1
EXHIBIT 10.19
QCC Standard Private Line
QWEST COMMUNICATIONS CORPORATION
PRIVATE LINE SERVICES AGREEMENT
This Private Line Services Agreement, having Service Agreement No.
PL-0000346-9710-01-01 is entered into as of October 10, 1997 (the "EFFECTIVE
DATE"), by and between Qwest Communications Corporation, a Delaware corporation
("QWEST"), and CRL Network Services. Inc., a California corporation
("CUSTOMER").
1. INCORPORATION OF DOCUMENTS AND CONTROLLING PROVISIONS:
1.1 This Service Agreement, together with (a) Service Orders (as defined in
Section 2.1 of this Service Agreement) accepted by Qwest pursuant to the
terms hereof, and (b) schedules and exhibits incorporated herein by
reference ("EXHIBITS"), shall be referred to collectively herein as this
"AGREEMENT." In the event of any conflict between the provisions of this
Service Agreement and the terms of any Service Order(s) and/or
Exhibit(s), the conflict shall be resolved by reference to said
documents in the following order of priority of interpretation (except
as is otherwise specifically provided in this Service Agreement or in
any Exhibits): (a) any Service Order(s); (b) any Exhibit(s), with
reference to the same in order of attachment to this Service Agreement;
and (c) this Service Agreement. Notwithstanding the foregoing, no
provision or term of any Service Order or Exhibit shall be a part of
this Agreement or binding on Qwest unless and until such Service Order
or document has been executed by an authorized representative of Qwest.
1.2 If any provision of this Agreement conflicts with any statute, rule or
order of any governmental unit or regulatory body, or tariff filed by
Qwest, then, if required by law, this Agreement shall remain in effect
but shall be automatically modified by such conflicting law, statute,
rule, order or tariff, subject to the termination rights granted herein.
2. SERVICES TO BE PROVIDED BY QWEST:
2.1 Telecommunications capacity, and related ancillary services (the
"FACILITY" or "FACILITIES") available from Qwest are identified in the
Service and Pricing Exhibit attached hereto as EXHIBIT "A," which is
incorporated by this reference (the "SERVICE AND PRICING EXHIBIT").
Facilities requested by Customer shall be requested on Qwest's service
order forms in effect from time to time (hereafter, any such order is a
"SERVICE ORDER(S)"). Each Service Order shall reference this Agreement
by Service Agreement Number and shall become a part of this Service
Agreement when executed by a duly authorized representative of Qwest.
Qwest reserves the right to reject any Service Order.
2.2 Upon acceptance by Qwest of a duly executed Service Order during the
Term (as defined in Section 4.3 of this Service Agreement) of this
Agreement, Qwest shall provide to Customer those Facilities identified
in the Service Order.
----------
Certain portions of this document in the price information of Section 3.1 of
Exhibit A (Service and Pricing Exhibit) and the price information in the
service orders have been omitted and filed separately with the Securities and
Exchange Commission based on a request for confidential treatment with respect
to the omitted portions.
Qwest Communications
1
2
QCC Standard Private Line
3. OBLIGATIONS OF CUSTOMER:
3.1 Customer shall perform those duties outlined in the Service and Pricing
Exhibit in addition to those described herein and in any Service
Order(s).
3.2 Customer shall have sole responsibility for installation, testing and
operation of the Interconnection Facilities (as defined in Section 1.4
of the Service and Pricing Exhibit), and any services and equipment
other than those Facilities specifically provided by Qwest under this
Agreement.
3.3 Customer shall fully comply with all laws, regulations and authorities
including, but not limited to, those outlined in Section 9 of this
Service Agreement.
4. TERM:
4.1 This Agreement shall be effective between the parties as of the date
first written hereon. The initial term (the "INITIAL TERM") of this
Agreement shall expire three (3) years from the date of execution
hereof, unless either party earlier terminates this Agreement in the
manner provided herein.
4.2 Upon the expiration of the Initial Term, if Customer is not then in
default hereunder, the term of this Agreement shall be renewed
automatically on a month-to-month basis (hereafter, the "RENEWAL TERM")
unless and until an Amendment is executed by both parties extending the
Renewal Term, or either party terminates this Agreement in the manner
provided herein.
4.3 The Initial Term and Renewal Term are sometimes referred to together
herein as the "TERM."
