Exhibit 10.7
Contract No. IFN9301C
Amendment No. 7
Page 1 of 5
AMENDMENT NO. 7
TO
THE SUPPLY AGREEMENT
FOR
TRANSMISSION PRODUCTS
BETWEEN
INTERSTATE FIBERNET, INC.
AND NORTHERN TELECOM INC.
This is Amendment No. 7 to the Supply Agreement for Transmission Equipment
between Interstate Fibernet, Inc. ("Buyer") and Northern Telecom Inc.,
("Seller"), Contract No. IFN9301C ("Agreement") and shall be effective on the
date last signed.
All Capitalized terms which are defined in the Agreement shall have the same
meaning in this Amendment No. 7.
WHEREAS, the previous commitments ("Previous Commitments") set forth in the
Agreement and Amendments No. 1, 2, and 5 have been satisfied and Buyer is
willing to enter into a new commitment for Equipment and Software in
consideration of the pricing and other incentives set forth herein.
WHEREAS, the parties have agreed to modify the Agreement as follows:
NOW therefore, the Agreement is hereby modified as follows:
1. Section 2, "Term", is hereby amended to be effective through December 31,
2001.
2. The parties have agreed to establish a new Total Commitment replacing the
Previous Commitments. Therefore, Buyer hereby agrees to purchase Twenty
Five Million Dollars ($25,000,000) of Equipment and/or Software or Buyer
hereby agrees to purchase all SONET OC-48 and higher bandwidth Equipment,
including Dense WDM/Optical Amplifiers from Seller, during the Term of this
Amendment No. 7, whichever comes first. Such Total Commitment shall apply
to purchases of Equipment and licensing of Software between the effective
date of this Amendment No. 7 and the end of the Term of the Agreement. If
during the Term of the Agreement, Buyer is unable to satisfy the Total
Commitment set forth herein, Seller shall invoice Buyer, at the end of the
Term, an amount equal to three (3%) of the difference between the actual
amount of Equipment purchased and Software Licensing fees and the Total
Commitment from the effective date of this Amendment No. 7 ("Invoice
Value").
Contract No. IFN9301C
Amendment No. 7
Page 2 of 5
Buyer also agrees to increase the capacity of rings one (1) and two (2)
("Rings 1 and 2") to twelve (12) channels of capacity before deploying
another vendor's OC-48 or higher bandwidth SONET product along the same
routes. The aforementioned obligation to increase the capacity shall
exceed the Term of the Agreement.
3. Section 13.1, "Warranty" is hereby deleted in its entirety and replaced as
follows:
13.1 In those instances when Seller does not perform installation Services,
Seller warrants to Buyer, or its Affiliate as appropriate, that
Equipment supplied hereunder, excluding Software, will, under normal
use and service, be free from defective material and faulty
workmanship and will perform in accordance with the applicable
Specifications for a period of sixty (60) months from the date of
shipment, or if the date of shipment is not marked on the Equipment,
sixty-three (63) months from the date of manufacture. In the event
Seller performs installation Services, the Equipment warranty shall be
sixty (60) months from the date of acceptance as set forth in Section
12. This warranty does not apply to items normally consumed in
operation, such as, but not limited to, lamps and fuses. Seller
further warrants that any engineering and installation Services
performed by Seller will be free from defects in workmanship for the
duration of the Equipment warranty period. Seller's sole obligation
and Buyer's exclusive remedy under this warranty are limited to the
replacement or repair, at Seller's option and expense, of the
defective Equipment, or correction of the defective engineering and
installation Services. Such obligation and remedy are conditional upon
the Equipment not having been altered or repaired by any party other
than Seller without Seller's prior written consent, and the defect not
being the result of Buyer's mishandling, abuse, misuse or improper
storage, installation, operation, or maintenance, or other causes not
imputable to Seller and upon the Equipment not having been damaged by
fire, explosion, power failure, lightning, or any other act of nature
or public enemy. The repair or replacement of the defective Equipment
and the correction of defective engineering and installation Services
shall be warranted for a period of ninety (90) days or the remainder
of the original Equipment warranty period whichever is longer.
4. The following Exhibits are hereby deleted in there entirety and replaced
with Amendment No. 7 of the applicable Exhibit and are attached hereto:
Contract No. IFN9301C
Amendment No. 7
Page 3 of 5
Exhibit A, "Cover Page"
Exhibit A, "Equipment and Prices"
Exhibit B, "Delivery Intervals"
Exhibit E, "Affiliates".
5. The following Exhibits are hereby added and are attached hereto:
Exhibit F, Amendment No. 7, "Network Manager"
Exhibit G, Amendment No. 7, "Cover Page"
Exhibit G, Section 1, Amendment No. 7, "Installation and Test Services"
Exhibit G, Section 2, Amendment No. 7, "Services Scope of Work"
Exhibit H, Amendment No. 7, "Dedicated Engineer"
Exhibit I, Amendment No. 7, "Cover Page"
Exhibit I, Sections 1 through 3, Amendment No. 7, "Replacement Equipment"
Exhibit J, Amendment No. 7, "Cover Page"
Exhibit J, Sections 1 through 7, Amendment No. 7, "Georgia/Florida Ring
Project"
13. Section 29, "Total Commitment Incentives", is hereby added as follows:
TOTAL COMMITMENT INCENTIVES
29. In consideration of Buyer making the Total Commitment, and awarding
Seller with its DWDM Georgia/Florida ring project ("Georgia/Florida
Ring Project"), Seller shall provide to Buyer, at no charge to Buyer,
the following incentives:
29.1 Seller's Network Manager Software and the associated
workstations, as set forth in Exhibit F, Amendment No. 7,
"Network Manager"; and
29.2 During the Term, as set forth in Exhibit G, Section 1, Amendment
No. 7, "Installation and Test Services", Seller shall provide
Buyer installation and test Services for all projects Buyer
awards to Seller that utilizes only Seller's SONET TransportNode
Equipment; and
29.3 During the Term, Seller shall provide one (1) Systems Engineer
to aid Buyer with SONET TransportNode projects and activities
involving Seller. Such Systems Engineer shall be located at
Seller's facility. Such System Engineer shall be responsible for
implementing SONET TransportNode projects between the parties per
the guidelines set forth in Exhibit H, Amendment No. 7; and
Contract No. IFN9301C
Amendment No. 7
Page 4 of 5
29.4 During the Term, Seller shall provide Buyer, excluding Buyer's
Affiliates, two (2) SONET internship seats in Montreal, Quebec
and five (5) seats of Seller's standard training as set forth in
Seller's course curriculum. Such standard training shall not
exceeding five (5) days and shall be located at one (1) of
Seller's training facilities. Upon Buyer's request, Seller shall
schedule Buyer for such standard training. Notwithstanding the
foregoing, Buyer shall be responsible for all travel and living
expenses associated with such training.
29.5 For the Georgia/Florida Ring Project only, Seller shall provide
Buyer four (4) sets of spare plug-ins, as set forth in Exhibit J,
Sections 4, 5, 6, and 7. Such spares shall be provided to Buyer
upon the deployment of the initial DWDM GA/FL Ring 1 and 2 build
with the following provisions:
29.5.1 Four (4) sets of DWDM optics shall be provided for those
wavelengths specifically required for the initial build of
channels 1 and 2. Four sets of DWDM optics spares shall be
provided as each new channel and new wavelength are added;
and
29.5.2 One (1) set of HPTX optics are to be provided for the ring
3 build as ring 3 is limited to a single S/DMS
TransportNode OC-48 channel.
