section 2.2.
(b) Add the following words to the end of Section 2.2(b):
"provided, without charge to Buyer and included as a part of the
Extended Term Initial Purchase, Seller shall provide Buyer with an
Adept Silver system and MDS 2.09 system as described in Section 4.0
of this Annex 1A."
(c) Add the following new Section 4.0 as follows:
"4.0 ADEPT SILVER AND MDS 2.09 SYSTEMS
4.1 MDS 20.9 System
PEC Description Qty
--- ----------- ---
MTX D02AMSACS ACCOUNTING MEDIAT. COLLECT. S/W MDS 2.0 2511
MTX D02AMSACSM ACCOUNTING MEDIAT. COLLECT. S/W MDS 2.0M.FE 2511
MDS 20BSYB HP MDS 2.0 SYBASE S/W YEAR FOR ACS 1
(Pending) FAULT MANAGEMENT/PERFORMANCE S/W MDS 3.0* 1
MDS 220TR HP MDS 2.0 K220 SERVER 1
MDS 221TR HP MDS 3.0 K220 H/W S/W SUPPORT 0S6 YR1 1
MDS 102TR HP MDS 2.0 K220 OPTION A H/W 1
MDS 103TR HP MDS 2.0 K200 OPT H/W SUPPORT 0S6 YR1 1
MDS 000LC MDS 2.0 NORTEL INTEGRATION 1
MDS 001LC MDS 2.0 CABLES AND MISC. H/W 4
MDS 002LC MDS 2.0 MAINTENANCE MODEM 1
MT 2000LC E,F&I FOR MDS 2.0 1
*When and if commercially available from Seller.
4.2 ADEPT Silver System
PEC Description Qty
--- ----------- ---
MTX A0002 ADEPT SILVER - FIRST PLATFORM 1
XE 8885JD ADEPT HP H/W - XXXXXX SWITCH 4 1
XE 8884JD ADEPT 3RD PARTY COMPONENT - SWITCH 4 1
XE 8886JD DEPT E, F&I 1"
5
14. Amended Annex 8 (RF ENGINEERING SERVICES STATEMENT OF WORK) by adding
the words "INITIAL TERM" to the title and the words "during the Initial
Term" after the words "design analysis and system verification" in the
first sentence.
15. Add a new Annex 8A (EXTENDED TERM RF ENGINEERING SERVICES STATEMENT OF
WORK) as set out in Schedule "B" of this Amendment.
16. Add a new Annex 9 ("ADJUNCT PLATFORMS") as set out in Schedule "C" of
this Amendment.
17. Add the appropriate Annex listings for new Annexes 8A and 9 to the Table
of Contents and Section 23 (ANNEXES), respectively.
18. Except as specifically modified by Amendment No. 1 and this Amendment
No. 2, the Agreement in all other respects shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by
their duly authorized representatives effective as of the date first set
forth above.
XXXXXX COMMUNICATIONS INC. NORTHERN TELECOM INC.,
By: /s/ X. Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------- --------------------------------
G. Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx
------------------------------- --------------------------------
Type or Print Name Type or Print Name
Title: President Title: VP Finance
---------------------------- ----------------------------
Date: 6/24/97 Date: 6/27/97
---------------------------- ------------------------------
6
SCHEDULE A
TO AMENDMENT NO. 2 OF
SUPPLY AGREEMENT BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND NORTHERN TELECOM INC.
ANNEX 1A
EXTENDED TERM EQUIPMENT AND SERVICES
PRICING
During the Extended Term, Seller may, at its discretion, implement changes to
the Equipment, modify the drawings and Specifications relating thereto, or
substitute Equipment of more recent design; provided, however, that any such
changes, modifications or substitutions shall not materially and adversely
affect performance of the System. Unless otherwise specifically stated,
Services are not included in Equipment List Prices.
Buyer shall take delivery of the Extended Term Initial Purchase within
eighteen (18) months of the Extended Effective Date.
During the Extended Term, for 800 MHz AMPS/TDMA Equipment available to
Seller's customers as of the Extended Effective Date other than the Equipment
included in the Extended Term Initial Purchase ("Extended Term Additional
Equipment"), Prices shall be Seller's then-current List Prices for DMS-MTX
products less the applicable discounts set out in Section 3.2 of this Annex.
1.0 EXTENDED TERM INITIAL PURCHASE
The Equipment configurations set out in this Section 1.0 assume that
Buyer is providing sufficient floor space for the described Equipment.
Additional Equipment and/or Installation may be required at Buyer's
expense in the event Buyer fails to provide such floor space.
Seller shall provide, and Buyer shall purchase for its technicians, the
training courses listed in Subsections 1.1.1.4 and 1.2.1.3 below. All
training is conducted at Seller's facilities in Richardson, Texas.
Tuition rates listed below are exclusive of travel, lodging and per
diem expenses,
A-1
which shall be for Buyer's account. Course content is subject to
change at Seller's discretion.
1.1 MARYLAND RSA 2- (Moving Existing Catocin Site MTX)
1.1.1 Switch Upgrade and Training
1.1.1.1 Switch Equipment Upgrade
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
DTC XPM+Upgrade NTMX77AA Processor 2 $ 39,700 $ 79,400
DTC XPM+Upgrade NTMX71AA Paddle Board 2 $ 2,500 $ 5,000
MCAM Cabinet 1 $ 29,472 $ 29,472
MEDP Cabinet 2 $ 25,717 $ 51,434
EDSPM Shelf NTAX7604 3 $ 20,000 $ 60,000
NTEX93AA EDSP Cards 16 $ 32,000 $ 512,000
NTAX80AA Controller Cards 11 $ 2,520 $ 27,720
NT2X70AF Power Converter Cards 11 $ 3,255 $ 35,805
CAP processor NTAX74AA - Spares 1 $ 59,600 $ 59,600
Time Switch NTAX78AA - Spares 1 $ 8,400 $ 8,400
ISDN Signal Processor NTBX01CA - Spares 1 $ 24,000 $ 24,000
Switch Upgrade Subtotal $ 892,831
1.1.1.2 Switch Equipment Expansion
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
MCTM-1 Cabinet ICP metro w/ICP Packfill 4 $310,000 $1,240,000
240 Port ICP Packfill w/Digital metro Proc 2 $257,625 $ 515,250
ICP METRO Processor-Digital Included
480 Port DTC Packfill 1 $204,528 $ 204,528
Capacity Expansion Subtotal $1,959,778
DISCOUNT ($1,141,004)
1.1.1.3 Switch Software (1997 Fee)
QTY LIST EXTENDED
DESCRIPTION (SUBS) PRICE PRICE
MTX-06 Base Load & 97 S/W Release License
Fee 29,600 $6/SUB Included
ANSI ISUP TR-317 Included Included Included
DCCH Sleep Mode Included Included Included
DCCH PSID/RSID Included Included Included
Group Ringing Included Included Included
Software Application fee 1 $25,000 Included
1997 Annual Software Fee Included
A-2
1.1.1.4 Nortel Switch E, F&I
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
Cabinet Expansion 5 $ 12,534 $ 62,670
Cabinet De-commissioning 10 $ 1,200 $ 12,000
Freight 22 $ 504 $ 11,088
Cabinet De-commissioning 10 $ 4,800 $ 48,000
Move Misc. Equip. (MAP, modems, etc.) 40 $ 120 $ 4,800
Cutover assistance to new MTX in Xxxxxxxxx 80 $ 120 $ 9,600
MEDP Expansion 2 $ 7,704 $ 15,408
Subtotal $ 163,566
1.1.1.5 Training
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
MTX Maintenance 4 $ 6,000 $ 24,000
Translations 4 $ 2,000 $ 8,000
Networking 4 $ 2,250 $ 9,000
Introduction to MTX MAP #925 4 $ 1,200 $ 4,800
Subtotal $ 45,800
TOTAL MD2 SWITCH UPGRADE PRICE $ 1,920,931
STRATEGIC DISCOUNT $(1,711,565)
NET TOTAL MDS SWITCH UPGRADE PRICE $ 209,366
1.1.2 Maryland RSA 2 - Cell Site Equipment
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
WYE XXXXX
96 CH. 120 SECT/ICRM+/ATC 1 $492,752 $492,752
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 5,935 $ 5,935
Subtotal $ 505,837
OCEAN PINES
96 CH. 120 SECT/ICRM+/ATC 1 $492,752 $492,752
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 5,935 $ 5,935
Subtotal $ 505,837
SALISBURY
64 CH. 120 SECT/ICRM+/ATC 1 $344,150 $344,150
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 4,125 $ 4,125
Subtotal $ 355,425
CAMBRIDGE
64 CH. 120 SECT/ICRM+/ATC 1 $344,150 $344,150
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 4,125 $ 4,125
Subtotal $ 355,425
PRINCE XXXXXXXXX
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
A-3
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
LEONARDTOWN
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
SNOW HILL
24 CH. OMNI/ICRM+/ATC 1 $148,305 $148,305
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,315 $ 2,315
Subtotal $ 157,770
PRINCESS XXXX
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
XXXXXXXX
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
XXXXXXX CLIFFS
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
LEXINGTON PARK
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
POCOMOKE CITY
24 CH. OMNI/ICRM+/ATC 1 $148,305 $148,305
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,315 $ 2,315
Subtotal $ 157,770
EASTON
64 CH. 120 SECT/ICRM+/ATC 1 $344,150 $344,150
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 4,125 $ 4,125
Subtotal $ 355,425
KENT ISLAND
64 CH. 120 SECT/ICRM+/ATC 1 $344,150 $344,150
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 4,125 $ 4,125
Subtotal $ 355,425
OCEAN CITY NORTH
32 CH. 120 SECT/ICRM+/ATC 1 $214,312 $214,312
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,315 $ 2,315
Subtotal $ 223,777
OCEAN CITY SOUTH
24 CH. OMNI/ICRM+/ATC 1 $148,305 $148,305
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,315 $ 2,315
Subtotal $ 157,770
A-4
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
MUTUAL BAMS
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $ 276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
OC INLET
32 CH. OMNI/ICRM+/ATC 1 $168,527 $ 168,527
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,315 $ 2,315
Subtotal $ 177,992
XXXXXX CITY
24 CH. OMNI/ICRM+/ATC 1 $148,305 $ 148,305
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,135 $ 2,135
Subtotal $ 157,770
FEDERALSBURG
24 CH. OMNI/ICRM+/ATC 1 $148,305 $ 148,305
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 2,315 $ 2,315
Subtotal $ 157,770
WICIMICO PARK
48 CH. 120 SECT/ICRM+/ATC 1 $276,942 $ 276,942
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 3,220 $ 3,220
Subtotal $ 287,312
QUEENSTOWN
64 CH. 120 SECT/ICRM+/ATC 1 $344,150 $ 344,150
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
Small RF/CE Frame Power and Ground 1 $ 4,125 $ 4,125
Subtotal $ 355,425
GROWTH CELL SITES
16 CH. OMNI/ICRM+/ATC w/Radios 11 $293,419 $3,227,609
(TRUII/SCLPA) DCCH and DLCR 104 $ 10,500 $1,092,000 $ 4,319,609
RADIOS:
(TRU-2/SCLPA) ACCH and ALCR 112 $ 10,500 $1,176,000
Dual Mode Radios (TRU-2 and SCLPA)s 671 $ 10,500 $7,045,500
Subtotal $ 8,221,500
SPARES
Cell Site Spares Kit (ICRM/DRU) 2 $ 54,974 $ 109,948 $ 109,948
Cell Site Equipment Subtotal $17,836,971
DISCOUNT $(6,985,288)
New Growth Incentive Credit $(4,319,609)
A-5
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
NORTEL CELL SITE E, F&I:
Engineering 22 $ 450 $ 9,900
Install & Commission 24/32 OMNI Cell Site 6 $ 15,912 $ 95,472
Install & Commission 24/48 SECT Cell Site 9 $ 29,520 $ 265,680
Install & Commission 64 SECT Cell Site 5 $ 35,424 $ 177,120
Install & Commission 96 SECT Cell Site 2 $ 41,328 $ 82,656
Subtotal $ 630,828
1.1.3 RF Engineering Services
RF Design Evaluation 22 $ 6,903 Included
RF Frequency Planning 22 $ 1,420 Included
MARYLAND RSA 2 NET CELL SITE PRICE $8,254,902
1.2 FREDERICK SWITCH - (PA 10, Hagerstown, Cumberland and Maryland 3)
1.2.1 Switch Equipment and Training
1.2.1.1 Switch Equipment
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
MUTUAL BAMS
SuperNode SE Core Cabinet 1 $1,112,109 $1,112,109
MCAM Cabinet 1 $ 112,779 $ 112,779
MCGM Cabinet 2 $ 75,695 $ 151,390
MCTM-I Cabinet 2 $ 45,294 $ 90,588
240 Port ICP Packfill for ENET 3 $ 160,500 $ 481,500
240 Port ICP Packfill for Digital 3 $ 113,196 $ 339,588
480 Port DTC Packfill 1 $ 204,528 $ 204,528
MEDP Cabinet 1 $ 25,277 $ 25,277
EDSPM Shelf NTAX7604 3 $ 20,000 $ 60,000
NTEX93AA EDSP Cards 5 $ 32,000 $ 160,000
NTAX80AA Controller Cards 5 $ 2,520 $ 12,600
NT2X70AF Power Converter Cards 7 $ 3,255 $ 22,785
NT9X14EA 96M Cards 4 $ 99,456 $ 397,824
Turbolink Kit 1 $ 4,239 $ 4,239
SuperNode SE Spares w/Cabinet LOT $ 613,412 $ 613,412
SS7 Link Interface Units (V.35) 3 $ 13,352 $ 40,056
Multiprotocol Controller CP 3 $ 3,150 $ 9,450
X.25 Network Links NT6X91BB 2 $ 3,150 $ 6,300
I/O Control Cards 2 $ 580 $ 1,160
Supermode MAP Equipment w/Furniture 1 $ 32,215 $ 32,215
Subtotal $2,877,800
DISCOUNT ($1,551,120)
A-6
1.2.1.2 Switch Software (1997)
QTY LIST EXTENDED
DESCRIPTION (SUBS) PRICE PRICE
MTX-04/06 Base Load & 97 S/W Release
License Fee 30,000 $6/Sub Included
ANSI ISUP TR-317 Included Included Included
DCCH Sleep Mode Included Included Included
DCCH PSID/RSID Included Included Included
Group Ringing Included Included Included
Calling Line ID Included Included Included
RDIO Remote Radio I/F Price per Radio Included Included Included
Software Application Fee 1 $25,000 Included
1997 Annual Software Fee Included
1.2.1.3 Nortel Switch E, F&I
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
New Switch Install & Commission LOT $166,432 $166,432 $166,432
1.2.1.4. Training
LIST EXTENDED
DESCRIPTION QTY PRICE PRICE
MTX Maintenance 4 $6,000 $24,000
Transalations 4 $2,000 $ 8,000
Networking 4 $2,250 $ 9,000
Introduction to MTX MAP #925 4 $1,200 $ 4,800
Subtotal $ 45,800
NEW SWITCH DISCOUNT ($1,809,000)
NEW TOTAL FREDERICK SWITCH PRICE $ 729,912
1.2.2 Cell Site Equipment Upgrade - (PA 10, Hagerstown, Cumberland and
Maryland 3)
1.2.2.1 Cell Site Equipment
UNIT EXTENDED
DESCRIPTION QTY PRICE XXXXX
XXXXXXX
16 CH. RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $80,577
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $11,000
8 CH. ATC retrofit expansion 1 $11,000 $11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 9 $10,500 $94,500
Subtotal $253,657
A-7
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
SIDELING HILL
16. CH.RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $80,577
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $11,000
8 CH. ATC retrofit expansion 1 $11,000 $11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 7 $10,500 $73,500
Subtotal $232,657
XXXXXX KNOB
16 CH.RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $ 80,577
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $ 11,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 10 $10,500 $105,000
Subtotal $264,157
CATOCIN
48 CH.RCMI SECT to ICRM+ SECT UPGRADE 1 $110,610 $110,610