4.4 Notwithstanding anything to the contrary in this Section 4, if the
Facility Minimum Service Term (as set forth in Section 4.3 of the
Service and Pricing Exhibit) for a Facility or Facilities extends beyond
the expiration of the Term of this Agreement, then this Agreement shall
continue in effect until the expiration or termination of the applicable
Facility Minimum Service Term, but only as to the Facility or Facilities
so affected, and subject to the termination rights of Qwest and Customer
under Section 8 of this Service Agreement.
5. CHARGES AND PAYMENT:
5.1 Charges for the Facilities shall be determined according to the Service
and Pricing Exhibit except as is otherwise specifically provided in this
Agreement.
5.2 Recurring charges shall be invoiced by Qwest on a monthly basis in
advance and non-recurring charges shall be invoiced in arrears. If the
Start of Service Date (as defined in Section 2.1 of the Service and
Pricing Exhibit) for any Facility falls on other than the first day of
any month, the first invoice to Customer shall consist of: (1) the
pro-rata portion of
Qwest Communications
2
3
the applicable monthly charge covering the period from the Start of
Service Date to the first day of the subsequent month, and (2) the
monthly charge for the following month. Qwest may, in its sole
discretion, prior to delivering the first invoice to Customer, elect to
require that Customer make a security deposit amount equal to one (1)
month's recurring charges for the Facility or Facilities. If a deposit
is made, it shall be held by Qwest until termination of this Agreement,
at which time Qwest may apply the deposit, at its option, either against
the last month of charges due hereunder prior to termination of this
Agreement, or against any other amounts owing to Qwest under this
Agreement.
5.3 Customer shall make all payments due hereunder within thirty (30) days
after the date of Qwest's invoice. If any amount due under this
Agreement is not received by the due date, in addition to its other
remedies available hereunder, Qwest may in its sole discretion: (a)
impose a late payment charge of the lower of 1.5% per month or the
highest rate legally permissible (such late charge shall be payable upon
demand by Qwest); and/or (b) require the prepayment of up to two (2)
months of recurring charges as a condition of the continued availability
of the Facilities, which prepayment shall be held and applied against
the last two (2) months of charges hereunder prior to termination of
this Agreement. Notwithstanding anything in this Agreement to the
contrary, no payment due hereunder is subject to reduction, set-off or
adjustment of any nature by Customer, except as is specifically provided
in Section 5 of the Service and Pricing Exhibit regarding Outage
Credits. In no event shall the malfunction or non-operation of
Customer's Interconnection Facilities (including local access when
Customer is responsible there for) relieve Customer of its obligation to
pay for the Facilities.
5.4 All disputes or requests for billing adjustments must be submitted in
writing and submitted with payment of undisputed amounts due. Any
amounts which are determined by Qwest to be in error or not in
compliance with this Agreement shall be adjusted on the next month's
invoice. Any disputed amounts which are deemed by Qwest to be correct as
billed and in compliance with this Service Agreement, shall be due and
payable by Customer, upon notification and demand by Qwest, along with
any late payment charges which Qwest may impose pursuant to Section 5.3
above. Disputes shall not be cause for Customer to delay payment of the
undisputed balance to Qwest according to the terms outlined in Section
5.3 above.
5.5 Invoices submitted to Customer by Qwest shall conform to Qwest's
standard billing format and content, as modified by Qwest from time to
time.
5.6 Any applicable federal, state, or local taxes, and all use, sales,
commercial, gross receipts, privilege or other similar taxes or license
fees, whether charged to or against Qwest or Customer, with respect to
the Facilities provided by Qwest, as well as any other imposition by any
governmental authority which has the effect of increasing Qwest's cost
of providing the Facilities, shall be payable by Customer in addition to
the other charges set forth in this Agreement.
Qwest Communications
3
4
QCC Standard Private Line
6. EVENTS OF DEFAULT:
6.1 A "DEFAULT" shall occur if: (a) Customer fails to make any payment
required to be made by it under this Agreement and any such failure
remains uncorrected for five (5) business days after the date such
payment was due; (b) either party fails to perform or observe any
material term or obligation (other than making payment) contained in
this Agreement, and any such failure remains uncorrected for thirty (30)
calendar days after written notice from the non-defaulting party
informing the defaulting party of such failure (except for a Default by
Customer under Section 9.2 of this Service Agreement, which shall
require no advance written notice); (c) Customer breaches its
obligations to Qwest in any other agreement, including but not limited
to, agreements for switched access services, Media Express services or
any collocation agreements; or (d) there is an Adverse Material Change
(as defined in Section 6.2 of this Service Agreement) in Customer's
creditworthiness.