29.6 Seller shall replace the Lucent and/or NEC networks, identified.
Such replacement Equipment shall be new. Seller's
responsibilities associated with such Equipment and
identification of such Lucent and/or NEC networks shall be as set
form in Exhibit I, Sections 1 through 3, Amendment No. 7,
"Replacement Equipment", with Seller's S/DMS TransportNode OC-48
Equipment. Upon Buyer's acceptance of Seller's systems, Buyer
shall pass title of such Lucent and/or NEC equipment to Seller.
14. Section 30, Affiliates Bartering, is hereby added as follows:
30.1 On a case by case basis, Buyer may notify Seller, in writing, of
Buyer's desire to transfer Seller's TransportNode Equipment and
Software to any of its business affiliates ("Affiliate Bartering").
Seller shall provide Buyer with Seller's written consent for such
transfer, such consent not to be unreasonably withheld.
Contract No. IFN9301C
Amendment No. 7
Page 5 of 5
Notwithstanding the foregoing, such Affiliate must agree, in writing,
to be bound by the terms and conditions of the Software License as
agreed to between Buyer and Seller.
30.2 In the event that such Affiliate Bartering involves used Equipment,
then any existing warranties for such Equipment shall expire upon such
transfer of ownership of such Equipment. Notwithstanding the
foregoing, Equipment associated with the Georgia/Florida Ring Project
shall not be eligible for such Affiliate Bartering.
All other terms and conditions shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on the
day and year last written below.
INTERSTATE FIBERNET, INC. NORTHERN TELECOM INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------- ------------------------------
Signature Signature
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxx
--------------------- ----------------------------
Print Print
Title: Snr VP & CFO Title: V.P. Broad Band Sales
-------------------- ---------------------------
Date: 4-15-97 Date: 4/15/97
--------------------- ----------------------------
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Page 1 of 1
PRODUCTS, PRICES, AND FEES
SECTION PRODUCT
1 S/DMS TransportNode OC-3/12/48
2 S/DMS TransportNode OC-192
3 Discount Matrix
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Section 1
Page 1 of 5
S/DMS TransportNode Equipment (OC-3/12/48)
CONTRACT
NTI CODE CPC CODE DESCRIPTION NET PRICE
-------- -------- ----------- ---------
B0105001 B0105001 Frame, One XX-00 Xxxxxxxx Xxxxx, Xxxxx Access $8,816
B0105002 B0105002 Frame, Two OC-48 Terminal Shelves, Rear Access $16,418
B0105003 B0105003 Frame, One OC-48 Terminal Shelf, Top, Rear Access $8,816
B0105004 B0105004 Frame, One OC-48 Terminal Shelf, Bottom, Rear Access $8,816
B0105005 B0105005 Frame, One OC-48 Regen Shelf $3,898
B0105006 B0105006 Frame, Two OC-48 Regen Shelves $6,610
B0105007 B0105007 Frame, Three OC-48 Regen Shelves $9,322
B0105010 B0105010 Frame, One OC-12 TBM Shelf, Position 1 $4,648
B0105011 B0105011 Frame, One OC-12 TBM Shelf, Position 2 $4,691
B0105012 B0105012 Frame, Two OC-12 TBM Shelves $7,472
B0105013 B0105013 Frame, Three OC-12 TBM Shelves $10,253
B0105014 B0105014 Frame, One XX-00 XXX Xxxxx, Xxxxxxxx0, XXXX $4,648
B0105015 B0105015 Frame, One XX-00 XXX Xxxxx, Xxxxxxxx0, XXXX $4,691
B0105016 B0105016 Frame, Two OC-12 TBM Shelves, VTBM $7,472
B0105017 B0105017 Frame, Three XX- 00 XXX Xxxxxxx, XXXX $10,253
NT4K19AB A0624160 OC-12 Shelf TBM $3,135
NT4K30AA A0389285 OC-12 - DS-3/STS-1 I/O (1) $247
NT4K32AA A0389518 OC-12 - DS-1 I/O (14 In) $214
NT4K33AA A0389519 OC-12 - DS-1 I/O (14 Out) $214
NT4K52BC A0408684 OC-12 Control - Shelf Processor $1,232
NT4K53AB A0399607 OC-12 Control - Maintenance $419
NT4K60CA A0407135 OC-12 Protection - 12 DS-3 Switcher $254
NT7E01CB A0398143 OC-3 LR 1S10 Networking Interface (FC) $3,092
NT7E01CC A0398144 OC-3 LR 1310 Networking Interface (ST) $3,092
NT7E0lCD A0398145 OC-3 LR 1310 Networking Interface (SC) $3,092
NT7E01DB A0398147 OC-3 IR 1310 Networking Interface (FC) $2,807
NT7E01DC A0398148 OC-3 IR 1310 Networking Interface (ST) $2,807
NT7E01DD A0398149 OC-3 IR 1310 Networking Interface (SC) $2,807
NT7E02EB A0392278 XX-00 XX 0000 XXXX RING Interface (FC) $5,728
NT7E02EC A0392279 XX-00 XX 0000 XXXX RING Interface (ST) $5,728
NT7E02ED A0392280 XX-00 XX 0000 XXXX RING Interface (SC) $5,728
NT7E02ED A0392280 XX-00/00 Xxxxxxxxx - XX-00 XX 0000 (SC) $5,728
NT7E02FB A0392284 OC-12 IR 0000 XXXX RING Interface (FC) $4,987
NT7E02FC A0392285 OC-12 IR 0000 XXXX RING Interface (ST) $4,987
NT7E02FD A0398326 OC-12 IR 0000 XXXX RING Interface (SC) $4,987
NT7E02JB A0397458 OC-12 ELR 1550 Ring Interface (FC) $7,447
NT7E02JC A0397459 OC-12 ELR 1550 Ring Interface (ST) $7,447
NT7E02JD A0397460 OC-12 ELR 1550 Ring Interface (SC) $7,447
NT7E04CA A0357486 OC-12 DS-1 Mapper (14) $2,266
NT7E05AB A0620890 OC-12 VTBM Optics, LR, (FC) $9,576
NT7E05AC A0620891 OC-12 VTBM Optics, LR, (ST) $9,576
NT7E05AD A0620892 OC-12 VTBM Optics, LR, (SC) $9,576
NT7E05BB A0620893 OC-12 VTBM Optics, IR, (FC) $8,265
Note: Unbolded entries are to be discounted an additional 7%. Bolded entries are
---
not to be discounted!