48-64 CH. SECT Expansion 1 $ 36,599 $ 36,599
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 3 $ 11,000 $ 33,000
8 CH. ATC retrofit expansion 3 $ 11,000 $ 33,000
NT330BD RF Frame PA to ATC Cable 48 $ 110 $ 5,280
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 12 $ 10,500 $126,000
DualMode Voice Radios (TRU-2 and SCLPA)s 38 $ 10,500 $399,000
Subtotal $756,309
MONROVIA
16 CH. RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $ 80,577
16-32 CH. OMNI Expansion 1 $56,661 $ 56,661
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $ 11,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 15 $10,500 $157,500
Subtotal $373,318
A-8
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
THURMONT
16 CH. RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $ 80,577
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $ 11,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 10 $10,500 $105,000
Subtotal $264,157
BRUNSWICK
16-32 CH. OMNI Expansion 1 $56,661 $ 56,661
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $ 11,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 32 $ 110 $ 3,520
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 14 $10,500 $147,000
Subtotal $284,001
XXXXXXXXX
48 CH. RCMI SECT to ICRM+ SECT UPGRADE 1 $110,610 $110,610
48-64 CH. SECT Expansion 1 $ 36,599 $ 36,599
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 3 $ 11,000 $ 33,000
8 CH. ATC retrofit expansion 3 $ 11,000 $ 33,000
NT330BD RF Frame PA to ATC Cable 48 $ 110 $ 5,280
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 12 $ 10,500 $126,000
DualMode Voice Radios (TRU-2 and SCLPA)s 44 $ 10,500 $462,000
Subtotal $819,309
URBANA
16-32 CH OMNI Upgrade 1 $56,661 $ 56,661
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
NTFM22CA 16CH. RF OMNI ATC FRAME 1 $49,000 $ 49,000
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $ 11,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 15 $10,500 $157,500
Subtotal $292,741
A-9
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
FUNKSTOWN
16 CH.RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $ 80,577
16-32 CH. OMNI Upgrade 1 $56,661 $ 56,661
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $ 11,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 15 $10,500 $157,500
Subtotal $373,318
170 EAST/XXXXXX
48 CH.RCMI SECT to ICRM+ SECT UPGRADE 1 $110,610 $110,610
48-64 CH. SECT Expansion 1 $ 36,599 $ 36,599
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 2 $ 11,000 $ 22,000
8 CH. ATC retrofit expansion 2 $ 11,000 $ 22,000
NT330BD RF Frame PA to ATC Cable 48 $ 110 $ 5,280
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 12 $ 10,500 $126,000
DualMode Voice Radios (TRU-2 and SCLPA)s 25 $ 10,500 $262,500
Subtotal $597,809
XXXXXXX MTN/CLEARSPRING
16 CH.RCMI OMNI to ICRM+ OMNI UPGRADE 1 $80,577 $80,577
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $11,000
8 CH. ATC retrofit expansion 1 $11,000 $11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 8 $10,500 $84,000
Subtotal $243,157
QUARRY
32 CH.RCMI OMNI to ICRM OMNI UPGRADE 1 $93,295 $ 93,295
32-48 CH. OMNI Expansion 1 $56,716 $ 56,716
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 2 $11,000 $ 22,000
8 CH. ATC retrofit expansion 1 $11,000 $ 11,000
NT330BD RF Frame PA to ATC Cable 32 $ 110 $ 3,520
(TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 29 $10,500 $304,500
Subtotal $545,851
A-10
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
HAYSTACK
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
CE Bay ATC Upgrade 1 $ 695 $ 695
8 CH. ATC retrofit 1 $11,000 $11,000
8 CH. ATC retrofit expansion 1 $11,000 $11,000
NT330BD RF Frame PA to ATC Cable 16 $ 110 $ 1,760
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 7 $10,500 $73,500
Subtotal $152,080
WARFORDSBURG/HAGERSTOWN
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 15 $10,500 $157,500
Subtotal $211,625
NEW MARKET
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
SMALL RF/CE FRAME POWER & GROUND 1 $ 2,315 $ 2,315
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 15 $10,500 $157,500
Subtotal $213,940
BUCKEYESTOWN
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
SMALL RF/CE FRAME POWER & GROUND 1 $ 2,315 $ 2,315
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 14 $10,500 $147,500
Subtotal $203,440
EMMITSBURG
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
SMALL RF/CE FRAME POWER & GROUND 1 $ 1,410 $ 1,410
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 4 $10,500 $ 42,000
Subtotal $97,535
SIDELING SOUTH
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
SMALL RF/CE FRAME POWER & GROUND 1 $ 2,315 $ 2,315
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 15 $10,500 $157,500
Subtotal $213,940
BOONSBORO
Digital CSM (NT3P70BC) 1 $ 4,975 $ 4,975
Dual Mode Radio Unit Monitor 1 $ 7,150 $ 7,150
SMALL RF/CE FRAME POWER & GROUND 1 $ 1,410 $ 1,410
(TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR 4 $10,500 $ 42,000
DualMode Voice Radios (TRU-2 and SCLPA)s 14 $10,500 $147,000
Subtotal $202,535
A-11
1.2.2.2 Installed Base Radio Credit
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
Installed Base DRU(s) Credited (49) ($10,500) ($514,500) ($514,500)
1.2.2.3 Spares
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
Cell Site Spares Kit(ICRM/DRU) 2 $54,974 $109,948 $109,948
Cell Site Equipment Subtotal $6,705,484
DISCOUNT ($2,984,393)
1.2.2.4 Nortel Cell Site E, F&I
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE
EF&I RCMI updates 11 $2,160 $23,760
EF&I DCSM and DRUM 20 $4,320 $86,400
RF Frame I&C 8 $5,304 $42,432
ATC Retrofit 33 $480 $15,840
RF Frame I&C 14 $5,304 $74,256
Subtotal $242,688
* Total EF&I to do all listed work at one time.
1.2.2.5 RF Engineering Services
RF Design Evaluation 20 $6,903 Included
FR Frequency Planning 20 $1,420 Included
MARYLAND RSA 3 NET CELL SITE UPGRADE PRICE $3,449,279
1.3 RF SERVICES
Seller shall provide the RF design evaluation and frequency planning
Services included in the Price for Maryland RSA 2 and Maryland RSA 3 in
Subsections 1.1.3 and 1.2.2.5, respectively, of this Annex 1A in
accordance with the statement of work set out in Annex 8A of this
Agreement.
1.4 P-3 TRADE-IN CREDITS
Seller hereby agrees to grant a purchase credit in the amount of $750 to
Buyer for each P-3 radio unit it trades-in to Seller during the Extended
Term; provided, as follows:
A-12
(a) Each trade-in credit may be applied only against the purchase Price
of one TRU-2 and SCLPA radio unit ("TRU-2 Unit") and only one credit
may be applied against the purchase Price of each such TRU-2 Unit;
(b) Buyer shall replace each P-3 (de-installed hereunder and traded-in
to Seller) with a TRU-2 Unit; and,
(c) Seller shall de-install each applicable P-3 prior to the applicable
Turnover of the TRU-2 Unit replacing it.
Seller shall remove such de-installed P-3(s) in accordance with the
applicable project schedule. Buyer warrants that title to such
de-installed equipment shall be free and clear and shall pass to Seller
upon de-installation.
2.0 SOFTWARE RELEASE LICENSE FEE
2.1 During the Extended Term, Buyer shall pay Seller the following fees
for each Switch in service as of the Extended Effective Date or
purchased thereafter by Buyer under this Agreement (including the
Extended Term Initial Purchase):
(a) based on the audit described in Subsection 2.1.2 below, or the
determination of the number of subscribers at Turnover as
described in Subsection 2.1.3 below, as applicable, a Software
license fee per Switch each calendar year during the Extended Term
equal to the product of $6.00 times the number of subscribers on
such applicable Switch at the time of such audit or Turnover, as
applicable ("Software License Fee"); and,
(b) a Software application fee of $25,000 ("Software Application Fee")
per Switch per calendar year,
(cumulatively, the "Annual Software Fee"); provided, subject to
Subsection 2.1.1 below, in no event shall such Annual Software Fee be
less than $50,000 or greater than $250,000 for each applicable Switch
during the Extended Term.
A-13
Subject to Subsection 2.1.3 below, Seller shall invoice Buyer for the
applicable Annual Software Fee upon completion of the audit described
in Subsection 2.1.2 below and Buyer shall pay 100% of the applicable
invoice within thirty (30) days of the date of such invoice.
2.1.1 For the Switch in Buyer's Maryland 2 market only, no such $50,000
minimum Annual Software Fee shall apply in the event such audit
indicates that no subscriber database is datafilled on such Switch;
provided, Buyer shall pay the Software Application Fee for such Switch.
2.1.2 Except for the instances described in Subsection 2.1.3 hereinbelow,
commencing in 1998, at the beginning of each calendar year during the
Term, but not later than January 31st of each such calendar year,
Seller shall audit each applicable Switch under this Agreement (i.e.,
Buyer's Switches in its Cheyenne, Kansas, Maryland 2 and Maryland 3
markets) and any new Switch purchased by Buyer under this Agreement
for any other market(s) ("New Market Switch") to determine the number
of subscribers per Switch for purposes of calculating the applicable
Annual Software Fee for the calendar year during which the audit is
conducted. Buyer hereby gives Seller the right at its discretion to
conduct such audit remotely or visually on-site.
2.1.3 In the event Turnover of a New Market Switch occurs after January 31st
of any calendar year during the Term (including 1997), upon Turnover
of such New Market Switch, Seller may invoice Buyer for the $25,000
Software Application Fee and the applicable initial Software License
Fee based on the number of subscribers on such New Market Switch as
of the date of Turnover of such Switch, such initial Software License
Fee being prorated for the remainder of the calendar year in which
such New Market Switch is installed. Buyer shall pay 100% of the
applicable invoice within thirty (30) days of the date of such invoice.
2.2 For the Annual Software Fee Buyer shall be provided with one (1)
DMS-MTX standard, commercially available Software release per Switch,
as offered by Seller to its customers for 800 MHz AMPS/TDMA Equipment
application during the applicable calendar year. Buyer may license
additional Software releases offered by Seller to its customers for each
A-14
such Switch in a given Extended Term calendar year in addition to the
Software release included in such Annual Software Fee by paying Seller
the $25,000 Software Application Fee. All Software releases licensed
by Buyer hereunder shall include all Software, whether base or optional
features, contained in the standard, commercially available DMS-MTX
Software ("DMS-MTX Core Software"). Such DMS-MTX Core Software shall
not include the following:
(a) all CDMA-specific Software features, including, but not limited to,
IS-634 open interface and all other CDMA-specific interfaces; and,
(b) Software operating on an Adjunct Platform.
In all cases the applicable Software License Fee and/or Software
application Fee is exclusive of any hardware/firmware required to
operate the Software, but includes TAS services as described in this
Agreement.
3.0 DISCOUNTS
3.1 All discounts are included in the Prices set forth in Section 1.0 for
the Extended Term Initial Purchase and such Prices are not subject to
any additional discounts.
3.2 Extended Term Additional Equipment shall be discounted as follows;
provided, no discounts shall apply to (i) Hardware or Software
operating on an Adjunct Platform, (ii) Services, or (iii) OEM
Equipment:
Description Discount
----------- --------
Switch Hardware 40%
Cell Site Hardware 45%
RF Hardware 50%
A-15
SCHEDULE B
TO AMENDMENT NO. 2 OF
SUPPLY AGREEMENT BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND NORTHERN TELECOM INC.
ANNEX 8A
EXTENDED TERM
RF ENGINEERING PERFORMANCE
AND DESIGN EVALUATION
The purpose of this Statement of Work is (a) to describe the scope of work
for Seller's RF engineering and network planning of cellular services to
evaluate the performance of a network of cell sites configured for AMPS
applications for the purpose of determining the requirements for deploying
digital TDMA services ("RF Frequency Planning") and (b) to establish the
process for applying such evaluation to Seller's design of a digital TDMA
System in order to meet the coverage and capacity requirements of Buyer's
Maryland RSA 2 market ("RF Design Evaluation"). There are currently 22
tri-sectored cells operating in the AMPS mode in Maryland RSA 2 ("MD2
Cells"). Seller shall evaluate the MD2 Cells to provide hand held, in-car
portable coverage throughout the RF coverage area. This process involves the
following steps:
- Evaluation of the existing AMPS cell sites and switching network and
establishing a baseline of current performance.
- Making recommendations for improvement to the existing network for 600mw
in-car portable coverage.
- Determining the general equipment requirements to enhance the coverage of
the network and the necessary switch and interconnect capacity.
B-1
A cost estimate for System optimization will be provided on a per cell and/or
per channel basis after the RF Frequency Planning and Design Evaluation scope
of work is completed and approved by Buyer.
1.0 NETWORK PLANNING SYSTEM EVALUATION
The purpose of this section is to describe the scope of work for Seller
to provide a System plan for one DMS-MTX switch and to provide System
verification to validate such plan and its implementation. Seller may
provide recommended design changes based upon its planning process.
Should specific details of Seller's planning process not be implemented
by Customer, Seller shall be released from responsibility for that
portion of the plan not implemented.