6.2 For purposes of Section 6.1 of this Service Agreement, an Adverse
Material Change in Customer's creditworthiness shall include, but not be
limited to: (a) failure of Customer to make full payment of charges due
hereunder on or before the date due on three (3) or more occasions
during any period of twelve (12) months, or Customer's failure to make
such payment on or before the date due in any two (2) consecutive
months; (b) acquisition of Customer (whether in whole or by majority or
controlling interest) by an entity which is insolvent, which is subject
to bankruptcy or insolvency proceedings, which owes past due amounts to
Qwest or any entity affiliated with Qwest, or which presents a
materially greater credit risk than Customer; or (c) Customer's being
subject to or having filed for bankruptcy or insolvency proceedings, or
the legal insolvency of Customer.
6.3 Notwithstanding Section 6.1 of this Service Agreement, the failure of
any particular circuit or number of circuits to comply with the
Specifications (as that term is defined in Section 2.1 of the Service
and Pricing Exhibit) shall not be deemed a Default by Qwest, but may
obligate Qwest to provide Customer with Outage Credits, as provided in
Section 5 of the Service and Pricing Exhibit.
7. REMEDIES FOLLOWING DEFAULT:
7.1 If Customer is in Default, Qwest may, in addition to any other remedies
it has under this Agreement or under the law: (a) suspend its
performance under this Agreement without the requirement of any further
notice to Customer, until Customer has remedied all breaches of this
Agreement and paid in full all charges then due, including any late fees
specified herein plus, at Qwest's option, the prepayment of up to two
(2) months recurring charges, as is specified in Section 5.3 of this
Service Agreement; (b) condition provision of Facilities or acceptance
of a Service Order on Customer's assurance of payment and compliance
with this Agreement, which may be in the form of a deposit or such other
means as is required by Qwest to establish assurance of payment and
compliance: or
Qwest Communications
4
5
QCC Standard Private Line
(c) terminate this Agreement by providing written notice to Customer in
the manner provided in Section 8.2 of this Service Agreement.
7.2 If Qwest is in Default, Customer may, in addition to any other remedies
it has under this Agreement or under the law, terminate this Agreement
in the manner provided for in Section 8.1 of this Service Agreement, but
may not withhold or suspend its own performance.
8. TERMINATION:
8.1 Customer may terminate this Agreement: (a) effective upon written notice
to Qwest, if Qwest is in Default (as provided in Section 7.2 of this
Service Agreement); (b) effective upon thirty (30) calendar days prior
written notice. if any material rate or term contained herein and
relevant to the affected Facilities is materially changed by order of
the highest court of competent jurisdiction to which the matter is
appealed, the Federal Communications Commission, or other local, state
or federal government authority; or (c) effective upon thirty (30)
calendar days prior written notice, with or without cause, following the
expiration of the Initial Term.
8.2 Qwest may terminate this Agreement: (a) effective upon written notice to
Customer, if Customer is in Default (as provided in Section 7.1 of this
Service Agreement); (b) effective upon thirty (30) days prior written
notice, with or without cause, following the expiration of the Initial
Term; or (c) effective immediately and without any advance written
notice, if Qwest does not maintain or loses any required regulatory or
other governmental authorizations to provide the Facilities, as
described in Section 9.1 of this Service Agreement; following a Default
by Customer under Section 9.2 of this Service Agreement; or if Customer
makes an unauthorized Transfer under Section 12.1 of this Service
Agreement.
8.3 Customer may terminate the affected portion or portions of a Service
Order or Service Orders: (a) upon ten (10) calendar days prior written
notice following failure of performance, in the manner and subject to
Section 10.2 of this Service Agreement or Section 1.2 of the Service and
Pricing Exhibit; or (b) following thirty (30) calendar days prior
written notice, following an increase in prices by Qwest as to a
particular Facility or Facilities, in the manner and subject to Section
3.2 of the Service and Pricing Exhibit. Any termination of a Service
Order of Service Orders shall not affect any remaining Service Orders,
and shall not constitute a termination of this Agreement.
9. GOVERNMENTAL AUTHORITY:
9.1 Customer acknowledges that the obligation of Qwest to provide the
Facilities to Customer is subject to the receipt by Qwest of any
required regulatory or other governmental authorizations. This Agreement
may be superseded by a tariff filed with the appropriate regulatory
agency, which tariff may contain such modifications of the provisions of
this Agreement as Qwest deems appropriate, all of which shall become
Qwest Communications
5
6
QCC Standard Private Line
automatically binding on Customer. Qwest reserves the right to terminate
this Agreement pursuant to Section 8.2 of this Service Agreement if at
any time Qwest does not have or loses the required regulatory or other
governmental authorizations to provide the Facilities.