--- -- -- ----------
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Section 1
Page 2 of 5
CONTRACT
NTI CODE CPC CODE DESCRIPTION NET PRICE
-------- -------- ----------- ---------
NT7E05BC A0620895 OC-12 VTBM Optics, IR, (ST) $8,265
NT7E05BD A0620896 OC-12 VTBM Optics, IR, (SC) $8,265
NT7E08AA A0341503 OC-12/48 - DS-3 Mapper (3) $2,639
NT7E09AA A0341504 OC-12/48 - STS-1 Mapper (3) $2,779
NT7E14AA A0341509 OC-48 - DS-3/STS-1 I/O (1) $119
NT7E19AA A0360167 OC-12/48 Control - ESI Carrier $220
NT7E20CC A0395434 OC-48 Control - Shelf Processor $842
NT7E20GB A0634730 OC-48 Control - Enhanced Shelf Processor $2,451
NT7E23AA A0341514 OC-48 Control - Maintenance $367
NT7E24BC A0399043 OPC w/Tape Drive $4,788
NT7E24CC A0399044 Portable Operations Controller (OPC) $7,803
NT7E24TA A0379851 Blank DAT Tape (Spare ONLY.) $78
NT7E25BA A0362991 OC-48 Interface - Orderwire $1,319
NT7E26AA A0341517 OC-48 Interface - 64Kb/s Data Channel $1,394
NT7E27BA A0623147 OC-12/48 Control - Synchronization $1,223
NT7E33DA A0408535 OC-12/48 Interface - STS-12 $2,038
NT7E35AA A0402556 OC-12 Protection - Ring Loopback $883
NT7E36AA A0402558 OC-12 Protection - Ring Overhead Bridge $242
NT7E82DA A0628317 OC-12/48 Release Upgrade $1,036
NT7E85JA A0622129 OC-12 Load - Release 9.0 $103
NT7E85KA A0636948 OC-12 Load - Release 10.0 $103
NT7E85LA A0638726 OC-12 Load - Release 11.0 $103
NT8E01CQ A0626892 OC-48 Interface - OC-48 1533 Term Tx (FC) $20,124
NT8E01CR A0626893 OC-48 Interface - OC-48 1533 Term Tx (ST) $17,609
NT8E01CS A0626894 OC-48 Interface - OC-48 1533 Term Tx (SC) $17,609
NT8E01MF A0626670 OC-48 Interface - OC-48 1310 Term Tx (FC) $12,255
NT8E01MG A0626672 OC-48 Interface - OC-48 1310 Term Tx (ST) $12,255
NT8E01MH A0626671 OC-48 Interface - OC-48 1310 Term Tx (SC) $12,255
NT8E01NF A0626673 OC-48 Interface - OC-48 1557 Term Tx (FC) $16,770
NT8E01NG A0626674 OC-48 Interface - OC-48 1557 Term Tx (ST) $16,770
NT8E01NH A0626675 OC-48 Interface - OC-48 1557 Term Tx (SC) $16,770
NT8E01PB A0617854 XX-00 Xxxxxxxxx - XX-00 0000 Xxxx Xx (FC) $13,623
NT8E01PC A0617855 OC-48 Interface - OC-48 1310 Ring Tx (ST) $13,623
NT8E01PD A0617923 XX-00 Xxxxxxxxx - XX-00 0000 Xxxx Xx (SC) $13,623
NT8E01QB A0617856 XX-00 Xxxxxxxxx - XX-00 0000 Xxxx Xx (FC) $18,648
NT8E01QC A0617857 OC-48 Interface - OC-48 1557 Ring Tx (ST) $18,648
NT8E01QD A0617858 XX-00 Xxxxxxxxx - XX-00 0000 Xxxx Xx (SC) $18,648
NT8E02DB A0392289 OC-48 Interface - OC-48 Rx (FC) $9,547
NT8E02DB A0392289 OC-48 Interface - OC-48 Rx (FC) $9,547
NT8E02DC A0392290 OC-48 Interface - OC-48 Rx (ST) $9,547
NT8E02DC A0392290 OC-48 Interface - OC-48 Rx (ST) $9,.547
NT8E02DD A0398312 OC-48 Interface - OC-48 Rx (SC) $9,547
NT8E02DD A0398312 OC-48 Interface - OC-48 Rx (SC) $9,547
NT8E03AB A0363887 OC-48 Interface - OC-48 1310 Regen Tx (FC) $13,555
Note: Unbolded entries are to be discounted an additional 7%. Bolded entries are
---
not to be discounted!
--- -- -- ----------
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Section 1
Page 3 of 5
NT8E03AC A0366644 OC-48 Interface - OC-48 1310 Regen Tx (ST) $13,555
NT8E03AD A0398211 OC-48 Interface - OC-48 1310 Regen Tx (SC) $13,555
NT8E03CB A0371103 XX-00 Xxxxxxxxx - XX-00 0000 Xxxxx Xx (FC) $18,550
NT8E03CC A0371105 OC-48 Interface - OC-48 1557 Regen Tx (ST) $18,550
NT8E03CD A0398313 OC-48 Interface - OC-48 1557 Regen Tx (SC) $18,550
NT8E03CM A0406377 XX-00 Xxxxxxxxx - XX-00 0000 Xxxxx Xx (FC) $19,478
NT8E03CN A0406378 OC-48 Interface - OC-48 1533 Regen Tx (ST) $19,478
NT8E03CP A0406379 OC-48 Interface - OC-48 1533 Regen Tx (SC) $19,478
NT8E04AB A0405411 Optical Line/ Post Amp (FC) $29,975
NT8E04AC A0405418 Optical Line/ Post Amp (ST) $34,171
NT8E04AD A0405419 Optical Line/ Post Amp (SC) $34,171
NT8E04BB A0636631 Bi-Directional WDM Opt. Amp (FC) $45,597
NT8E04BC A0636632 Bi-Directional WDM Opt. Amp (ST) $45,597
NT8E04BD A0636633 Bi-Directional WDM Opt. Amp (SC) $45,597
NT8E05C8 A0399468 OC-48 Demux - Terminal $4,871
NT8E06AA A0348539 OC-48 Demux - Ring $4,871
NT8E15AA A0348546 OC-48 Protection - 24 DS-3/STS-1 Switcher $703
NT8E17AA A0348547 OC-48 - DS-3/STS-1 I/O Carrier (6) $316
NT8E18AC A0402178 OC-48 Protection - 48 DS-3/STS-1 Switch Controller $1,055
NT8E31BA A0399924 OC-48 Interface - STS-48 Ring Tx $3,768
NT8E31BA A0399924 OC-48 Interface - STS-48 Ring Tx $3.768
NT8E31CA A0615263 OC-48 Interface - STS-48 Term Tx $3.768
NT8E31EA A0626712 OC-48 Interface - STS-48 Tx (For HPTX) $3,768
NT8E31EA A0626712 OC-48 Interface - STS-48 Term Tx (For HPTX) $3,768
NT8E32AA A0371110 OC-48 Interface - STS-48 Rx $3,642
NT8E32AA A0371110 OC-48 Interface - STS-48 Rx $3,642
NT8E34AB A0408524 OC-48 Interface - 1557 HPTX (FC) $44,975
NT8E34AB A0408524 OC-48 Interface - 1557 HPTX (FC) $44,975
NT8E34AC A0408525 XX-00 Xxxxxxxxx - 0000 XXXX (XX) $44,975
NT8E34AC A0408525 XX-00 xxxxxxxxx - 0000 XXXX (XX) $44,975
NT8E34AD A0408526 OC-48 Interface - 1557 HPTX (SC) $44,975
NT8E34AD A0408526 OC-48 Interface - 1557 HPTX (SC) $44,975
NT8E34BB A0408527 OC-48 Interface - 1533 HPTX (FC) $47,223
NT8E34BB A0408527 OC-48 Interface - 1533 HPTX (FC) $47,223
NT8E34BC A0408529 XX-00 Xxxxxxxxx - 0000 XXXX (XX) $47,223
NT8E34BC A0408529 XX-00 Xxxxxxxxx - 0000 XXXX (XX) $47,223
NT8E34BD A0408530 OC-48 Interface - 1533 HPTX (SC) $47,223
NT8E34BD A0408530 OC-48 Interface - 1533 HPTX (SC) $47,223
NT8E50AA A0348549 OC-48 Shelf - Terminal $7,117
NT8E51AB A0625770 OC-48 Regen/Opt. Amp Shelf $2,639
NT8E51AB A0625770 OC-48 Regen/Opt. Amp Shelf $2,639
NT8E85GB A0634961 OC-48 Release 10.10 $103
NT8E85HA A0632887 OC-48 Release 11.03 $103
NT8E85KA A0647239 OC-48 Release 13.0 $103
Note: Unbolded entries are to be discounted an additional 7%. Bolded entries are
---
not to be discounted!