1.1 CAPACITY PLANNING
Seller shall provide a detailed capacity projection analysis at the cell
sites, controller and MTX levels, based on typical models addressed
within BTA/RSA areas served by the customer. The scope includes Buyer
providing input for the applicable customer input questionnaire (see
Attachment 1), capacity planning and/or forecasting report.
1.2 CAPACITY MONITORING
Seller shall provide a detailed capacity performance analysis of
in-service Buyer equipment (cell sites, controller and MTX). The
monitoring service includes collecting switch operational measurements,
and delivering a capacity analysis report to Buyer.
Seller shall estimate call handling capacity of switch and radio
equipment to identify when equipment resources will be exhausted before
system outages occur, allowing the operating company to be pro-active
in determining where to apply engineering resources for the purposes of
avoiding potential system failures and/or outages.
B-2
1.3 SELLER DELIVERABLES
Seller shall provide the following deliverables:
1. The high level Capacity Forecast/Projection Plan which provides
capacity requirements for the specific BTA/RSAs. The plan provides
preliminary estimates of busy hour call attempts demand versus
processor occupancy requirements at the System and subsystem levels.
2. A capacity planning Customer Information Questionnaire ("CIQ"),
which captures the customer inputs regarding Hardware and Software
Releases, features and/or services roll out, traffic call mix,
subscriber growth plan and traffic projections.
3. The detailed Capacity Plan, which is based on the CIQ, describes
the network and nodal capacity requirements for the specific Software
and Hardware included in the Equipment quoted. A statement of
modeling assumptions and the operating company's inputs from Buyer
shall be used by Seller as the basis for the capacity requirements.
4. The Capacity Monitoring Report, which provides in-depth analysis of
the busy hour call attempts handled by the in-service equipment and
the call processing occupancy of the processor in question. The
report is based on the operational measurements obtained from Buyer's
MD2 System, including but not limited to MTX, ICP, and ICRMs. The
report will include recommendations for growth plan or opportunities
for cell re-homing based on actual measurements of the processing
load.
2.0 RF ENGINEERING EVALUATION
A readiness evaluation phase is developed to determine if the RF portion
of the MD2 Cells is performing to the standards necessary for successful
B-3
commercial deployment of digital services, and if not, to provide
recommendations to Buyer on how best to proceed. This phase also
includes the detailed coverage and capacity design evaluation
(excluding frequency planning) of macro cells necessary to provide the
grade of service specified by Buyer.
2.1 DATA COLLECTION
To begin the data collection process, RF engineering will contact Buyer
to obtain the current status, frequency plan and configuration of the
system or cluster of cells to be optimized, and to advise of the
general requirements for a deployment of digital TDMA operation. In
addition, the service requirements and operating parameters will be
mutually agreed upon in writing by Xxxxx and Seller, including the
grade of service, mobile versus in-car portable coverage, and RF
coverage area. A CIQ will be presented to Buyer for completion. When
completed by Buyer, this questionnaire will contain data describing the
current network and identifying necessary operating parameters such as
grade of service.
2.2. PERFORMANCE AUDIT AND BENCH MARKING
2.2.1 OPERATIONAL MEASUREMENTS
Seller will establish the general condition of the system in terms of
performance benchmarks that can be used to evaluate historical and
ongoing performance improvement or changes. The system performance
baseline will be established by Seller evaluating the Buyer provided
switch performance related to operational measurements ("OM")
maintained on the switch. Customer is required to provide remote access
to the Switch database to permit table set-up and data collection.
OM will be set-up and monitored by a member of the Seller deployment
team at least one week prior to the arrival of the RF Engineering
evaluation team to evaluate the existing system performance metrics and
establish a
B-4
baseline prior to performance of applicable optimization Services;
provided Buyer purchases such Seller optimization Services. The OM will
be monitored during the deployment process and for at least one week
after such team leaves the market. This is to ensure that any
performance enhancements can be verified, and further serves to
establish the new System performance baseline.
2.2.2 RF PROPAGATION PREDICTION/INTERFERENCE ANALYSIS
Seller will perform a general RF Propagation Prediction/Interference
Analysis of the existing network. This task involves entering all
System specific information, such as coordinates, tower heights, power
levels, frequency plan, etc. into the PlaNET-Registered Trademark-
automated tool.
The information derived from the RF Propagation/Prediction Analysis
will include coverage analysis for each applicable cell, adjacent and
co-channel carrier to interference (C/I) evaluation, and terrain
considerations. Upon request by the Buyer, such information will be
made available to the Buyer as Confidential Information. Such report
will contain the following elements:
- Buyer requirements
- Buyer input data summary
- Other input data summary
- System coverage plots
- Composite coverage plots
- Cell coverage and C/I plots
- Current Frequency plan
2.2.3 CELL SITE AUDITS
For each cell site in the System to be evaluated, Seller will conduct a
cell site audit. Site audits consist of verifying the installation and
operation of
B-5
the Seller radio Equipment. It is essential that the Equipment is
installed, configured, tested, and datafilled in the correct manner. The
audit ensures that the Equipment is working properly and is not
adversely affecting any existing equipment or service.
Site audits will be performed prior to any extensive performance
related adjustments being made. A Site Audit Report will be provided to
the Buyer within 30 days after completion of the audit.
2.2.4 SYSTEM DRIVE TEST DATA COLLECTION AND ANALYSIS
Seller RF Engineering group will perform a drive test of the MD2 Cells.
The drive routes will include all areas mutually agreed upon by Buyer
and Seller RF engineering as the primary RF coverage areas for the MD2
Cells. The data monitored and gathered will include hand-off points,
signal strength, C/I levels and path balance characteristics of the
System for both the forward and reverse paths. This data will then be
post-processed, plotted and analyzed to determine specific performance
anomalies. Further drive testing may be performed at Seller's
discretion, as determined by Xxxxxx's RF engineering team.
As the evaluation effort progresses through ongoing performance analysis
and drive testing, appropriate parameter changes that can be readily
implemented are identified and specifically recommended to Buyer to
improve system call processing performance.
2.3 EVALUATION REPORT
Following complete evaluation of the System, a report will be submitted
to the Buyer outlining performance and recommendations for further
actions. Recommendations may include (but not limited to) the addition
of cell sites for coverage, capacity, or performance improvements,
changes in the operating parameters of the network.
B-6
3.0 SERVICE SUPPLY REQUIREMENTS
3.1 BUYER TO SUPPLY:
The Buyer will supply the following items in a timely manner:
- Non-billable phone numbers for test mobiles (3 minimum).
- Physical access to the switch databases and cell sites with Buyer's
technical staff available for interactive equipment audit and
alignment activities, as well as discussion during this service and
full authority to make database edits as required to successfully
perform the tasks necessary to optimize the System, provided, Buyer
purchases Seller's optimization services.
- Remote switch interface.
- Access to all System specific information (e.g. coordinates, tower
heights, frequency plan, ERP and azimuths).
- Tower climber, surveyor* or other contractor* for investigation and
correction of any physical problems identified during optimization;
provided, Buyer Purchases Seller's Optimization Services.
* TO BE PROVIDED AFTER IDENTIFICATION OF REQUIRED SCOPE OF WORK.
3.2 SELL TO SUPPLY:
Seller will supply drive test data collection and plot, and dropped call
and hand-off performance analysis, including required inputs and System
performance bench marking statistics.
- Tabulation of System parameters with specific recommendations for
change such as table and setting parameter change recommendations to
be provided interactively.
B-7
- System configuration change recommendations, where appropriate,
including antenna height, cell location changes, capacity increases,
and sectorization.
- Results and recommendations from site audits and system inspection
including any observed anomalies such as undesirable hardware
configuration or settings.
B-8
ATTACHMENT 1
CUSTOMER INFORMATION QUESTIONNAIRE
INITIAL DATA REQUIREMENTS
FOR NETWORK
(FOR EACH EXISTING SWITCH)
Networking requirements:
- List of networking partners
(Automatic Roaming & Call Delivery? Inter system Hand-off?)
- Connection to NACN, ITN, other Backbone Roaming Network?
- Connection to GTE FMR, FMR+, Pre-Call Validation Service?
- Connection to GTE, EDS or other Clearing House?
- IS-41 Rev. A, B or C?
- IS-41 via X.25 or SS7?
- Connection to other network entities not being proposed by Seller
(e.g. External HLR, Short Message Service Center, Authentication
Center, etc.)
- Major source of roaming traffic?
Tandeming requirements:
(SS7 INODE capability, IS-41+ tandeming)
PSTN interconnection requirements:
(ANSI ISUP, IS-41 Rev. A/B/C, Analog/Digital Trucks, Points of Presence,
Central Office connections)
B1-1
Regulatory requirements on number/location of switches:
(One per LATA/MSA/RSA/State/Region)
Restrictions/Regulations on the type of services:
(Mobility, Restricted Coverage Areas, Equal Access, intra/inter system toll
traffic, dialing restrictions, E911 connectivity)
Minimum Service requirements:
(Grade of Service, Availability, Number Portability, seamless networking)
Wireless Data requirements:
(Circuit switched data, CDPD)
Projected Call Mix:
(L-M, M-L, M-M, L-L)
How MINs are provisioned
Required Number Plan
Billing requirements:
(Real-time billing, connection to downstream processor, etc.)
OEM requirements:
- Connection to Voice Mail System?
- Interconnection requirements (DS-1, DS-0, SS7? ANI spill?)
B1-2
ATTACHMENT 2
CUSTOMER INFORMATION QUESTIONNAIRE
FOR RF ENGINEERING DATA REQUIREMENTS
(FOR EACH EXISTING SITE)
Frequency of each channel (voice, control)
Busy hour traffic for each sector
Grade of service required
Mobile vs. portable coverage requirements
Street/car/in-building coverage requirements
Coverage boundaries criteria (indicate on map)
Lat., long (deg., min., sec.)
Elevation (Ft, Mtr, AMSL)
Source of information on site location
Number of analog voice channels/sector
Number of digital voice channels/sector
Maximum transmitter power (Xxxxx, dBw) per sector
Tower Height (Ft, Mtr, AMSL)
Highest Point (Ft, Mtr, AMSL)
Height to Antenna C.L. (Ft, Mtr, AMSL) per sector
Horizontal Antenna Spacing (Ft, Mtr) per sector
Antenna name and model number per sector
Antenna Gain (dB) per sector
Cable length to RF equipment (Ft, Mtr) per sector
B2-1
SCHEDULE C
TO AMENDMENT NO. 2 OF
SUPPLY AGREEMENT BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND NORTHERN TELECOM INC.
ANNEX 9
ADJUNCT PLATFORMS
This Annex and the attached exhibits define the special terms and conditions
applicable to the sale and purchase of Adjunct Platforms. Except as set
forth herein, the terms of the Agreement shall continue to apply. In the
event of a conflict between the provisions of this Annex and the provisions
of the body of the Agreement, the provisions of this Annex shall take
precedence over the provisions of the body of the Agreement.
1.0 PRICE
1.1 Subject to Sections 2.2(b) and 4.0 of Annex 1A, if applicable, the
Price for an Adjunct Platform shall consist of (i) unit list prices for
applicable third-party hardware, and (ii) the license fees to use the
associated Value-added Software as set forth in the form of Exhibit A
hereto, "Adjunct Platform Prices." Any discounts set forth in the
Agreement do not apply to Adjunct Platform Prices.
1.2 Unless otherwise specified, the above noted Prices are exclusive of
Seller's charges for any Services associated therewith.
1.3 The Prices are also exclusive of any taxes, which shall be the
responsibility of Buyer pursuant to Section 5.5 of the Agreement.
1.4 Prices for future orders will be quoted upon Xxxxx request.
2.0 PAYMENT
2.1 Notwithstanding anything to the contrary contained in Section 5 of the
Agreement, Buyer shall pay Seller the appropriate Price in accordance
with the following schedule:
2.1.1 90% of the Purchase Order Price shall be invoiced by Seller upon
shipment of the Adjunct Platform to the Installation Site. Such payment
shall be paid to the Seller within thirty (30) days following the date of
Seller's invoice therefor.
C-1
2.1.2 10% of the Purchase Order Price shall be invoiced by Seller after
Acceptance of the Adjunct Platform as defined in Section 6 of this
Annex 9. Such payment shall be paid to Seller within thirty (30) days
following the date of Seller's invoice therefor.
2.1.3 For Value-added Software components licensed separately (not part of
an Adjunct Platform), or other individual hardware units supplied by
Seller for use with the Adjunct Hardware, 100% of the Purchase Order
Price shall be invoiced by Seller upon delivery to Buyer. Such payment
shall be paid to Seller within thirty (30) days following the date of
Seller's invoice therefor.
3.0 WARRANTY
3.1 VALUE-ADDED SOFTWARE WARRANTY
Notwithstanding anything to the contrary contained in Section 7.2 of
the Agreement, Seller warrants that, provided the Value-added Software
is not altered by Buyer, and provided such Value-added Software is used
in conjunction with the applicable third-party hardware and Equipment
and such third-party hardware, Equipment and Value-added Software have
been maintained in accordance with the applicable third-party hardware
vendor's and Seller's recommended maintenance procedures, respectively,
the Value-added Software shall function during the Warranty Period
materially in accordance with Seller's specifications.
3.2 THIRD-PARTY HARDWARE
Third-party hardware, when furnished pursuant to this Annex, shall be
warranted by the applicable third-party hardware vendor in accordance
with such applicable vendor's standard warranty, which warranty shall be
passed through directly to Buyer. When requested by Xxxxx, Seller shall
furnish first echelon warranty support during Seller's regular business
hours, provided, however, that Buyer shall deal directly with such
applicable vendors for repair and return of defective material. The
Price includes warranty services from applicable vendor(s) for the first
year following shipment of the Adjunct Platform. Thereafter, Seller
recommends that Buyer also purchase an extended service plan from the
applicable third-party hardware vendor(s).
4.0 VALUE-ADDED SOFTWARE LICENSE
4.1 Buyer is hereby granted a non-exclusive license to use the Value-added
Software in accordance with Section 10 and Annex 6 of the Agreement and
the applicable NTPs. Notwithstanding anything to the contrary contained
in Annex 6, Buyer may use such Value-added Software in conjunction with
multiple processing units comprising the Adjunct Hardware.
4.2 From time to time, Seller may offer a corporate network right-to-use
fee, which right-to-use fee shall be limited to use by a specified number
of voice
C-2
channels on Buyer's System(s) for that price, or such other measurable
unit as may be applicable for a particular feature.
5.0 VALUE-ADDED SOFTWARE UPGRADES
5.1 Seller shall offer an annual service plan for Value-added Software
maintenance, which service plan shall include Seller Technical Assistance
Service (TAS) and such Value-added Software upgrade(s) as Seller may make
available during the year.