--- -- -- ----------
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Section 1
Page 4 of 5
RIGHT-TO-USE LICENSES FOR SOFTWARE (PER SHELF)
NT7E80AC A0393738 OC 0/00 XXXXX XXX Xxxxxx $2,750
NT7E80AV A0647771 OC-12 TRIBUTARY - OC-3/3C $1,748
NT7E80DA A0402699 OC-12 Advanced OAM&P (Terminal) $3,723
NT7E80DC A0402701 OC-12 Advanced ADM $3,723
NT7E80DD A0402702 OC-12 Advanced Ring $6,223
NT7E80DF A0628328 OC-12 HUB DCC PASS THROUGH $3,417
NT7E80DJ A0634956 OC-12 FEATURE - VT TSA $4,557
NT7E80DL A0637065 OC-12 MATCHED NODES $5,697
NT7E80FA A0402697 OC-3 Advanced OAM&P (Terminal) $1,852
NT7E80FC A0402698 OC-3 Advanced ADM $2,565
NT7E82AC A0393748 OC-12 DS-3 Performance Monitoring Included
NT7E82AE A0396496 OC-12 DS1 Performance Monitoring Included
NT7E82AH A0393752 XX-00 XX-0/XXX Xxxxxxxxxxx Xxxxxxxx
XX0X00XX A0647765 PRIMARY OPC INTERFACE TL-1/NMA Included
NT7E82BC A0396497 OC-3 DS-3 Performance Monitoring Included
NT7E82BE A0402715 OC-3 DS-1 Performance Monitoring Included
NT7E82BH A0396500 OC-3 TL-1/NMA Application Included
NT7E82CH A0647908 OC-12/48 INTERFACE - OSI $2,073
NT7E82CK A0647882 PRIMARY OPC IF/F OSI $1,036
NT7E82DA A0628317 OC-3/12/48 N-2 Release Upgrade $1,036
NT7E82DB A0628318 OC-3/12/48 Event History Included
NT7E82DC A0628319 OC-3/12/48 Remote Inventory Included
NT7E82DF A0628322 XX-00/00 X/X - Xxxxxx Xxxxx Xxxxxxxx
XX0X00XX A0628323 OC COMM PARALLEL I/F PORT LICENSE $1,776
NT7E83AA A0392172 OPC Redundancy Included
NT7E83AB A0392173 OPC Application s/w (Formally IFN OPC Features NT7E83IF) per OPC
charge $3,700
NT7E83AC A0393740 Standby TL-1/NMA Included
NT8E80DA A0402713 OC-48 Advanced OAM&P (Terminal) $11,623
NT8E80AS A0402165 OC-48 Extra Traffic $5,201
NT8E80AV A0647763 OC 48 Trib-OC-3/3c (for Trib) $1,748
NT8E80AW A0647766 OC-48 TRIB. OC12/12C S/W (Per Trib) $3,250
NT8E80AY A0647767 OC-48 TRIB. STS-12/12C S/W (Per Trib) $3,250
NT8E80DD A0390657 OC-48 Advanced Ring System $14,123
NT8E80DL A0628312 OC-48 Matched Nodes (TA-1230) $24,520
NT8E80DP A0634957 OC-48 Feature - Multi D&C (BLSR) $7,122
NT8E80DQ A0634958 OC-48 Feature - BLSR Ex Traffic $9,687
NT8E80DR A0647768 OC-48 Feature-Optical Trib DCC $3,417
NT8E81DA A0402714 OC-48 Regenerator Advanced Application Software $5,940
NT8E81AC A0647769 OC-48 APPL OPTICAL AMP S/W $3,108
NT8E82AC A0392209 OC-48 DS-3 Performance Monitoring (Term) Included
NT8E82AE A0628311 OC-48 STS-1 Performance Monitoring Included
Note: Unbolded entries are to be discounted an additional 7%. Bolded entries are
---
not to be discounted!
--- -- -- ----------
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Section 1
Page 5 of 5
NT8E82AF A0647770 XX-00 XXXX.XX00/XXX-00XXX X/X Xxxxxxxx
XXXXXXXXXXXXX(XX XXX)
XX0X00XX A0631163 OC-12 Practice - Release 10.0 (CD) $220
NT7E64DG A0631166 OC-12 Practice - Release 11.0 (CD) $220
NT8E64AI A0622050 OC-48 Practice - Release 10.0 (CD) $220
NT8E64AJ A0631160 OC-48 Practice - Release 11.0 (CD) $220
NT7E65DF A0631162 XX-0/XX 00 XXX XXXx Rel 10.0 $0
NT7E65DG A0631165 XX-0/XX 00 XXX XXXx Rel 11.1 $339
NT8E65AI A0622048 OC-48 NTP Package REL 10 0 $0
NT8E65AJ A0631161 OC-48 NTP Package REL 11.0 $339
NETWORK MANAGER HARDWARE
NTSE51AA A0629457 Network Manager - HP715 Workstation $25,000
NTSE53AB A0656491 Network Manager - HP-C100 Workstation $37,500
NTSE85EA A0639921 Network Manager Load - Release 5.0 Tape $180
RIGHT-TO-USE LICENSES FOR APPLICATIONS AND FEATURES
NETWORK MANAGER FEATURES
NTSE80EA A0641929 Network Manager Rel. 5 TransportNode RTU $25,000
NTSE82AA A0620131 Network Manager - Surveillance Package $25,000
NTSE82BA A0620132 Network Manager - S/W Management Package $25,000
NTSE82CA A0628386 Network Manager - Centralized PM Displays $25,000
NTSE82DA A0628387 Network Manager - Remote Inventory/Shelf Graphics $25,000
NTSE82EA A0641620 Network Manager - Connection Management Package $25,000
NTSE81AA A0408533 Net Mgr. - TransportNode OPC SOC Connection $5,000
NTSE81AB A0620961 Network Manager - OPC SOC Software Download $3,000
NTSE81AC A0629202 Net. Mgt. - OPC SOC Data Access Connection (PM/Inv.) $3,000
NTSE81AD A0641621 Network Manager - OPC SOC Connection Management $3,000
NTSE81BA A0408534 Network Manager - User Terminal Hookup $3,000
DOCUMENTATION
NTSE65EA A0639922 Network Manager User Guide- Release 5.0 $249
Note: Unbolded entries are to be discounted an additional 7%. Bolded entries are
---
not to be discounted!
--- -- -- ----------
S/DMS TRANSPORTNODE XX-000 Xxxxxxxx Xx. XXX0000X
Amendment No. 7
CUSTOMER: Interstate FiberNet Exhibit A
DATE: 1/28/97 Section 2
Page 1 of 2
Contract
ITEM PRODUCT DESCRIPTION CODE Net Price
---- ------------------- ---- ---------
#1.0 OC-192 Bay/Shelf Hardware
Mechanical Bay Assembly (7'0" frame) NTCA89AA 17,288
#2.0 Mandatory Common Equipment
Shelf Controller NTCA41BA 4,356
Maintenance Interface NTCA42M 1,565
Breaker/Filter Module NTCA40AA 348
Message Transfer NTCA48AA 2,607
External Synchronization Interface NTCA44AA 3,911
#3.0 Optional Features - Hardware
Parallel Telemetry Interface NTCA45AA 1,527
Order Wire (Phase 2) NTCA47AA 2,765
#4.0 Line Optics
OC-192 Term Tx (FC)1557nm Negative Chirp NTCA01BA 41,717
OC-192 Term Tx (SC)1557nm Negative Chirp NTCA01BC 41,717
OC-192 Term Tx (FC)1557nm Positive Chirp NTCA01CA 41,717
OC-192 Term Tx (SC)1557nm Positive Chirp NTCA0lCC 41,717
OC-192 Term Tx (FC)1533nm Xxx/Xxx Xxxxx XXXX00XX 49,817
OC-192 Term Tx (SC)1533nm Neg/Pos Chirp NTCA01DC 49,817
OC-192 Term Tx (FC)1533nm Positive Chirp NTCA01DD 49,817
OC-192 Term Tx (SC)1533nm Positive Chirp NTCA01DF 49,817
OC-192 Regen Tx (FC)1557nm Negative Chirp NTCA03BA 53,405
OC-192 Regen Tx (SC)1557nm Negative Chirp NTCA03BC 53,405
OC-192 Regen Tx (FC)1557nm Positive Chirp NTCA03CA 53,405
OC-192 Regen Tx (SC)1557nm Positive Chirp NTCA03CC 53,405
XX-000 Xxxxx Xx (XX)0000xx Xxx/Xxx Xxxxx XXXX00XX 61,505
XX-000 Xxxxx Xx (XX)0000xx Xxx/Xxx Xxxxx XXXX00XX 61,505
OC-192 Regen Tx (FC)1533nm Positive Chirp NTCA03DD 61,505
OC-192 Regen Tx (SC)1533nm Positive Chirp NTCA03DF 61,505
XX-000 Xxxx Xxxxx Xxxxxxxx (XX),0000xx XXXX00XX 41,717
XX-000 Xxxx Xxxxx Xxxxxxxx (XX),0000xx XXXX00XX 41,717
OC-192 Long Reach Receiver (FC),1533nm NTCA02CA 41,717
OC-192 Long Reach Receiver (SC),1533nm NTCA02CC 41,717
OC-192 Short Reach Receiver (FC),1557/1533 NTCA02BA 28,368
OC-192 Short Reach Receiver (SC),1557/1533 NTCA02BC 28,368
XX-000 Xxxxxxxxxxxxx XXXX00XX 11,779
#5.0 Filler Cards & Carrier Units
Transport Shelf Filler Card (Single Slot) NTCA49AA 338
Switch Module Position Filler Card (Double Slot) NTCA49AB 540
Control Shelf Filler Card (1 inch) NTCA59AA 81
S/DMS TRANSPORTNODE XX-000 Xxxxxxxx Xx. XXX0000X
Amendment No. 7
CUSTOMER: Interstate FiberNet Exhibit A
DATE: 1/28/97 Section 2
Page 2 of 2
Contract
ITEM PRODUCT DESCRIPTION CODE Net Price
---- ------------------- ---- ---------
#6.0 OC-192 Switch Modules
Main Shelf Switch Module NTCA20AA 17,383
#7.0 OC-192 Mandatory Software - Right to Use
OC-192 Release 1 Software Load NTCA60AA 000
XX-000 Xxxxxxxxxxx - 0x0 Xxxxxxxx XXXX00XX 43,457
OC-192 Application - Regen/Op Amp NTCA62AB 26,074
#8.0 OC-192 Optional Features - Right to Use
OC-192 Feature - Intemediate Path PM NTCA62FA 7,868
OC-192 Feature - Forward Error Correction NTCA62FB 18,252
OC-192 Feature - TL-1 Interface NTCA62BA 4,050
OC-192 Feature - Optical Trib DCC NTCA62FC 11,334
#9.0 Tributaries
OC-48 Tributary T/R (1310, FC) NTCA30BA 24,446
XX-00 Xxxxxxxxx X/X (0000, XX) XXXX00XX 24,446
OC-48 Tributary T/R (1310, SC) NTCA30BC 24,446
STS-48 Coaxial T/R NTCA34AA 11,987
#10.0 Miscellaneous
DCM 060 NTCC14AC 20,250
DCM 080 NTCC14BC 22,950
Dual (Tx/Rx) STS-48 Coaxial Cable Xxxxxxxx XXXX0000 215
Mult. Shelf LAN Cable (66ft); OC-192 Ml-MI NTCC8927 150
9/25-Pin User VF Modem Access Cable 20m (66ft) NTCC8930 138
Parallel Telemetry input cable asbly 20m (66ft) NTCC8928 174
Parallel Telemetry output cable asbly 20m (66ft) NTCC8929 000
XX-000 XXX REL 01 NTCA65AA 482
OC-192 NE customer drawing package NTCA79MA 65
OC-192 consumable spares kit NTCA79AA 65
Envir ControlL Panel Assy - 3 Fan NTCA85AA 9,335
Fiber Management Hardware Kit NTCC8414 486
Fan Module NTCA85BA 1,985
#11.0 Optical Amps
MOR Amps NTCA11AA 90,000
Contract No. IFN9301C
Amendment No. 7
Exhibit A
Section 3
Page 1 of 1
Discount Matrix
A B C
------------------ -------------------------------- -------------------------------------- -----------------------------
Commitment OC-3/12 OC-3/12/48 OC-3/l2/48
Level All NT4K Codes All NT7E/8E Codes OC-48 1550 & HPTX Optics
(Except OC-48 1550 & HPTX Optics)
------------------ -------------------------------- -------------------------------------- -----------------------------
Discount Percentage Discount Percentage Discount Percentage
------- ------------------ -------------------------------- -------------------------------------- -----------------------------
1 1 Year/$5M 34% 43% 50%
------- ------------------ -------------------------------- -------------------------------------- -----------------------------
2 5 Year/$25M 34% 43% 50%
+ 7% Additional Net Discount + 7% Additional Net Discount
------- ------------------ -------------------------------- -------------------------------------- -----------------------------
Notes:
1. The base volume discount has been applied to the Product prices provided in
Schedule A of this Product Attachment for Transmission Products. The
additional NET 7% for the 5 Year/$25M commitment is not reflected in the
Discount Matrix.