5.2 Buyer shall keep the Value-added Software current, i.e., no more than
two (2) numbered releases behind Seller's then-current release. Any new
Value-added Software release may require the purchase of additional
Hardware by Buyer.
5.3 If Buyer has elected to remain on an outdated release and wishes to
upgrade such Value-added Software to Seller's then-current release, the
price therefor shall be the lesser of (i) the Value-added Software
maintenance License Fee for each year an upgrade was not implemented
pursuant to Section 5.1 hereinabove; or (ii) the price differential
between the then-current release and Buyer's release then-residing on
Buyer's Adjunct Platform.
6.0 SCHEDULE FOR INSTALLATION, TESTING AND ACCEPTANCE
6.1 Seller's standard acceptance test procedures "Acceptance Test
Procedures" [ATP's] shall be used for the testing and acceptance of the
applicable Adjunct Platforms in the form of Exhibit B, "Acceptance Test
Plan." (See Exhibit B for the MDS Acceptance Test Procedures.)
Prerequisite site preparation is the responsibility of Buyer as also
addressed in Exhibit B.
6.2 Seller shall install the third-party hardware in accordance with a
schedule to be mutually agreed by the parties, a sample of which is
attached hereto as Exhibit C, "MDS Sample Project Schedule." Seller
shall provide Buyer three (3) days prior notification that such Adjunct
Platform is ready for testing, and following such notification, Xxxxx
agrees to have a representative present to witness and acknowledge
completion of such testing. Seller shall test the Adjunct Platform in
accordance with the applicable ATP's to determine the Adjunct Platform
conformity with such applicable standards and specifications as set
forth in the ATP's.
6.3 At the end of testing, Buyer shall either accept the Adjunct Platform
in writing as herein provided or notify Seller in writing specifying in
reasonable detail those particulars in which the Adjunct Platform does
not meet the applicable ATPs. With respect to any such particulars,
Seller shall promptly proceed to take corrective action, and following
correction, Buyer shall accept the Adjunct Platform in writing.
Successful completion of the aforementioned ATP's shall be deemed to
constitute "Acceptance" of the applicable Adjunct Platform.
C-3
SCHEDULE C (CONTINUED)
EXHIBIT A
ADJUNCT PLATFORM PRICING
(TO BE QUOTED UPON REQUEST)
Adjunct Platforms Price
----------------- -----
1.0 MTX Data Server ("MDS")
1.1 Hardware Components $_____________
1.2 MDS Software License Fees ($ per Voice Channel
License Fee)
1.2.1 Base Software $_____________
1.2.2 Modular Software
1.2.2.1 Accounting Mediation Services $_____________
1.2.2.2 Accounting Service Collection $_____________
1.2.2.3 CDPD Billing Service $_____________
1.2.3 Total Software License Fee $_____________
1.3 Total MDS Price $_____________
2.0 ADEPT
2.1 Hardware Components (Not offered for
purchase hereunder)
2.2 ADEPT Software ($ per Voice Channel
License Fee)
2.3 Total ADEPT Price $_____________
3.0 Integration/Installation $_____________
4.0 First-Year Warranty Services $_____________
5.0 Total Price $_____________
C-4
SCHEDULE C (CONTINUED)
EXHIBIT B
MDS ACCEPTANCE TEST PLAN
(SAMPLE)
The following test plan is intended to verify standard functionality for the
MDS product with release 2.0 Software. As new releases are introduced this
plan will be updated.
The plan assumes that all site preparation activities have been completed,
that the DMS-MTX switch(es) are configured to support the necessary links to
the MDS, and that the client applications ("Clients") connected to LAN are
available for the MDS access. The MDS installation must be complete before
Acceptance activities can begin (i.e. HP has installed and powered up server).
Buyer and Seller will initial below as tests are completed.
1. ACCOUNTING MEDIATION SERVICE (AMS) TEST PLAN
1.1 AREAS OF TEST (AMS)
1.0.1 Verify product delivery for accuracy and completeness before beginning
Acceptance testing
1.0.2 BASE PERFORMANCE
Verify switch site datafill.
UNIX site configuration.
Threshold Parameters.
1.0.3 LINKS
Conform NT1X89BA/BB configuration.
Verify physical link connectivity.
Verify interoffice facilities (from MTX to MDS).
1.0.4 RELIABLE DATA TRANSFER
Single/Dual link.
Abnormal Termination Recovery.
Verify that AMS to ACS transfer is enabled.
Clients (unfiltered/filtered).
C-5
1.0.5 GUI PERFORMANCE
Menu operation.
--------------- --------------
Buyer Seller
1.2 TEST CASES (AMS) (REFER TO NTPs 000-0000-000, 000-0000-000)
1. Confirm all relevant Switch datafill.
Verify physical connectivity from MTS to MDS.
NT1X89BA/BB: Verify cable is connected to correct port on MPC card.
Verify MPC is in shelf slot corresponding to datafill configuration.
WAN Connection: Confirm that WAN facilities are in place and active
(Cables connected to proper WAN ports, modems turned on, etc.).
Test Facilities: Set local/remote loopbacks and send test data.
2. Verify all GUI functionality. Examples are shown below.
X. Xxxxxx the following MDS GUI Configuration commands:
Configure, Edit, and Delete a Switch.
Configure, Edit, and Delete a Client.
Configure Switches and clients per specifications.
Verify Client filtering commands.
Verify reformatting commands.
Verify Topology Area is accurate.
X. Xxxxxx the following MDS GUI Performance Manager commands:
CPU Occupancy Tool.
Buffer Occupancy Tool.
X. Xxxxxx the following MDS GUI Fault Manager commands:
System Status.
Configuration of System Status Thresholds and Alarms.
X. Xxxxxx the following MDS GUI System Security commands:
Domain Maintenance.
User Maintenance.
Users can log in and access only configured domains.
3. Ensure MTX ability to transfer CDRs via two V.35 links, utilizing
the AFT/MNP protocol. Note that if CDRs are being transferred to
AMS,
C-6
AFT/MNP must be used for CDR transfer. If TMS (see CBS Section
below) transfer is needed AFT/MTP can be used, but AFT/MNP can be
used for TMSs only if CDR transfer is not required.
4. Verify error recovery functions.
AFT/MNP: Disable one of dual X.25 links and verify that CDRs
continue to flow to MDS. Recover link and verify that next file
begins using both links.
Links: Disable both X.25 links. Recover links and verify that data
transfer resumes at the point where it was disrupted.
Hardware: Disable MDS circuit packs (e.g. Pull ACC card). Restore
hardware and verify that transfer automatically restarts and no
CDR data is lost.
5. Verify that all available clients can receive data.
NOTE: Nortel cannot be responsible for Client availability unless
the Client is supplied by Nortel. Once Acceptance activities have
begun, they must be completed in a timely fashion, and Acceptance
cannot be refused solely because non-Nortel clients are
unavailable for verification.
6. Verify that the Client interface can recover in the event of a
failure.
NOTE: Nortel cannot be responsible for the recovery of a Client
application unless it is supplied by Nortel. The intent of this
test is to verify that the MDS interface (e.g. LAN connection)
will recover.
7. Verify transfer audit functions.
8. Verify the following MDS GUI Operations commands:
Start Processes.
Terminate Processes.
View Logs.
Client Transfer Control.
Queue Purge Functions.
MTX to MDS Queue Transfer Status.
9. If 9-track tape option is present, verify the following MDS GUI
Operations commands:
Tape In/Tape Out and Export/Import Optionally.
10. If the 9-track tape option is present, verify the following MDS
GUI tapeopr login commands:
Tape In/Tape Out operations once configured by Security Manager.
No other screens are available to tapeopr.
C-7
11. If 9-tract tape is not available, verify that AMA files can be
archived to Digital Audio Tape (DAT). Verify that the AMA files
can be restored from DAT to the AMS file buffer for re-processing.
---------- ----------
Buyer Seller
2.0 ACCOUNTING COLLECTION SERVICES (ACS) TEST PLAN (REFER TO NTP
411-2141-525)
2.1 AREAS OF TEST (ACS)
2.1.1 ACS CLIENT
Windows '95/3.1/Xterm.
2.1.2 CDR SEARCH
2.1.3 BASE PERFORMANCE
User Domain Management of Client Station.
Sybase Drivers.
Threshold Parameters.
2.1.4 GUI PERFORMANCE
Menu operation.
2.2 TEST CASES (ACS)
1. Verify DCDMON process is running.
2. Verify the following MDS GUI Configuration commands:
Configure and edit Client application preferences.
3. Verify the following MDS GUI Performance Manager commands:
CPY Occupancy Tool.
Query Database Occupancy.
4. Verify the following MDS GUI Fault Manager commands:
System Status.
Configuration of System Status Thresholds and Alarms.
5. Verify search application configuration:
SQLEDIT.
SYBPING.
C-8
6. Verify CDR search application:
Customer Service search.
Adhoc Reports.
CDR Browsing.
---------- ----------
Buyer Seller
3. CDPD BILLING SERVICE (CBS) TEST PLAN 3.1
3.1 AREAS OF TEST (CBS) (REFER TO NTP 411-2141-524)
CBS can be a standalone application or it can be included with AMS
and/or other applications. If CBS is included with AMS, many of the
tests below will have been performed in conjunction with AMS testing.
3.1.1 BASE PERFORMANCE
Switch site datafill.
UNIX site configuration.
Threshold Parameters.
3.1.2 LINKS
Confirm NT1X89BA configuration.
Verify physical link connectivity.
Verify interoffice facilities (from MTX to MDS).
3.1.3 RELIABLE DATA TRANSFER
Single/Dual link.
Abnormal Termination.
Client.
3.1.4 GUI PERFORMANCE
Menu operation.
3.2 TEST CASES (CBS)
1. Verify physical connectivity from MTX to MDS:
NT1X89BA/BB: Verify cable is connected to correct port on MPC
card. Verify MPS is in shelf slot corresponding to datafill
configuration.
Confirm all relevant Switch datafill.
WAN Connection: Confirm that WAN facilities are in place and
active (Cables connected to proper WAN ports, modems turned on,
etc.).
Test Facilities: Set remote loopbacks and send test data.
C-9
2. Verify the following MDS GUI Configuration commands:
Configure, Edit and Delete a Switch.
Configure, Edit and Delete a Client.
Configure Switches and Clients per specifications.
Verify Topology Area is accurate.
3. Verify the follwing MDS GUI Performance Manager commands:
CPU Occupancy Tool.
Buffer Occupancy Tool.
4. Verify the follwing MDS XXX Xxxxx Manager commands:
System Status.
Configuration of System Status Thresholds and Alarms.
5. Verify the following MDS GUI System Security commands:
Domain Maintenance.
User Maintenance.
Users can log in and access only configured domains.
6. Ensure MTX ability to transfer Traffic Matrix Segment (TMS) blocks
via a single X.25 link, utilizing the AFT/MTP process. Note that if
CDRs are being transferred to AMS, AFT/MNP must be used for CDR
transfer. If TMS block transfer is needed AFT/MTP can be used, but
AFT/MNP can be used for TMSs only if CDR transfer is not required.
AFT/MTP can support only a single link per switch for TMS transfer.
7. Verify error recovery functions:
AFT/MNP: Disable X.25 link. Recover link and verify that TMS transfer
resumes to MDS.
Hardware: Disable MDS circuit packs (e.g. Pull ACC card). Restore
hardware and verify that transfer automatically restarts and no TMS data
is lost.
8. Verify that the CBS Client can receive data.
9. Verify that Client interface can recover in the event of a failure.
NOTE: Nortel cannot be responsible for the recovery of a Client
application unless it is supplied by Nortel. The intent of this test is
to verify that the MDS interface (e.g. LAN connection) will recover.
10. Verify that TMS Tape Archive (TAR) files can be stored to Digital Audio
Tape (DAT) for backup purposes, or for shipment to a billing
C-10
center. Verify that the TAR file can be restored to the CBS buffer for
re-processing.
11. Verify the following MDS GUI Operations commands:
Start Processes.
Terminate Processes.
View Logs.
Delete processed files from backup directory.
MTX to MDS Queue Transfer Status.
12. If 9-track tape option is present, verify the following MDS GUI
Operations commands: TapeIn and Import Optionally.
13. If the 9-track tape option is present, verify the following MDS GUI
tapeopr login commands:
TapeIn operations once configured by Security Manager.
No other screens are available to tapeopr.
----------------- --------------
Buyer Seller
Accepted:
--------------------------------- --------------
Buyer Date
C-11
SCHEDULE C (CONTINUED)
EXHIBIT C
MDS SAMPLE PROJECT SCHEDULE
Responsible
Week Milestone Event Party
---- --------------- -----------
1 P.O accepted by Seller Both
2 Review the CI Document input with Buyer Seller
3 Review Site Prep Requirements with Buyer Seller
4 Engineer and Order Equipment Seller
5 Ship Documentation to Buyer Seller
5 Establish Equipment Receipt and Buyer Both
Installation dates
10 Verify Site Prep has been completed (UPS, LAN, Both
Power, Modem Line, Data Ckts to other sites,
Client access [fraud, billing, etc.])
12 Installation Start Seller
13 Adjunct Platform Acceptance complete Both
C-12
AMENDMENT NO. 3
TO
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTHERN TELECOM INC.
Made effective as of the 30th day of September, 1998, by and between Xxxxxx
Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma
corporation with offices at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx
Xxxx, Xxxxxxxx 00000 and Northern Telecom Inc. (hereinafter referred to as
"Seller"), a Delaware corporation, with offices at 0000 X. Xxxxxxx Xxxxxxxxxx,
Xxxxxxxxxx, Xxxxx 00000.
WHEREAS, Xxxxx and Seller entered into a Supply Agreement dated as of December
6, 1995, as amended (the "Agreement"); and,
WHEREAS, Buyer and Seller now wish to amend the Agreement to include, among
other things, an additional commitment to purchase by Buyer and new discounts
applicable to fixture Equipment purchases, all as further described herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Xxxxx
and Seller agree to amend the Agreement as follows:
1. Lengthen the Extended Term of the Agreement by adding the words "and five
(5) months" after the words "and ending four (4) years" in the definition
of Extended Term under Section 1 (DEFINITIONS).
2. Increase Buyer's commitment to purchase during the Extended Term by
amending Article 4 (XXXXX), deleting the last sentence of Section 4.1 in
its entirety and replacing it with the following:
"Buyer understands that it has a firm obligation to purchase/license no
less than $65 million net Price (i.e., Price inclusive of applicable
discounts, but exclusive of sales tax) of Equipment and/or Software from
Seller during the Extended Term ('Commitment')."