Contract No. IFN9301C
Amendment No.7
Exhibit B
Page 1 of 1
DELIVERY INTERVALS
------------------
The normal intervals from Seller's receipt of an order to shipment of Equipment
are as indicated. Any forecast provided Buyer is to be submitted to Seller at
least twenty (20) weeks prior to the required delivery of Equipment.
Delivery Intervals (Weeks After Receipt of Order)
With Forecast Without Forecast
OC-3/12 4 12
OC-48 4 12
OC-48 HPTX & DWDM Optics 12 16
MOR Optical Amps 8 12
OC-192 8 12
Contract No. IFN9301C
Amendment No. 7
Exhibit E
Page 1 of 1
AFFILIATES
CyberNet Inc.
Delta Com, Inc.
Gulf States FiberNet
InterCall
InterCel
Interstate Telephone Company
InterQuest/Eastern Telecom Inc.
Mind Spring Enterprises
Scana Communications Inc.
South Carolina Electric and Gas
Valley Telephone Company
Contract No. IFN9301C
Amendment No. 7
Exhibit F
Page 1 of 2
Network Manager
Seller shall provide Buyer Seller's Network Manager system equipped in the
following configuration:
. Two HP C100 Workstations
. Release 6.01 Network Manager Software
. The ability to interface to all existing Seller OPC Spans of Control
. The ability to interface with all existing Seller SONET Network Elements
(Appox. 120 NE's).
. The ability to interface with all Seller SONET Network Elements to be
deployed in the new Georgia/Florida Ring Project builds.
Buyer will be granted the use of all Network Manager Release 6.01 features with
the following exceptions:
. Virtual Tributary Bandwidth Management (VTBM ) support for XX-00 XXXX rings
on TBM and ABM platforms. - An additional charge of One Thousand Dollars
("$1000") per network element ("NE") will be added for this feature.
. DV-45 fault management - an additional charge of Five Hundred Dollars
("$500") per NE will be added for this feature.
. Tellabs Titan 5500 Digital Cross Connect support - an additional charge of
Two Thousand Dollars ("$2000") per cross connect will be added for this
feature.
. OC-192 support - an additional charge of Two Thousand Dollars ("$2000") per
NE will be added for this feature. Note that this does not include the OC-
192 common Equipment required to house the MOR amps required in the new
Georgia/Florida Ring Project build.
. OC-3 Express support - an additional charge of One Thousand Dollars
("$1000") per NE will be added for this feature.
. AccessNode support - an additional charge of One Thousand Dollars ("$1000")
per NE will be added for this feature.
Contract No. IFN930lC
Amendment No. 7
Exhibit F
Page 2 of 2
Note that any existing nodes that Buyer wishes to interface, either belonging to
partners or Affiliates or any new nodes not defined above will be subject to the
following charges:
. OC-192 - $2000 per NE
. OC-L8 -$1500 per NE
. OC-3/12 TBM - $1000 per NE
. OC-3 Express - $1000 per NE
. AccessNode - $1000 per NE
Upgrades from one (1)Software release to the next, for example from Network
Manager Release 6.01 to 7.01 will be subject to a flat charge of Twenty Five
Thousand Dollars ("$25,000") per upgrade.
Note that Seller's offer does not include the building of any external LAN/WAN
infrastructure i.e. routers, leased lines ect. The aforementioned items are to
be provided by Buyer.
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Page 1 of 1
INSTALLATION AND TEST SERVICES
SECTION HEADING
1 Installation and Testing Services
2 Services Scope of Award
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 1
Page 1 of 1
Installation and Testing Services
Seller shall provide Buyer all installation and test Services of all
Seller/Buyer SONET TransportNode projects. This Service is offered for all
builds consisting of no less than one (1)NE.
The scope of these installation and test Services are defined and are governed
by the Scope of Work set forth in Exhibit G, Section 2. Any installation or
test Services which deviate from such Scope of Work may be performed upon mutual
agreement of the parties and shall be subject to additional negotiated charges.
Buyer must provide a minimum of four (4) weeks notice of the build prior to the
start of any installation. Buyer must supply Seller's installation and test
teams adequate and reasonable time to complete each job required.
Equipment is assumed to be delivered to one (1) of Buyer's controlled
warehouses. Warehousing and transportation of Equipment to Buyer's designated
site is not included but may be provided at an additional charge.
Installation and Engineering hours shall be issued at a rate of One Thousand
("1,000") hours per One Million Dollars ("$1,000,000") in purchases. The hours
can be used as Purchase Orders are issued. Travel and living expenses will be
blended into the hours charged at the rate of one (1) hour per One Hundred
Dollars ("$100") expenses.
Notwithstanding the foregoing, Buyer shall have the option of contracting such
Services out to other providers. For this, a product credit of $XXX/hour can be
redeemed by Buyer.
This provision is provided solely to Buyer and excludes all others including
Buyer's partners, Affiliates or sister companies. This offer is valid through
the full term of this contract.
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 1 of 8
SERVICES SCOPE OF WORK
1. GENERAL DESCRIPTION
The following section outlines the Scope of Work ("SOW") for the
implementation of Seller's Transmission Equipment on a Engineer, Furnish,
Install and Test basis under the Georgia/Florida Ring Project. Seller
would be pleased to provide additional material and services not covered by
the following SOW. Contact your Seller sales representative for a custom
quote with SOW for any additional requirements.
2. BUYER'S OBLIGATIONS
With respect to any Equipment and Services provided as part of this
Agreement, Buyer shall, at no charge to Seller provide the following,
unless otherwise stated and negotiated within the proposal:
General
-------
. Provide and coordinate access to all sites in a timely manor.
. Provide buyer contact(s) for Seller's installation crew with at 24 hour
emergency escalation point of contact.
. Provide reasonable security and storage facilities at Buyer's expense as
appropriate for Equipment and tools used by Seller.
. Provide access to reasonable washroom facilities twenty-four (24) hours
a day.
. Furnish adequate fire extinguishers at all Sites.
. Provide all required work permits.
. Furnish products requiring special fire ratings or other special
considerations not identified in this Agreement.
. Move Equipment from the storage facility to the installation site.
. Notify Seller when testing may re-commence if installation or test
activities are suspended due to the site not being ready. Two (2) week's
notice is required by Seller in order to allow scheduling of personnel.
In this case, a re-mobilization charge will apply which is in addition
to all costs contained herein. Corresponding changes will also be made
to the schedule for completion of the job.
Transmission Equipment
----------------------
. Store and furnish all electronics to the site locations.
. Supply existing grounding and lighting plans at each location when
requested.
. Furnish adequate lighting, AC receptacles and grounding connections at
all Sites.
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 2 of 8
. Furnish AC plus other cabling and connections beyond cross connect panel
into which the Seller provided Equipment will terminate.
. Supply any applicable drawings and relevant specifications which may
consist of, but not be limited to:
- floor plans indicating locations of all current and proposed Equipment
- auxiliary framework drawings indicating all current and proposed
ironwork
- signal and alarm assignments for existing and proposed Equipment other
than Seller's as it relates to the implementation of Seller's
Equipment provided under this Agreement. This information is required
four (4) weeks prior to installation starting.
. Provide termination cables and panels for DS-1s, DS-3s, etc., if the
Buyer does not elect to purchase this option from the Seller.