1
3. Amend Article 17 (CHANGES) by deleting the opening paragraph of Section
17.5 in its entirety and replacing it with the following:
"Subject to Section 24.1 herein, for purchases during the Initial Term,
Xxxxx understands and agrees that the execution of this Agreement
constitutes a firm, noncancelable Purchase Order for the Initial Purchase
set forth in Section 1.0 of Annex 1 and the training courses set forth in
Section 4.0 of Annex 1.
For purchases during the Extended Term, Xxxxx understands and agrees as
follows:
(a) that the execution of this Agreement constitutes a firm,
non-cancelable Purchase Order for the initial purchase of Equipment
and training for the Extended Term ('Extended Term initial Purchase'),
as set forth in Section 1.0 of Annex 1A hereof; and,
(b) that the execution of this Agreement constitutes a firm,
non-cancelable Purchase Order for the purchase of the Extended Term
Additional Equipment set forth in Section 2.0 of Annex 1A hereof
('Extended Term Additional Purchase'); provided, such non-cancelable
Purchase Order for the Extended Term Additional Equipment for the New
York-3 market, Pennsylvania-2 market and Sygnet 1999 Expansions set
forth in Sections 2.2, 2.3 and 2.4 shall be subject to Xxxxx's merging
with Sygnet Communications, Inc. during the Extended Term. Buyer shall
give Seller written notice of such merger at such time as it is
completed.
For Purchase Orders for Equipment other than the Initial Purchase, Extended
Term Initial Purchase and Extended Term Additional Purchase, upon written
notification to Seller, Buyer may elect to cancel such Purchase Orders
prior to shipment of Equipment in accordance with the following:"
4. Amend Annex 1A (EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as follows:
(a) Add a new Section 2.0 (EXTENDED TERM ADDITIONAL PURCHASE), as set out
in Schedule A, attached hereto and incorporated herein; and,
(b) Change the numbering and language of Annex 1A sections as follows:
(i) Change Section 1.4 (P-3 TRADE-IN CREDITS) to a new Section 3.0;
(ii) Change Section 2.0 (SOFTWARE RELEASE LICENSE FEE) to a new
Section 4.0, conforming the numbering of all sections and
subsections therein, and add the words "and Extended Term
Additional Purchase" after the words "including the Extended Term
Initial Purchase" in the parenthetical clause in the first
sentence of a new Section 4.1; and,
2
(iii) Change Section 3.0 (DISCOUNTS) to a new Section 5.0,
conforming the numbering of all sections therein.
5. Amend (newly numbered) Section 5.0 (DISCOUNTS) of Annex 1A as follows:
(a) Add the words "Subject to Subsection 5.2.1 below," to the beginning of
(new) Section 5.2; and,
(b) Add new Subsection 5.2.1 as follows:
"5.2.1 Following Buyer's purchase and Seller's delivery of the
Extended Term Additional Purchase set out in Section 2.0 of
Annex 1A, the following discounts and firm, fixed Prices
shall replace the discounts set out in Section 5.2 above:
(a) The following new discounts shall apply:
Description Discount
----------- --------
Switch Hardware 50%
Cell Site Hardware 50%
(b) Buyer may purchase TRU-III/SCLPA(s) or TRU-II/SCLPA(s) for
the net Price per radio/amplifier unit (i.e., Price per
radio/amplifier unit inclusive of discounts, but exclusive
of sales tax) of $4,750."
The exclusions described in Section 5.2, sub-parts (i), (ii) and
(iii) above shall continue to apply."
6. Except as specifically modified by Amendments 1 through 3, the Agreement in
all other respects shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be signed by
their duly authorized representatives effective as of the date first set forth
above.
XXXXXX COMMUNICATIONS NORTHERN TELECOM INC.
CORPORATION
By /s/ X Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ---------------------------
Name: X Xxxxxx Xxxxx Name: /s/ Xxxxx X. Xxxxx
------------------------ -------------------------
(Type/Print) (Type/Print)
Title: President Title: V.P. and GM U.S. Region
----------------------- ------------------------
Date: 9/30/98 Date: 10/1/98
------------------------ -------------------------
3
SCHEDULE A
TO AMENDMENT NO. 3 TO
THE 12/20/95 SUPPLY AGREEMENT BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND NORTHERN TELECOM INC.
ADDING NEW SECTION 2.0 TO ANNEX 1A
2.0 EXTENDED TERM ADDITIONAL PURCHASE
The existing equipment credits (totaling $1.475 million) set out in
Section 2.2 of this Annex 1 are granted to Buyer subject to Buyer's
trading in, on or before March 31, 1999, all Ericsson radio and cell
site hardware located at applicable sites in the New York-3 market
identified in such Section 2.2 ("Ericsson Hardware). Prior to Turnover,
Seller at its own expense shall de-install all Ericsson Hardware at such
New York sites in accordance with the applicable project schedule and
remove all such de-installed Ericsson Hardware. Buyer shall provide
Seller reasonable access during normal business hours to allow such
de-installation and removal. Title to such de-installed Ericsson
Hardware shall pass to Seller upon de-installation. Buyer hereby
represents that (i) the equipment is operational and in good condition,
(ii) that Buyer will have the right to convey title to such Ericsson
Hardware upon such de-installation by Seller, and (iii) that such title
shall be good and marketable and free and clear of liens or encumbrances
of any kind.
2.1 MARYLAND RSA-1 CELL SITE ADDITION
2.1.1 Switch Hardware
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
MCTMI Cabinet equipped with (1) ICP
MCTMI Cabinet $45,294
ICP Standard Packfill $160,500
ICP Digital Metro ES Option $150,500
DTC Packfill $0 $356,294 40% $213,776
--------
TDMA Hardware required to support (5) TDMA VCHs per Cell Site Sector
EDSP Cable Assembly $705
EDSP Shelf $20,000
Power Converter $6,206
EDSP Transcoder CP $140,000
EDSP Controller $5,040
EDSP Backplane $700 $172,651 40% $103,591
--------
A-1
2.1.1.1 Xxxxxx E, F, & I
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
Engineering Freight and Installation
Frame ENG $4,680
DSP Shelf Install $9,600
MCTMI Cabinet Installation $9,600
Switch Frame Freight $504 $24,384 0% $24,384
----
Switch Subtotal $341,751
2.1.2 Cell Site Equipment
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
16CH OMNI/ICRM+/ATC Cell Site 10 $114,334 $1,143,340 45% $628,837
16CH Cell Site Power & Ground 10 $1,410 $14,100 45% $7,755
TRUIII/SCLPA Radios 10 $10,500 $105,000 50% $52,500
(DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios 20 $10,500 $210,000 50% $105,000
(ALCH, ALR PER SECTOR)
TRUIII/SCLPA Radios 10 $10,500 $105,000 50% $52,500
(TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios 120 $10,500 $1,260,000 50% $630,000
(ANALOG VCH RADIOS)
2.1.2.1 Cell sites E,F,& I
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
Cell Site Engineering 10 $630 $6,300 0% $6,300
Cell Site Frame Freight 20 $504 $10,080 0% $10,080
16CH OMNI Cell Site Installation 10 $9,600 $96,000 0% $96,000
Cell Site Cutover Support 65 $120 $7,800 0% $7,800
CELL SITE SUBTOTAL $1,596,772
TOTAL MD-1 SWITCH AND CELL SITE ADDITION $1,938,523
NEW MARKET DISCOUNT ($1,111,375)
NET TOTAL MD-1 $827,148
A-2
2.2 NEW YORK-3 SUPERNODE SWITCH AND CELL SITES
2.2.1 Switch Hardware
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
Supernode Core with BRISC 60 Processor $1,745,750 40% $1,047,450
Link Peripheral Processor (LPP) Cabinet equipped with (8) LIU7s and CDPD
LPP Cabinet $376,974
LIU7 $116,656
NIU $71,126
XLIU $45,008
EIU $33,576 $643,340 40% $386,004
----------
Enhanced Network Frame equipped to support peripherals $484,180 40% $290,508
MCTMI Cabinets equipped with (4) DTCs and (8) ICPs
MCTMI Cabinet $271,764
ICP Standard Packfill $1,284,000
ICP Digital Metro ES Option $1,204,000
DTC Packfill $818,112 $3,577,876 40% $2,146,726
----------
MEDP Configured to support (5) TDMA VCH's per Cell Site Sector
MEDP Cabinet $35,368
EDSP Cable Assembly $5,640
EDSP Shelf $60,000
EDSP Power Converter $18,618
MEDP Cooling Unit $6,300
EDSP Transcoder & CP $1,120,000
EDSP Controller $17,640
EDSP Backplane $2,450 $1,266,016 40% $759,610
----------
MPDC Cabinet $18,837 40% $11,302
MCAM3 Cabinet with EDRAM and CTM $130,424 40% $78,254
MCGM Cabinet with (1) DIO and (1) MTD $105,134 40% $63,080
Wired Cabinets configured as Youngstown Backup
MCAM3 Cabinet $38,576
MCTM Frame (wired) empty $498,234
MEDP Frame $106,104 $642,914 40% $385,748
----------
MAP Equipment, Switch Spares with Cabinet
MAP Equipment $32,215
MCSS Cabinet $26,140
Supernode Spares $533,048
BRISC 60 $52,500
96Meg Memory $99,456 $743,359 40% $446,015
----------
2.2.1.1 Xxxxxx E, F, & I
DESCRIPTION LIST PRICE DISC NET PRICE
------------ ---------- ---- ---------
Engineering, Freight and Installation
Supernode ENG $41,400
Switch Power Engineering $2,160
Switch Cable Rack ENG $2,160
Switch MDF/DSX/Draw ENG $2,160
Switch Frame Freight $14,616
Supernode Install $36,000
A-3
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
ENET $9,600
LPP Install $9,600
MPDC Install $2,400
MCAM3 Install $12,000
MCGM Install $6,000
MCTMI Cabinet Installation $122,400
MAP Install $4,800
MCSS Install $1,200
MEDP Install $28,800
Database Support $5,800
Install Supervision $14,400
Post Cut Support $48,000
Software ONP $25,000 $388,496 0% $388,496
----------
Switch Sub-Total $6,003,194
NEW MARKET DISCOUNT ($5,614,698)
2.2.2 Software
DESCRIPTION EXT PRICE DISC NET PRICE
----------- --------- ---- ---------
MTX Software Load based on $6 per SUB (25,000 SUBs) $150,000 0% $150,000
SOFTWARE SUBTOTAL $150,000
2.2.3 Cell Site Equipment
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
16CH OMNI/ICRM+/ATC Cell Site 15 $114,334 $1,715,010 45% $943,256
16CH Cell site Power & Ground 15 $1,410 $21,150 45% $11,633
24CH OMNI/ICRM+/ATC Cell Site 35 $150,305 $5,260,675 45% $2,893,371
24CH Cell Site Power & Ground 35 $2,315 $81,025 45% $44,564
32CH OMNI/ICRM+/ATC Cell Site 5 $170,527 $852,635 45% $468,949
32CH Cell Site Power & Ground 5 $2,315 $11,575 45% $6,366
40CH OMNI/ICRM+/ATC Cell Site 2 $206,995 $413,990 45% $227,695
40CH Cell Site Power & Ground 2 $3,220 $6,440 45% $3,542
40CH BI-SECT/ICRM+/ATC Cell Site 1 $236,341 $236,341 45% $129,988
40CH Cell Site Power & Ground 1 $3,220 $3,220 45% $1,771
72CH SECT 120/ICRM+/ATC Cell Site 1 $405,300 $405,300 45% $222,915
72CH Cell Site Power & Ground 1 $5,030 $5,030 45% $2,767
TRUIII/SCLPA Radios 62 $10,500 $651,000 50% $325,500
(DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios 124 $10,500 $1,302,000 50% $651,000
(ACCH, ALR PER SECTOR)
TRUIII/SCLPA Radios 62 $10,500 $651,000 50% $325,500
(TDMA, VCH RADIO PER SECTOR)
TRUII/SCLPA Radios 936 $10,500 $9,828,000 50% $4,914,000
(ANALOG VCH RADIOS)
A-4
2.2.3.1 Cell Sites E, F, & I
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- -----------
Cell Site Engineering 59 $630 $37,170 0% $37,170
Cell Site Frame Freight 168 $504 $84,672 0% $84,672
16CH OMNI Cell Site Installation 15 $9,600 $144,000 0% $144,000
24/32CH OMNI Cell Site Installation 40 $14,400 $576,000 0% $576,000
40/48CH OMNI Cell Site Installation 2 $19,200 $38,400 0% $38,400
40CH BI-SECT Cell Site Installation 1 $24,000 $24,000 0% $24,000
72CH SECT Cell Site Installation 1 $38,400 $38,400 0% $38,400
Cell Site Cutover Support 1000 hours $120/hr. $20,000 0% $120,000
CELL SITE SUBTOTAL $12,235,457
SUBTOTAL $12,773,353
NEW MARKET DISCOUNT ($4,891,739)
EXISTING EQUIPMENT CREDIT ($1,475,000)
NET TOTAL NY-3 $6,407,214
2.3 PENNSYLVANIA RSA-2 CELL SITE ADDITION
2.3.1 Switch Hardware
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
(1) Digital Metro ICP Packfill $311,000 40% $186,600
TDMA Hardware required to support (5) TDMA VCHs per Cell Site Sector
EDSP Cable Assembly $705
EDSP Shelf $20,000
Power Converter $6,206
EDSP Transcoder CP $140,000
EDSP Controller $2,520
EDSP Backplane $350 $169,781 40% $101,869
--------
2.3.1.1 Xxxxxx E, F, & I
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
Engineering Freight and Installation $24,384 0% $24,384
SWITCH SUBTOTAL $312,853
2.3.2 Cell Site Equipment
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- ---------- ---- ---------
16CH OMNI/ICRM+/ATC Cell Site 10 $114,334 $1,143,340 45% $628,837
16CH Cell Site Power & Ground 10 $1,410 $14,100 45% $7,755
TRUIII/SCLPA Radios 10 $10,500 $105,000 50% $52,500
(DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios 20 $10,500 $210,000 50% $105,000
(ACCH, ALR PER SECTOR)
A-5
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- ---------- ---- ---------
TRUIII/SCLPA Radios 10 $10,500 $105,000 50% $52,500
(TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios 120 $10,500 $1,260,000 50% $630,000
2.3.2.1 Cell Sites E, F, & I
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
Cell Site Engineering 10 $630 $6,300 0% $6,300
Cell Site Frame Freight 20 $504 $10,080 0% $10,080
16CH OMNI Cell Site Installation 10 $9,600 $96,000 0% $96,000
Cell Site Cutover Support 65 $120 $7,800 0% $7,800
CELL SITE SUBTOTAL $1,596,772
TOTAL PA-2 SWITCH AND CELL SITE ADDITION $1,909,525
NEW MARKET DISCOUNT ($1,111,375)
NET TOTAL PA-2 $798,250
2.4 SYGNET 1999 EXPANSIONS
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
ENET and XLIU LPP Expansion
SNSE Core $0
Crosspoint $36,000
DS-512 PB $56,000
XLIU $45,008 $137,008 40% $82,205
---------
(2) MCTMI Cabinets equipped with (3) digital Metro ES ICPs
MCTMI Cabinet $90,588
ICP Standard Packfill $481,500
ICP Digital Metro ES Option $451,500
DTC Packfill $0 $1,023,588 40% $614,153
---------
TDMA Hardware required to support (5) TDMA VCHs per Cell Site Sector
MEDP Cabinet $35,368
Cooling unit $6,300
EDSP Cable Assembly $2,115
EDSP Shelf $20,000
Power Converter $6,206
EDSP Transcoder CP $420,000
EDSP Controller $5,040
EDSP Backplane $700 $495,729 40% $297,437
---------
MCAM3 Cabinet $38,576 40% $23,146
A-6
2.4.1.1 Xxxxxx E, F, & I
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
Engineering Freight and Installation $55,152 0% $55,152
SWITCH SUBTOTAL $1,072,093
2.4.2 Software
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
MTX Data Server 3.0 Software Fees $136,500 n/a $136,500
SOFTWARE SUBTOTAL $136,500
2.4.3 Cell Site Equipment
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- ---------- ---- ---------
16CH OMNI/ICRM+/ATC Cell Site 15 $114,334 $1,715,010 45% $943,256
16CH Cell Site Power & Ground 15 $1,410 $21,150 45% $11,633
TRUIII/SCLPA Radios 15 $10,500 $157,500 50% $78,750
(DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios 30 $10,500 $315,000 50% $157,500
(ACCH, ALR PER SECTOR)
TRUIII/SCLPA Radios 15 $10,500 $157,500 50% $78,750
(TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios 180 $10,500 $1,890,000 50% $945,000
(ANALOG VCH RADIOS)
2.4.4 Cell Site E, F, & I
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
Cell Site Engineering 15 $630 $9,450 0% $9,450
Cell Site Frame Freight 30 $504 $15,120 0% $15,120
16CH OMNI Cell Site Installation 15 $9,600 $144,000 0% $144,000
Cell Site Cutover Support 70 $120 $8,400 0% $8,400
CELL SITE SUBTOTAL $2,391,858
TOTAL SYGNET EXPANSION $3,600,451
EXECUTIVE DISCOUNT ($2,222,750)
NET TOTAL SYGNET $1,377,701
A-7
2.5 REVISED OHIO-2 NEW SWITCH AND CELL SITES
2.5.1 Switch Hardware
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
SNSE Core equipped with BRISC 60, ENET, (4) LIU7s
SNSE Core $913,197
BRISC 60 $116,958
96Meg Memory $596,736
LIU7 $58,328 $1,685,219 40% $1,011,131
----------
MCTMI Cabinets equipped with (1) DTC and (2) ICPs
MCTMI Cabinet $90,588
ICP Standard Packfill $321,000
ICP Digital Metro ES Option $301,000
DTC Packfill $204,528 $917,116 40% $550,270
----------
TDMA Equipment - MEDP Configured to support (5) TDMA VCHs per
Cell Site Sector
MEDP Cabinet $35,368
EDSP Cable Assembly $1,410
EDSP Transcoder CP $280,000
EDSP Controller $2,520
EDSP Backplane $350 $319,648 40% $191,789
----------
MCAM3 Cabinet with EDRAM and CTM $130,424 40% $78,254
MCGM Cabinet with (1) DIO and (1) MID $92,534 40% $55,520
MAP Equipment, Switch Spares with Cabinet $797,583 40% $478,550
2.5.1.1 Switch E, F,& I
DESCRIPTION LIST PRICE DISC NET PRICE
----------- ---------- ---- ---------
Engineering, Freight and Installation $209,168 0% $209,168
SWITCH SUBTOTAL $2,574,682
NEW MARKET DISCOUNT ($2,365,514)
2.5.2 Cell Site Equipment
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
16CH OMNI/ICRM+/ATC Cell Site 9 $114,334 $1,029,006 45% $565,953
16CH Cell Site Power & Ground 9 $1,410 $12,690 45% $6,980
24CH OMNI/ICRM+/ATC Cell Site 2 $150,305 $300,610 45% $165,336
24CH Cell Site Power & Ground 2 $2,315 $4,630 45% $2,547
64CH SECT 120/ICRM+/ATC Cell Site 2 $346,150 $692,300 45% $380,765
64CH Cell Site Power & Ground 2 $4,125 $8,250 45% $4,538
TRUIII/SCLPA Radios 17 $10,500 $178,500 50% $89,250
(DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios 34 $10,500 $357,000 50% $178,500
(ACCH, ALR PER SECTOR)
TRUIII/SCLPA Radios 17 $10,500 $178,500 50% $89,250
(TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios 180 $10,500 $1,890,000 50% $945,000
(ANALOG VCH RADIOS)
A-8
2.5.2.1 Cell Sites E, F, & I
DESCRIPTION QTY LIST PRICE EXT PRICE DISC NET PRICE
----------- --- ---------- --------- ---- ---------
Cell Site Engineering 13 $630 $8,190 0% $8,190
Cell Site Frame Freight 34 $504 $17,136 0% $17,136
16CH OMNI Cell Site Installation 9 $9,600 $86,400 0% $86,400
24CH OMNI Cell Site Installation 2 $14,400 $28,800 0% $28,800
64CH SECT Cell Site Installation 2 $31,200 $62,400 0% $62,400
CELL SITE SUBTOTAL $2,631,043
TOTAL OHIO-2 SWITCH AND CELL SITES $2,840,212
NEW MARKET DISCOUNT ($1,034,486)
NET TOTAL OHIO-2 $1,805,726
----------
A-9
AMENDMENT NO. 4
TO
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTHERN TELECOM INC.
Made effective as of the 5th day of January 1999, by and between Xxxxxx
Communications Corporation (hereinafter reference to as "Buyer"), an Oklahoma
corporation with offices at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxx Xxxx, Xxxxxxxx 00000 and Northern Telecom Inc. (hereinafter referred
to as "Seller"), a Delaware corporation, with offices at 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxx 00000-0000.
WHEREAS, Xxxxx and Seller entered into a Supply Agreement dated as of December
6, 1995, as amended (the "Agreement"); and,
WHEREAS, Buyer and Seller now wish to amend the Agreement, as amended, to,
among other things, allow for the purchase by Buyer of CDMA Equipment and to
allow for a firm commitment by Buyer to purchase certain CDMA Equipment as
further described herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Xxxxx and Seller agree to amend the Agreement as follows:
1. Amend Article 1 (DEFINITIONS) as follows, adjusting the numbering
sequence in Article 1 accordingly:
(a) Add the words "including BTS Equipment, as applicable," after the
words "Seller radios and equipment" to the existing Section 1.2 ("Cell
Site" definition).
(b) Add new Section 1.2 as follows:
"1.2 "BASE STATION CONTROLLER ("BSC")' shall mean Seller engineered
CDMA Equipment providing radio channel management between the
Switch and the BTS. The BSC includes the Base Station Manager
("BSM"). For the purposes of this Agreement, the BSC shall be
considered Switch-related Equipment, unless otherwise noted."
1
(c) Add new Section 1.3 as follows:
"1.3 'BASE TRANSCEIVER STATION ('BTS')' shall mean Seller engineered
CDMA Equipment, controlled by the BSC, providing the radio
link with mobile subscribers."
(d) Add new Section 1.5 as follows:
"1.5 'CODE DIVISION MULTIPLE ACCESS ('CDMA')' shall mean CDMA-based
telecommunication services provided by the System, operational
in the 800 MHz band."
(e) Replace the existing Section 1.7 ("Hardware") with the following:
"1.10 'HARDWARE' shall mean any of the 800 MHz AMPS/TDMA/CDMA or
1900 MHz TDMA Nortel manufactured hardware components, as
applicable, as may comprise a System, an Expansion, a Cell
Site, or Merchandise."
(f) Add new Section 1.15 as follows:
"1.15 'NBSS' shall mean network base station subsystem Equipment
comprised of at least one BSC and one or more BTSs."
(g) Replace the existing Section 1.17 ("Software") with the following:
"1.21 'SOFTWARE' shall mean any of the 800 MHz AMPS/TDMA/CDMA or 1900
MHz TDMA proprietary and/or third party software computer
programs provided hereunder, as applicable, (consisting of
firmware and logic instructions in machine-readable code
residing in, or intended to be loaded in System memories which
provide basic logic, operating instructions and user-related
application instructions, but excluding customer data) as well
as associated documentation used to describe, maintain and use
the programs which are integral to any Hardware furnished to
Buyer. Any reference herein to Equipment or Software being
"sold," "purchased" or the like is understood to be a
reference in fact to the program being licensed."
(h) Add new Section 1.22 as follows:
"1.22 'SOFTWARE RELEASE' shall mean (a), the base operating Software
for each of the Switch and NBSS Equipment, together with
certain standard incremental subscriber and/or carrier
software features included at Seller's sole discretion, such
base operating Software and standard subscriber and/or carrier
features together forming a universal load ("Universal Load"),
as well as (b), in addition to the
2
Universal Load, certain features that may be activated at
Buyer's option ("Optional Features"), including by way of
example and not by limitation. Software features associated
with an Adjunct Platform, which may include Value-added
Software, as described in Annex 9 hereof."
(i) Add new Section 1.23 as follows:
"1.23 "Software Upgrade" shall mean an upgrade to Buyer's
then-existing Software Release that may download certain
Software fixes and/or enhancements as well as unlicensed
Optional Features from a more current Software Release onto
Buyer's Switch and/or NBSS Equipment.
(j) Add the words "including statements in the NTPs as to conformance
with specific Standards." to the end of the first sentence of the
existing Section 1.17 ("Specifications").
(k) Add new section 1.25 as follows:
"1.25 "Standards shall mean interim and/or final version(s) of
technical specifications derived by an ANSI accredited
standards organization, governing the operational and/or
interface standards for CDMA Equipment."
2. Amend the existing Section 5.3 (PAYMENT) as follows:
Add the words "Annual Software Fees described in Article 5 of Annex 1A,"
after the words "...such items as described in Section 5.4." in the first
sentence.
3. Amend Article 6 (DELIVERY, RISK OF LOSS, TITLE) by adding the following to
the end of Section 6.1:
"Buyer shall be responsible for the coordination of all BTS delivery
arrangements and freight and handling charges from Xxxxx's designated
delivery location to the Installation Site(s)."
4. Amend Sections 2.2, 2.3 and 2.4 of Annex 2 by replacing the three (3)
references to "Switch Installation" with the words "Switch or BSC
Installation."
5. Amend Section 2.4 of Annex 2 by replacing the words "Switch Installation
Site" with the words "Installation Site" in the first sentence.
3
6. Amend Subsection 2.10.2 of Annex 2 as follows:
(a) Entitle the existing paragraph "Switch", and
(b) Add a new paragraph as follows:
"BTS
T1 connection in the BTS."
7. Amend Section 2.10.3 of Annex 2 as follows:
(a) Entitle the existing paragraph "Switch", and
(b) Add a new paragraph as follows:
"BTS
DC Breaker in the BTS."
8. Amend Subsection 2.10.4 of Annex 2 as follows:
(a) Entitle the existing paragraph "Switch", and
(b) Add a new paragraph as follows:
"BTS
Alarm connections in the BTS."
9. Amend Article 17 (CHANGES) by deleting the opening paragraph of Section
17.5 in its entirety and replacing it with the following:
"Subject to Section 24.1 herein, for purchases during the Initial Term.
Xxxxx understands and agrees that the execution of this Agreement
constitutes a firm, non-cancelable Purchase Order for the Initial Purchase
set forth in Section 1.0 of Annex 1 and the training courses set forth in
Section 4.0 of Annex 1.
For purchases during the Extended Term, Xxxxx understands and agrees as
follows:
(a) that the execution of this Agreement constitutes a firm, non-
cancelable Purchase Order for the initial purchase of Equipment
and training for the Extended Term ('Extended Term Initial Purchase'),
as set forth in Section 1.0 of Annex 1A hereof;
(b) that the execution of this Agreement constitutes a firm, non-
cancelable Purchase Order for the purchase of the Extended Term
Additional Equipment set forth in Section 2.0 of Annex 1A hereof
('Extended Term Additional
4
Purchase,); provided, such non-cancelable Purchase Order for the
Extended Term Additional Equipment for the New York-3 market,
Pennsylvania-2 market and Sygnet 1999 Expansions set forth in Sections
2.2, 2.3 and 2.4 shall be subject to Buyer's merging with Sygnet
Communications, Inc. during the Extended Term. Buyer shall give Seller
written notice of such merger at such time as it is completed; and
(c) that the execution of this Agreement constitutes a firm, non-
cancelable Purchase Order for the purchase of the CDMA Equipment
and Services ("CDMA Equipment Purchase") set forth in Section 6.0 of
Annex 1A hereof and Buyer further agrees to accept delivery of such
Equipment and Services no later than June 1, 1999.
For Purchase Orders for Equipment other than the Initial Purchase, Extended
Term Initial Purchase, Extended Term Additional Purchase, and the CDMA
Equipment Purchase, upon written notification to Seller, Buyer may elect to
cancel such Purchase Orders prior to shipment of Equipment in accordance
with the following:"
10. Amend Annex 1A (Schedule A to Amendment No. 2, as amended in Amendment No.
3)(EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as follows:
(a) Replace the existing language in the third introductory paragraph with
the following:
During the Extended Term, for 800 MHz AMPS/TDMA/CDMA and 1900 MHz TDMA
Equipment available to Seller's customers as of the Extended Effective
Date other than the Equipment included in the Extended Term Initial
Purchase ("Extended Term Additional Equipment"), Prices shall be at
Seller's then-current List Prices for DMS-MTX products less the
applicable discounts set out in Section 3.2 of this Annex.