. Provide and install overhead racking for cables, etc. before Equipment
installation is to start, if the Buyer does not elect to purchase this
option from the Seller.
. Provide floor reinforcement to meet Transmission Equipment load
requirements, if required.
. Provide 240 VAC wall connections for attachment of DC power Equipment
where applicable.
. Provide optical patch cords and Variable Optical Attenuators (and or
fixed bulkhead type attenuators) from S/DMS Equipment to the patch
panel, if the buyer does not elect to purchase this option from Seller.
. Terminate all miscellaneous site related alarm cables, as required,
following completion of installation and test by Seller at each site
that do not directly cross connect with the Seller provided Equipment.
. Provide all DS3 cabling, BNC connectors, DSX-3 and DSx-1 Cross Connect
equipment, if the Buyer does not elect to purchase this option from
Seller.
3. SELLER'S OBLIGATIONS
With respect to any Transmission Equipment and Services provided under this
Project, Seller shall:
General
-------
. Provide regular status/progress reports to individual specified by
Buyer.
. Comply with local and state regulations regarding commercial building
electrical and fire codes where applicable.
. Provide all necessary tools and test Equipment required for test.
. Promptly remove packing and shipping materials used in the shipment of
Seller's Equipment following completion of work.
. Perform general site clean-up to assure the sites are in a neat and
clean condition following the completion of work.
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 3 of 8
Transmission Equipment
----------------------
. Test Seller-installed Equipment to the extent the Equipment is
configured at time of test at shelf access interfaces. Seller shall not
be responsible for the testing of unconfigured ports, fibers, cables or
other Equipment not specifically identified in this contract and
delivered before or during installation.
. Perform testing in compliance with applicable sections of correct NTP's
shipped with the Equipment. Testing required outside those tests defined
in the NTP's would incur additional charges as defined in the proposal.
. Provide acceptance test results on a per site basis as specified in the
NTP's.
. Provide a copy of NTP's to the sites identified in the proposal where
this Equipment will be installed.
4. GENERAL ASSUMPTIONS
This Agreement is based on the following assumptions:
. Seller assumes that all information provided to it by Buyer is correct
regarding general systems Equipment requirements, earthquake
requirements, and DS-3 traffic requirements. Seller shall not be
responsible for system deficiency caused by incomplete or inaccurate
information provided by Buyer.
. Seller shall define required routing of all connections to the Seller
provided equipment prior to or at the time that the engineering site
survey is performed. (ie. DS1, DS3, fiber, power, AC, alarm assignments,
bay locations, etc.)
. Seller's prices are based on its use of non-union labor at all sites.
When required, union labor will be provided at an additional cost to
Buyer.
. All sites, unless otherwise specified, are to use top supported 7'0"
Equipment racks.
. Buyer is to make voice communications available at all sites prior to
the start of Seller's installation and test activity.
. Buyer is to provide unimpeded access to all sites twenty-four (24) hours
a day for installation and testing activity.
. Buyer is to insure 110 VAC power will exist at all sites during
installation and test of all Equipment provided under this Agreement.
. Standard ring ground configurations or equivalent will exist at all
proposed installation Sites with standard bus bar type ground available
for Seller's power Equipment by the start of Seller's installation
period.
. All site auxiliary framing, associated ironwork, frame and aisle
lighting, ladder racking and outside plant cable protection is installed
and completed prior to the start of Seller's Installation activity at
each site, if the buyer does not elect to purchase this option from
Seller.
. All Transmission Equipment is to be mounted on conventional wooden or
concrete floors. If required, provisions for raised "computer" type
flooring
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 4 of 8
applications can be provided at an additional cost to Buyer. Buyer must
notify Seller at least four (4) weeks in advance of installation start.
5. TRANSMISSION EQUIPMENT INSTALLATION MATERIALS
Miscellaneous installation materials will be provided, should the buyer
elect to purchase this option, by Seller on a per site basis. Pricing has
been provided in "lots" as defined in Seller provided Equipment list. The
following types of material are examples of what will be provided, but not
limited to:
. Top mounting hardware for Equipment frame
. Power cable and associated termination lugs
. Miscellaneous alarm cables/wiring.
. Protection for the overhead routing of simplex fiber cables (patch
cords) from top of frame to top of frame.
6. TRANSMISSION EQUIPMENT INSTALLATION SERVICES
Seller shall provide installation services for the Equipment and Services
provided under this Agreement consistent with Seller's Installation
Procedures as indicated in the release of NTP's relevant to the Buyer's
Equipment.
. Seller's installation personnel will inventory all Seller provided
Equipment at the time of installation start.
. Seller provides field supervision (in charge) to coordinate activities
of Seller's field personnel performing installation Services.
. Seller mounts Equipment racks/shelves, miscellaneous ironwork, and
cables as specified in the Installation Specification prepared by
Seller's Equipment engineering personnel.
. Seller performs continuity checks of wire/cabling.
. Seller stencils bays/fuse panels as assigned by Seller's Equipment
engineering
. Seller will cable and tag, as required, power and ground cables, optical
patch cords and pigtails, DS-1 and DS-3 alarm signal cabling, alarm and
telemetry cabling, and signal cabling.
. Seller will install cable runs from the Seller provided Equipment to the
customer defined connection point.
. Seller will be responsible for power plant, batteries, rectifiers,
generators, only if they are specified in the proposal.
. Seller will provide installation tools specified in the NTP's. The
Buyer will be responsible for any tools not specifically listed in the
NTP's or proposal.
. Seller will provide in-process inspections (quality audits).
7. TRANSMISSION EQUIPMENT TEST SERVICES
Seller shall provide Test Services consisting of the following:
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 5 of 8
. In-bay testing of all Transmission Equipment in compliance with the
current NTP's.
. Test and turn-up of all Transmission Equipment circuit packs.
. Acceptance testing per applicable NTP's.
. Field supervision to coordinate activities of Seller's field personnel
performing testing.
. Receipt of Buyer sign-off of acceptance testing done in accordance with
applicable NTP's.
. Any test not specifically defined in the NTP's or proposal shall be
provided by the buyer.
8. BASIC ENGINEERING SERVICES, IF APPLICABLE
Basic Engineering Services, if provided at additional cost to Buyer, shall
be consistent with the Seller's current specifications. This services
package applies only to existing line-ups, and the installation team using
this package should be trained on Seller products. Basic Engineering
Services shall include the following:
. Phone customer information surveys to determine where the Seller's
Equipment is to be installed in order to identify installation
materials, notes and interconnections between the Seller provided and
Buyer's Equipment. If additional information is required that cannot be
obtained through remote collection , the buyer must pay additional time
and expense charges, so that an on site survey can be performed.
. Definition of required installation materials by part number and vendor
name as described in section 5.
. Review of Seller Equipment codes being ordered to verify baseline
requirements versus currently manufactured codes at time of order.
. Input of both Seller provided and installation material codes into
Seller's ordering system.
.
. Documentation package assembly and distribution for installation
. Generation / updating of customized site specific detailed installation
drawings and instruction packages which include the following;
Summary of the job / scope of work.
Overall Seller Network Layout Drawing
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 6 of 8
Floor plan, cable rack, lighting, grounding and fiber guide drawings
detailing where the Seller's equipment is to be installed within the
customer's environment.