(b) Add a new Section 6.0 (CDMA EQUIPMENT PURCHASE), as set forth in
Schedule A, attached hereto and incorporated herein; and,
(c) Delete the existing Section 4.0 (SOFTWARE RELEASE LICENSE FEE) in its
entirety and replace it with the following:
"4.0 SOFTWARE RELEASE LICENSE FEE
4.1 During the Extended Term, Buyer shall pay Seller the following
Software Release License fees for each Switch in service as of
the Extended Effective Date or purchased thereafter by Buyer
under this Agreement (including the Extended Term Initial
Purchase, the Extended Term Additional Purchase, and the CDMA
Equipment Purchase):
5
(a) based on the audit described in Subsection 4.1.2
below, or the determination of the number of
AMPS/TDMA subscribers at Turnover as described in
Subsection 4.1.3 below, as applicable, a Software
license fee per Switch each calendar year during the
Extended Term equal to the product of $6.00 times
the number of AMPS/TDMA subscribers on such
applicable Switch at the time of such audit or
Turnover, as applicable ("AMPS/TDMA Software License
Fee");
(b) License fees for CDMA Software necessary to support
the Switch and NBSS Hardware set forth in Sections
6.1, 6.2, and 6.3 of Annex 1A, are included in the
CDMA Equipment Price. If Buyer wishes to (i) add
units of CDMA Software to support additional
capacity for Buyer's then-current Base Load beyond
the equipped for capacity as initially configured in
Sections 6.1, 6.2, and 6.3 of Annex 1A ("CDMA
Software Units"); (ii) license CDMA Software
Upgrades; or (iii) incrementally license CDMA
Optional Features that Seller may offer from time to
time. Buyer shall pay Seller the then-current List
Price (less any applicable discounts), as described
in Section 4.3 of this Annex 1A; and
(c) a Software application fee of $25,000 ("Software
Application Fee") per Switch per calendar year.
(cumulatively, the "Annual Software Fee"); provided,
subject to Subsection 4.1.1 below, in no event shall
such Annual Software Fee be less than $50,000 for
each applicable Switch during the Extended Term.
Subject to Subsection 4.1.3 below, Seller shall
invoice Buyer for the applicable Annual Software Fee
upon completion of the audit described in Subsection
4.1.2 below and Buyer shall pay 100% of the
applicable invoice within thirty (30) days of the
date of such invoice.
4.1.1 For the Switch in Buyer's Maryland 2 market only, no such
$50,000 minimum Annual Software Fee shall apply in the
event such audit indicates that no subscriber database is
datafilled on such Switch: provided, Buyer shall pay the
Software Application Fee ($25,000) for such Switch.
4.1.2 Except for the instances described in Subsection 4.1.3
hereinbelow, commencing in 1998, at the beginning of each
calendar year during the Term, but not later than January
31st of each such calendar year, Seller shall audit each
applicable Switch under this Agreement (i.e.,
6
Buyer's Switches in its Cheyenne, Kansas, Maryland 2 and
Maryland 3 markets) and any new Switch purchased by Buyer
under this Agreement for any other market(s) ("New Market
Switch") to determine the number of AMPS/TDMA subscribers
per Switch for purposes of calculating the applicable
Annual Software Fee for the calendar year during which the
audit is conducted. Buyer hereby gives Seller the right at
its discretion to conduct such audit remotely or visually
on-site.
4.1.3 In the event Turnover of a New Market Switch occurs after
January 31st of any calendar year during the Term
(including 1997), upon Turnover of such New Market Switch,
Seller may invoice Buyer for the $25,000 Software
Application Fee and the applicable initial AMPS/TDMA
Software License Fee based on the number of AMPS/TDMA
subscribers on such New Market Switch as of the date of
Turnover of such Switch, such initial AMPS/TDMA Software
License Fee being prorated for the remainder of the
calendar year in which such New Market Switch is installed.
Buyer shall pay 100% of the applicable invoice within
thirty (30) days of the date of such invoice.
4.2 Buyer shall be provided with one (1) DMS-MTX standard,
commercially available Software release per Switch, as
offered by Seller to its customers for 800 MHz
AMPS/TDMA/CDMA Equipment application during the applicable
calendar year. Buyer may license additional AMPS/TDMA/CDMA
Software releases for each such Switch in a given Extended
Term calendar year (in addition to the AMPS/TDMA/CDMA
Software release included in the Annual Software Fee) by
paying Seller the $25,000 Software Application Fee. Upon
payment of the appropriate fees, all AMPS/TDMA/CDMA
Software releases licensed by Buyer hereunder shall include
all AMPS/TDMA/CDMA Software, whether base or optional
features, contained in the standard, commercially available
DMS-MTX Software ("DMS-MTX Core AMPS/TDMA/CDMA Software").
Such DMS-MTX AMPS/TDMA/CDMA Core Software shall not include
Software operating on an Adjunct Platform or Open A
interface.
In all cases the Annual Software Fee is exclusive of any
hardware/firmware required to operate the Software, but
includes TAS services as described in this Agreement.
4.3 Add-On 800 MHz CDMA Software Pricing
4.3.1 Upon payment of the appropriate fees, Buyer may license
CDMA Software Upgrades for the Switch and/or NBSS
Equipment. For each such Switch and NBSS Equipment, such
CDMA Software Upgrades
7
shall be measured, calculated and charged based on the number
of then-current effective voice channels ("EVCs") on Buyer's
System as determined by the count on Buyer's Selector Bank
Subsystem ("SBS") at the time of implementation. (Each T1
span between the Switch and the BSC shall represent twenty
four [24] EVCs.) Such CDMA Software Upgrade license fees do
not include any additional CDMA Software Units, CDMA
Optional Features, Software operating on an Adjunct
Platform, Open A interface, any additional Hardware which
may be required, or the ONP fee as defined in Subsection
4.3.4 below. License fees are as follows:
Switch Software Upgrade License Fee Then-Current List Price x EVCs
NBSS Software Upgrade License Fee Then-Current List Price x EVCs
4.3.2 Additional CDMA Software Units
Upon payment of the appropriate fees, Buyer may add CDMA
Software Units to support required additional voice channel
(traffic) or other required capacity for Switches and/or NBSS
Equipment. All such CDMA Software Units shall be measured,
calculated and charged on the basis of the EVCs as registered
in the SBS on Buyer's System at the time of implementation,
as follows:
NBSS Software Units License Fee Then-Current List Price x EVCs
(on the basis of one EVC per
active voice port)
Switch Software Units License Fee Then-Current List Price x T1 spans
(one T1 span equals 24 EVCs)
The CDMA Software Units license fees do not include any CDMA
Software Upgrades. Optional Features, Software operating on
an Adjunct Platform, Open A interface, any additional
Hardware which may be required, or the ONP fee as defined in
Subsection 4.3.4 below.
4.3.3 CDMA Software Optional Features
CDMA Software Optional Features license fees may be
calculated on the basis of measurable units as described in
Section 10 of the Agreement, some of which features may be
licensed in increments. Upon payment of the applicable
license fees, Seller shall activate the applicable CDMA
Software, including relevant Optional Features in Buyer's
System.
8
Switch Optional Features Then-Current List Price x
(Applicable Measurable Unit)
NBSS Optional Features Then-Current List Price x
(Applicable Measurable Unit)
4.3.4 NBSS Software Application Fee
The implementation of an NBSS Software Upgrade onto Buyer's
BSC(s) and/or BTS(s) shall be at Seller's then-current List
Price. No discount shall be applicable to such Service fee.
4.4 Upon payment of the appropriate fees, the term of the
Software license granted in Section 10 of the Agreement shall
run concurrent with the Term of the Agreement, provided the
license has not otherwise been terminated for breach by
Buyer. At Buyer's election, upon the expiration or
termination of the Agreement, provided that Buyer has paid
all Annual Software Fees and has not breached its obligations
under Section 10 or Annex 6. Buyer may obtain a perpetual
license to use the then-current Software Release at a fee to
be mutually agreed to by Xxxxx and Seller."
(d) Replace the existing Subsection 5.2.1, as amended, with the following:
"5.2.1 Following Buyer's purchase and Seller's delivery of the
Extended Term Additional Purchase set forth in Section 2.0 of
Annex 1A and the CDMA Equipment Purchase set forth in Section
6.0 of Annex 1A, the following discounts and firm, fixed
Prices shall replace the discounts set forth in Section 5.2
above:
(a) The following new discounts shall apply:
Discount Off
Seller's Then-Current
Description List Price(s)
----------- -------------
Switch Hardware 50%
Cell Site Hardware (exclusive of radios/amplifiers) 50%
BSC/BTS 40%
CDMA Software 40%
(b) Buyer may purchase TRU-III/SCLPA(s) or TRU-II/SCLPA(s) for the
net Price per radio/amplifier unit (i.e., Price per
radio/amplifier unit inclusive of discounts, but exclusive of
sales tax) of $4,7500."
The exclusions described in Section 5-2, sub-parts (i), (ii) and (iii)
above shall continue to apply."
9
11. Xxxxx Xxxxx 2 as follows:
(a) Add a new Section 2.15 as follows:
"2.15 For CDMA System purchases, provide on-site technical support
for the BSC/BTS Equipment consisting of two technicians, for
a period of six (6) consecutive weeks following commencement
of (i) the launch of the System into revenue producing
service, or (ii) a "friendly user" trial, whichever occurs
first. Such support shall not exceed fifty (50) hours per
week per technician, Monday through Friday, excluding
Seller's holidays. Any additional support shall be at
additional expense to Buyer."
(b) Renumber the existing Section "2.15" to "2.16"
(c) Add a new Section 2.17 as follows:
"2.17 Delivery and Installation Assumptions
Seller shall transport Switch and/or BSC Equipment by truck
or van to the Installation Site. Delivery requiring special
lifting devices or vehicles to facilitate delivery will be at
additional charge to Buyer.
Seller shall transport BTSs to Buyer's designated warehouse
by truck or van. Buyer shall be responsible for all costs
associated with the transportation of BTSs from Buyer's
designated delivery location to the Installation Site."
(d) Add a new Section 3.6 as follows:
"3.6 Provide and schedule all transportation activities
associated with delivery of BTS Equipment from Buyer's
warehouse or staging area to the Installation Site."
(e) Renumber the remaining sections of Annex 2 accordingly.
(f) Replace the existing Section 4.0 with the following:
"Switch/Cell Site Environmental Requirements (800 MHz AMPS/TDMA
only).
12. Except as specifically modified by Amendments 1 through 3 and this
Amendment No. 4, the Agreement in all other respects shall continue in
full force and effect.
10
IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to be signed
by their duly authorized representatives effective as of the date first set
forth above.
XXXXXX COMMUNICATIONS NORTHERN TELECOM INC.
CORPORATION
By: /s/ X. Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- -------------------------------
Name: X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxx
------------------------------ -----------------------------
(Type/Print) (Type/Print)
Title: President & COO Title: VP & GM, Wireless Networks
----------------------------- ----------------------------
Date: 12/22/98 Date: 1-5-99
------------------------------ -----------------------------
11
SCHEDULE A
TO AMENDMENT NO. 4 TO
THE 12/20/95 SUPPLY AGREEMENT BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND NORTHERN TELECOM INC.
ADDING NEW ARTICLE 6 TO ANNEX 1A
6.0 800 MHz CDMA EQUIPMENT PURCHASE
6.1 SWITCH HARDWARE
Description PEC QTY List Price Ext Price Disc NET Price
----------- --- --- ---------- --------- ---- ---------
LPP Cabinet MA2080NU 1 $376,974 $376,974 50% $188,487
CDMA Interface Unit MA2086NU 2 $18,600 $37,200 50% $18,600
CDMA Application Unit MA2085NU 2 $17,500 $35,000 50% $17,500
DTC Packfill MA3000PF 1 $204,528 $204,528 50% $102,264
Switch Hardware E. F. & L.
--------------------------
Switch Engineering SE4020NU 1 $4,680 $4,680 0% $4,680
Switch Frame Freight MF2000NU 1 $504 $504 0% $504
LPP Cabinet Installation MI2080NU 1 $9,600 $9,600 0% $9,600
Switch Hardware Sub-Total $341,635
6.2 BASE STATION CONTROLLER (BSC) HARDWARE
Description PEC QTY List Price Ext Price Disc NET Price
----------- --- --- ---------- --------- ---- ---------
96 VCH TI BSC BSC96TIA 1 $340,000 $340,000 40% $204,000
BSC Software SWBSCA 95 $1,500 $142,500 40% $85,500
BSC Spares BSP0TIIA 1 $300,000 $300,000 40% $180,000
Base Station Controller (BSC) Hardware E. F. & L.
-------------------------------------------------
CDMA Network Engineering NWDSGOI 1 $34,320 $34,320 0% $34,320
BSC E. F.& L. MT2700NU 1 $64,525 $64,525 0% $64,525
BSC Sub-Total $568,345
6.3 800 MHz BASE TRANSCEIVER STATION (BTS) HARDWARE
Description PEC QTY List Price Ext Price Disc NET Price
----------- --- --- ---------- --------- ---- ---------
800MHz OMNI BTS BTS0811A 7 $110,000 $770,000 40% $462,000
800MHz Sector Kit SCSA801A 7 $42,000 $294,000 40% $176,400
Channel Card Kit NTGB62AA 7 $18,000 $126,000 40% $75,600
BTS Software SWBTSA 95 $1,000 $95,000 40% $57,000
BTS Spares Kit SSPA811A 1 $120,000 $120,000 40% $72,000
A-1
Description PEC QTY List Price Ext Price Disc NET Price
----------- --- --- ---------- --------- ---- ---------
Base Transceiver Station (BTS) Hardware E. F. & L.
--------------------------------------------------
CDMA Post Cut Support CI0800NU 1 $49,500 $49,500 0% $49,500
800MHz BTS E. F. & L. CT0800NU 7 $16,309 $114,163 0% $114,163
BTS Sub-Total $1,006,663
CDMA System Sub-Total $1,916,643
EXECUTIVE EQUIPMENT DISCOUNT ($684,500)
-------------
FINAL CDMA EQUIPMENT PURCHASE $1,232,143
-------------
-------------
A-2
Exhibit 10.6
AMENDMENT NO. 5
TO
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTEL NETWORKS INC.
Made as of this 3rd day of November 1999 ("Effective Date No. 5"), by and
between Xxxxxx Communications Corporation, an Oklahoma corporation with
offices at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (hereinafter referred to as "Buyer") and Nortel Networks Inc.
(successor in interest to Northern Telecom Inc.), a Delaware corporation with
offices at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxx 00000 (hereinafter
referred to as "Nortel" or "Seller").
WHEREAS, Xxxxx and Seller entered into a Supply Agreement dated as of
December 6, 1995, as amended (the "Agreement"); and
WHEREAS, Buyer and Seller now wish to amend the Agreement to include,
among other things, an extended Term, an increased commitment to purchase by
Buyer and new discounts applicable to future Equipment purchases, all as
further described herein:
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Xxxxx and Seller agree to amend the Agreement as follows:
1. Unless otherwise defined, capitalized terms herein shall have the same
meaning as in the Agreement.