Bay drawings or notes, includes equipment within bay as well as
mechanicals of how to support top and bottom of bay to the customer
office environment.
Drawing of Shelf and Location of Circuit Packs within the shelf.
Fiber route drawings; between Bay, Shelf, Circuit Pack, and Fiber
Patch Panel.
Power cable and ground cable route drawings and power assignments.
Power plant/BDFB, front equipment, interconnect, fuse assignments
and running list drawings.
Manufacturing assembly drawings (bay layout) and notes.
Traffic routing drawings for DSX cross connections, XX-0, XX-0,
XXX-0, etc....
Alarm assignment tables.
ESI assignment tables.
CNET interconnection tables between Seller provided Network Elements
Any other interconnection assignment tables between Seller provided
equipment and Customer Office specific Equipment
NOTE: All documentation is generated per Seller's standard
engineering package practices. Updating of drawings or traffic
routing on customer's specific databases is not specifically
included; however, this Service can be provided at an additional
cost.
9. FULL ENGINEERING SERVICES, IF APPLICABLE
Full Engineering Services, if provided at additional cost to Buyer, shall
be consistent with the Seller's current specifications. This services
package applies to new or existing line-ups and extensions or additions of
the superstructure. Full Engineering Services shall include the following:
. All items provided in the Basic Engineering Services Package, but
enhanced.
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 7 of 8
. Customer drawings in the specific type and format specified by the
buyer, in addition to the installation drawings specified in the Basic
Engineering Services Package. The seller will xxxx-up existing or
generate new customer site drawings. As built documentation will be
provided at conclusion of project.
. Site and / or phone customer information surveys at location where the
Seller's equipment is to be installed in order to identify installation
materials, notes and interconnections between the Seller provided and
Buyer's Equipment.
. Method of procedure for installations not covered by the NTP's or
Customer Application Procedures (CAP).
. Project management associated with the coordination of engineering and
installation services. Kick-off meeting and weekly status reviews with
engineering, installation, and the buyer. Escalation and resolution of
project impacting events from receipt of Purchase Order until the
installation completion notice.
. Engineering phone consultation from receipt of Purchase Order until the
installation completion notice. An engineer will be available to the
Buyer and installation team to answer questions and assist by phone, on
issues pertaining to this project.
. Power plant and BDFB provisioning to include battery plants.
. The update of Buyers databases / automated records is not included, but
can be provided at an additional charge.
10. ITEMS EXCLUDED FROM THIS SOW:
. Buyer's engineering personnel shall not repair Equipment, whether or not
the Equipment requiring repair is under warranty. Such repair shall be
performed according to Seller's Repair and Return Procedures.
. Any special transportation for access to Sites. (ie helicopters, snow
cats, etc.)
. Any engineering or re-engineering, install or test of existing
equipment, whether previously supplied by Seller or by another vendor,
unless otherwise stated in the proposal.
. Any and all items which are not specifically described within this SOW
or the Agreement as being provided by or the responsibility of Seller.
. Direct attachment of AC wires to circuits other than through a UL-
approved connectorized electrical outlet or any other work requiring an
electrician.
. Computer or raised floor reinforcement hardware for frames and
batteries.
. Miscellaneous cabling and associated installation fees which have not
been identified previously.
Contract No. IFN9301C
Amendment No. 7
Exhibit G
Section 2
Page 8 of 8
. Interoperability with other vendor's equipment. Seller's Equipment
shall perform in accordance to the specifications provided in Seller's
applicable NTP's.
All other custom engineering and installation Services will be
considered on an individual basis for pricing purposes. Seller is a full
service supplier and would be pleased to quote any additional services
required.
Contract No. IFN9301C
Amendment No. 7
Exhibit H
Page 1 of 1
Dedicated Engineer
Seller shall provide Buyer a dedicated Systems Engineer to work on all
Seller/Buyer SONET TransportNode projects.
Such engineer will be responsible for implementing SONET TransportNode projects
within guidelines stipulated by the Scope of Work set forth in Exhibit G,
Section 2.
Such engineer will be located at Seller's Alpharetta facility. As required,
such engineer shall travel to Buyer's Xxxx Xxxxx, Xxxxxxx site at Seller's
expense.
Such engineer will have the liberty to work on other Seller projects provided
that such work does not interfere with completing work assigned or generated by
Buyer.
This provision is provided solely to Buyer and excludes all others including;
Buyer's partners, Affiliates or sister companies. This offer is valid thru the
full term of this contract.
Contract No. IFN9301C
Amendment No. 7
Exhibit I
Page 1 of 1
REPLACEMENT EQUIPMENT
SECTION HEADING
1 Replacement Equipment
2 Replacement Systems A, B, C
3 Replacement System D
Contract No. IFN9301C
Amendment No. 7
Exhibit I
Section 1
Page 1 of 2
Equipment Replacement
In order to transition Buyer to an exclusive Seller SONET network, Seller agrees
to replace the following Lucent or NEC networks with new Seller OC-48 Equipment.
System A
Arab, Al to Huntsville, Al
Currently Lucent OC-48
Replace with: 2 OC-48 ring ADM's 1310 nm/1557 rim e/w 48 DS3's each
System B
Arab, Al to Birmingham to Eastside
Currently Lucent OC-48
Replace with: 3 OC 48 ring ADM's e/w 48 DS3's & 1 OC-48 Regen. 1557 n m
Optics
System C
Eastside to Alabama Power
Currently Lucent OC-48
Replace with : 2 OC-48 ring ADMs e/w 24 DS3, 1310 nm Optics
System D
Eastside to Sprint POP
Currently NEC 417
System E
Xxxxxxxxxx to Sprint POP
Currently NEC 417
Replace D&E with: 2 OC-48 Terminals and 2 OC-48 Regens e/w 48 DS3's each and
1557 nm Optics.
Please refer to the attached Equipment lists for specific details.
Seller will be responsible for providing Engineering, Installation and Equipment
to turn up service on these systems. Further, Seller will be responsible for
shipment of Equipment to site. Seller will also be responsible for
deinstallation and removal of Lucent/NEC equipment, after Buyer removes all
active traffic.
Seller is not responsible for optical link budget considerations. Should the
aforementioned Equipment fail to meet the optical link budget requirements Buyer
will be responsible for purchasing additional materials and services to make the
system functional.
Contract No. IFN9301C
Amendment No. 7
Exhibit I
Section 1
Page 2 of 2
Seller is not responsible for any loss or interruption of traffic resident on
the existing network while cutting over to Seller's network.
Buyer will give Seller reasonable time to provide and then to turn up new
systems. Forecasted Delivery of Equipment is four (4) weeks. Unforecasted is
twelve (12) weeks.
Buyer will turn over title of Lucent equipment for Systems A, B &C to Seller at
the time of acceptance (ICN sign off) of each of Seller's systems. Seller is
then free to do what it chooses with such Lucent equipment.
Seller will provide systems D&E to Buyer in 1997 prior to the conclusion of IFNs
contract for traffic on these two (2) networks. Buyer will turn over title of
the NEC equipment (Systems D&E) to Seller within two (2) years of turnup of
replacement equipment. Seller is then free to do what it chooses with the NEC
equipment.
Seller is not responsible for providing spares for any of the aforementioned
networks.