2. Amend Article 1, Section 1.21 "EXTENDED TERM" (as amended by
Amendment No. 3) by deleting the words "ending four (4) years and
five (5) months thereafter" and replacing them with "ending December 31,
2002."
3. Amend Article 4 "PRICE" (as amended by Amendment No. 3) by deleting
the last sentence of Section 4.1 in its entirety and replacing it with
the following:
"Buyer understands that it has a firm obligation to purchase/license
no less than $120 million net Price (i.e., Price inclusive of applicable
discounts, but exclusive
of sales tax) of Equipment and/or Software from Seller during the
Extended Term ('Commitment')."
4. Amend Article 7 "WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES
AND REMEDIES AND DISCLAIMERS OF WARRANTIES AND LIABILITY" by adding a
new Section 7.6 as follows:
"7.6 Beginning upon Effective Date No. 5 through December 31, 2002,
Seller shall provide its remote TAS services to Buyer at no charge in
accordance with Section 7.3.1 and Sections 1 through 4 of Annex 5."
5. Amend Annex 1A "EXTENDED TERM EQUIPMENT AND SERVICES PRICING"
(Schedule A to Amendment No. 2, as amended in Amendment No. 4) as
follows:
(a) By deleting the word ($6.00) and replacing it with ($5.00) in
Section 4.1(a); and,
(b) By deleting Section 5.2.1 in its entirety and replacing it with
the following:
"5.2.1 Following Buyer's purchase and effective on the date of
final payment to Seller of the total Price for the Extended
Term Additional Purchase set forth in Section 2.0 of Annex
1A and the CDMA Equipment Purchase set forth in Section 6.0
of Annex 1A, the following discounts and firm, fixed Prices
shall replace the discounts and firm, fixed Prices set
forth in Section 5.2 above:
(a) The following new discounts shall apply:
Description Discount off Seller's then-current List Price
----------- ---------------------------------------------
Switch/TDMA Hardware 56%
Cell Site Hardware 55%
(exclusive of radios/amplifiers)
BSC/BTS 40%
CDMA Software 40%
(b) Buyer may purchase TRU-III/SCLPA(s) or
TRU-II/SLPA(s) for the net Price per radio/amplifier
unit (i.e., Price per radio/amplifier unit inclusive
of discounts, but exclusive of sales tax) of $3,990.
With the exception of Purchase Orders for the Extended
Term Additional Purchase and the CDMA Equipment Purchase,
and conditioned upon the completion of payment of the
Extended Term Additional Purchase and the CDMA Equipment
Purchase, the
-2-
discounts set forth in (a) and (b) above shall be
retroactive to all Purchase Orders received by Seller after
September 1, 1999 ("Applicable Purchase Orders"). For
Applicable Purchase Orders received by Seller between
September 1, 1999 and Effective Date No. 5, Seller shall
provide product credits to Buyer equal to the difference
between the Prices set forth in such Applicable Purchase
Orders and the Prices at the new discount levels. Buyer
may apply product credits towards purchases of additional
Equipment hereunder. Any unused product credits will be
forfeited upon the termination or expiration of this
Agreement.
(c) The exclusions described in Section 5.2 (as
previously amended in Amendments No. 3 and 4),
sub-parts (i), (ii) and (iii) above shall continue to
apply; and
(d) Add a new Section 7.0 (Additional Incentives), as
set forth in Schedule A, attached and incorporated
herein.
6. Add a new Annex 8B (EXTENDED TERM RF OPTIMIZATION SERVICES STATEMENT
OF WORK) as set forth in Schedule B, attached hereto and incorporated
herein.
7. Add the appropriate Annex listings for new Annex 8B to the Table of
Contents and Section 23 (ANNEXES) respectively.
8. Except as specifically modified by this Amendment No. 5, the
Agreement in all other respects shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to be
signed by their duly authorized representatives effective as of the date
first set forth above.
XXXXXX COMMUNICATIONS INC. NORTEL NETWORKS INC.
By: By:
---------------------------- ----------------------------------
------------------------------- ----------------------------------
Type or Print Name Type or Print Name
Title: Title:
------------------------- -------------------------------
Date: Date:
-------------------------- --------------------------------
-3-
AMENDMENT NO. 6
TO
SUPPLY AGREEMENT
BETWEEN
XXXXXX COMMUNICATIONS CORPORATION
AND
NORTEL NETWORKS INC.,
(f/k/a NORTHERN TELECOM INC.)
This amendment is made effective as of the date last signed ("Effective Date
No. 6") by and between Xxxxxx Communications Corporation, an Oklahoma
corporation, with offices at 00000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxx Xxxx, Xxxxxxxx 00000 (hereinafter referred to as "Buyer") and
Nortel Networks Inc., (f/k/a "Northern Telecom Inc.") a Delaware corporation
with offices at 0000 Xxxxxxxx Xxxx., Xxxxxxxxxx, Xxxxx 00000 (hereinafter
referred to as "Seller").
WHEREAS, Xxxxx and Seller entered into a Supply Agreement as of December 6,
1995, as amended ("Agreement"); and,
WHEREAS, Xxxxx and Seller now wish to further amend the Agreement to include,
among other things, an increase in Buyer's purchase commitment, increased
discounts from Seller, assurance of Seller's presence in future
Seller-equipped markets and provide Seller with a last-bid opportunity, all
as further described herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Xxxxx and Seller agree to amend the Agreement as follows:
1. Replace all references to "Northern Telecom Inc." in the Agreement,
and its amendments, with "Nortel Networks Inc."
2. Increase the Buyer's purchase commitment by amending the last
sentence of Article 4 ("Price") (as amended in Section 3 of Amendment
No. 5), changing the dollar amount of "$120 million" to "two hundred
fifteen million dollars ($215,000,000), of which approximately
$78,000,000 has been purchased against the cumulative commitment prior
to this Amendment No. 6."
3. Amend Annex 1A "Extended Term Equipment and Services Pricing"
(Schedule A to Amendment No. 2, as last amended in Amendment No. 5), as
follows:
(a) by deleting the amount "$5.00" and replacing it with "$4.00" in
Section 4.1
(b) by deleting the amount "$3,990" and replacing it with "$3,325",
and adding the words "for either 800 MHz or 1900 MHz radios.", at
the end of the sentence.
4. Amend the subsections of Section 5.2 of Annex 1A, as follows:
(a) Add the following language to the beginning of Subsection 5.2.1:
"Subject to changes to Subsection 5.2.1(a), below,"
(b) Change the level of "Discount off Seller's then-current List
Price" of the following items in Subsection 5.2.1(a), as indicated
below, effective as of the effective date of this Amendment No. 6:
Description Discount off Seller's then-current List Price
----------- ---------------------------------------------
Switch/TDMA Hardware 65%
Cell Site Hardware
(exclusive of
radios/amplifiers) 65%
(Note: This discount level applies to either 800 MHz or 1900MHz Equipment.)
5. Add new Section 8.0 to Annex 1A, as follows:
"8.0 NORTEL NETWORKS EQUIPMENT IN NEWLY ACQUIRED MARKETS
In the event Buyer acquires markets in the future that contain
current MTX-Software based Seller's equipment, Xxxxx agrees that if it
replaces such equipment, it will do so with Nortel Networks' Equipment,
only"
6. Add new Section 9.0 to Annex 1A, as follows:
"9.0 LAST BID OPPORTUNITY
Subject to Section 9.1 below, and in the event Section 8.0 is not
applicable, in each and every case in which Buyer request Seller and
one or more other wireless infrastructure equipment vendors to provide
a bid or offer to sell with respect to Buyer's purchase of wireless
equipment, Buyer shall give Seller an opportunity to provide a last bid
or offer to sell such equipment after all other vendors have made their
bid(s) or offer(s) ("Last Bid"). Such Last Bid may be Seller's first
opportunity to bid or offer, or may be a bid or offer by Seller
subsequent to its first bid or offer.
At such time as no further bids or offers are being accepted by Buyer
from vendors other than Seller, Buyer shall notify Seller in writing,
with written receipt from Seller, that Seller may make its Last Bid.
Within twenty-four (24) hours after Seller's receipt of Last Bid notice
from Buyer, Seller shall either provide its Last Bid or provide Buyer
with written notice declining to make a Last Bid.
Should Seller fail to respond to Buyer within twenty-four (24) hours
after notice of Last Bid, Buyer may deem that Seller has declined to
offer such Last Bid.
9.1 Buyer shall not be required to solicit any bid or offer from
Seller for the sale of wireless infrastructure equipment, nor shall
Buyer be required to accept a Last Bid as the winning bid or offer."
7. Amend Article I, Section 1.21 "Extended Term", (as amended by Amendment
No. 5), by deleting the words "ending December 31, 2002", and replacing
them with "ending three (3) years from the effective date of this
Amendment No. 6."
8. Amend Article 2, Xxxxx, by adding the following Section 2.2:
"2.2 Buyer and Seller acknowledge and agree that Xxxxx's purchase
commitment may be fulfilled by purchases for the use of either
(i) Buyer, and its majority owned subsidiaries, as such are made
known to Seller in writing, with Buyer irrevocably accepting
responsibility for the performance of such subsidiaries, or
(ii) American Cellular Corporation ("ACC") and its majority owned
subsidiaries, as such are made known to Seller in writing, with
Xxxxx irrevocably accepting responsibility for the performance of
such subsidiaries, so long as Buyer or one of its majority owned
subsidiaries is the manager of ACC. In the event that Buyer, or
one of its such majority owned subsidiaries no longer is the
manager of ACC, and there remains an unfulfilled purchase
commitment under the Agreement, Buyer and Seller agree to assign
and allocate up to thirty three percent (33%) of the unfulfilled
commitment to ACC upon a new agreement between Seller and ACC
being entered into with substantially similar terms as then in
effect between Buyer and Seller, and upon ACC's written
acceptance of such assignment, to reduce Buyer's remaining
commitment by such assigned amount. A current listing of Buyer's
majority owned subsidiaries is provided at Attachment B, which
may be amended, as necessary, upon receipt of written
notification by Buyer."
9. Amend Article 2, Xxxxx, by adding the following Section 2.3:
"2.3A Purchase Order submitted by a subsidiary of Buyer, as listed
in Schedule B to this Amendment No. 6, pursuant to the terms and
conditions of this Agreement, and which Seller has accepted,
constitutes a Contract between the subsidiary ordering and
Seller. As used herein, "Contract" shall mean an agreement for
the supply of Equipment and/or Services between (i) any such
subsidiary of Buyer and (ii) Seller, which comes into effect by
the acceptance of a Purchase Order pursuant to the provisions of
this Agreement, and which Contract shall be governed solely by
the terms and conditions of this Agreement; and each reference
to "Buyer" in this Agreement shall for such Contract mean the
ordering subsidiary. Buyer absolutely, irrevocably and
unconditionally guarantees the performance of every Buyer
subsidiary issuing Purchase Orders and/or otherwise acting
under this Agreement and any Contract created thereby. Buyer
hereby expressly waives any other diligence, protest or notice
as well as any requirement that Seller exhaust any remedy or
right against such Buyer subsidiary."
10. Amend Annex 1A, "Extended Term Equipment and Services Pricing" of
Schedule A to Amendment No. 2, by adding the "Combined 1900 MHz and
800 MHz Pricing for OK-4 and OK-6 Markets" as Schedule A to this
Amendment No. 6.
11. Amend Schedule A to Amendment No. 5, Section 7.3, "Co-operative
Marketing Funds" as follows:
Delete Section 7.3 in its entirety and replace it with:
"7.3 CO-OPERATIVE MARKING FUNDS
7.3.1 For the purposes of this Section 7.3 only, beginning on
Effective Date No. 6, during each period as shown below, and
in consideration of the provision of co-operative marketing
funds by Seller ("Co-op Funds"), as hereinafter described,
Xxxxx agrees to submit Purchase Orders to Seller for Equipment
for a minimum of $40 million dollars in net Prices as set forth
in Amendment No. 5 for each calendar year, beginning on
Effective Date No. 6. Seller will submit Co-op Fund payments
based on the following schedule:
Period 1: Co-Op Funds Available
---------------------
Payment #1: (January 15, 2001) $1.5M
Payment #2: (April 15, 2001) $1.5M
Period 2:
Payment #3: (January 15, 2002) $1.5M
Payment #4: (April 15, 2002) $1.5M
Period 3:
Payment #5: (January 15, 2003) $1.5M
Payment #6: (April 15, 2003) $1.5M
7.3.2 In the event Buyer does not fulfill each of its $40M per
calendar year commitments with Seller, as calculated from
Effective Date No. 6, Buyer will refund the amount of Co-op
Funds relative to the percentage of commitment not met, upon
Seller's request. Buyer shall take delivery of all Equipment
purchased in any period within twelve (12) months of Seller's
receipt of Buyer's Purchase Order therefore.
7.3.3 The total amount of Co-op Funds that Seller shall be obligated
to provide under this Agreement shall not exceed a total of three
million dollars ($3,000,000) for any designated period. Buyer
shall use all Co-op Funds
solely for Buyer's marketing and/or advertising wherein Seller's
Equipment is featured and/or referenced.
7.3.4 As a condition to Seller providing Buyer with applicable Co-op
Funds, as set forth above, Buyer shall provide Seller with the
following: (i) payment in full for any invoices issued by Seller
for Purchase Orders received and accepted during the applicable
period which have become due; (ii) a written, detailed
description of Buyer's marketing and/or advertising plan for the
period immediately following the period used to calculate such
applicable Co-operative Marketing Funds; and (iii) a written
request for payment of such previously earned Co-operative
Marketing Funds."
12. Upon receipt by Seller of Buyer's irrevocable Purchase Order(s) for
the Equipment comprising the OK-4 and OK-6 1900 MHz and 800 MHz
Equipment, as provided at Schedule A to this Amendment No. 6, and upon
Seller receiving Buyer's proposal for the use of additional Co-op
Funds, Seller will pay Buyer an additional two million dollars ($2
million) in Co-op Funds over and above those provided for in Article 11
above, of this Amendment No. 6. Buyer will be required to notify Seller
three (3) weeks in advance of the desired payment date.
13. Except as specifically modified by Amendment Nos. 1 through 5, and
this Amendment No. 6, the Agreement in all other respects shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 to be signed
by their duly authorized representatives and effective as of the date first
set forth above.
XXXXXX COMMUNICATIONS NORTEL NETWORKS INC.
CORPORATION
By: /s/ X. Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------------
Name: X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxx
Title: President & COO Title: Vice President, Marketing Operations
Date: 6-30-00 Date: 3/30/00