9.2 Customer represents and warrants that: (a) Customer has received all
necessary permits, licenses, approvals, grants, and charters of
whatsoever kind necessary to carry out the business in which Customer is
engaged; and (b) Customer has complied and does comply with all laws,
regulations, orders, and statutes which may be applicable to Customer,
whether local, State or Federal. From the date of this Agreement until
the termination hereof, Customer agrees to operate in accordance with
and to maintain current all such certifications, permits, licenses,
approvals, grants, charters, and to comply with all applicable laws,
regulations, orders and statutes, whether local, State or Federal. A
breach by Customer of any of the representations, warranties or
covenants of this Section 9.2 shall be deemed a Default hereunder, and
shall allow Qwest to terminate this Agreement in the manner described in
Section 8.2 of this Service Agreement.
10. FORCE MAJEURE:
10.1 Except as is provided in Section 10.2 below, Qwest shall not be liable
for any failure of performance hereunder due to causes beyond its
reasonable control, including, but not limited to: acts of God, fire,
explosion, vandalism, fiber optic cable cut, storm, extreme temperatures
or other similar catastrophes; any law, order, regulation, direction,
action or request of the United States government, or of any other
government, including state and local governments having jurisdiction
over either of the parties, or of any department, agency, commission,
court, bureau, corporation or other instrumentality of any one or more
said governments, or of any civil or military authority; national
emergencies, insurrections, riots, wars, or strikes, lock-outs, work
stoppages or other labor difficulties: actions or inactions of a third
party provider or operator of facilities employed in provision of the
Facilities; or any other conditions or circumstances beyond the
reasonable control of Qwest which impede or affect the Facilities or the
transmission of telecommunications services.
10.2 If any failure of performance on the part of Qwest described in Section
10.1 of this Service Agreement shall be: (a) for twenty-four (24) hours
or less, then this Agreement shall remain in effect, but Customer shall
be relieved of its obligation to pay for that portion of the Facilities
affected for the period of such failure of performance; or (b) for more
than forty-eight (48) hours, then Customer may terminate only that
portion of any Service Order or Service Orders related to the Facilities
so affected, by written notice to Qwest, in accordance with Section 8.3
of this Service Agreement.
10.3 If the Facilities are unavailable to Customer as a result of any events
described in Section 10.1, Customer may be entitled to an Outage Credit
under Section 5 of the Service and Pricing Exhibit.
Qwest Communications
6
7
QCC Standard Private Line
11. INDEMNIFICATION:
11.1 Customer shall indemnify and hold harmless Qwest (and Qwest's
affiliates, officers, directors and employees; hereafter, "QWEST'S
AFFILIATES"), and any third party provider or operator of services
employed by Qwest and/or Qwest's Affiliates in the provision of the
Facilities, from and against, and shall reimburse Qwest and/or Qwest's
Affiliates for, any and all losses, liabilities, deficiencies, claims
and expenses (including, but not limited to, costs of defense and
reasonable attorneys fees) incurred by Qwest and/or Qwest's Affiliates
and arising from or in connection with: (a) any breach of any covenant
or agreement of Customer contained in this Agreement; (b) any
misrepresentation or breach of any of the representations and warranties
of Customer contained in this Agreement; or (c) any claims which may be
asserted by parties other than Customer who have use of or access to the
Facilities through Customer.
12. ASSIGNMENT:
12.1 Neither this Agreement nor any of Customer's rights or obligations
hereunder may be sold, assigned, sublet, encumbered or transferred by
operation of law or otherwise (hereafter, a "TRANSFER"), without the
prior written consent of Qwest. Any Transfer by Customer without Qwest's
prior written consent shall entitle Qwest, at its option, to: (a)
consider the Transfer void; (b) consent to the Transfer, and hold the
Customer and any transferee(s) liable hereunder; or (c) terminate this
Agreement upon delivering written notice to Customer. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors or assigns. Qwest
may transfer, assign, or otherwise in any manner encumber this Agreement
and its rights and obligations hereunder without the need to obtain
Customer's prior consent.
13. TITLE:
13.1 Customer expressly disclaims any right, title, perpetual right of use or
any other interest in or to any equipment or property used or supplied
by Qwest under this Agreement.
14. WARRANTIES AND LIMITATION OF LIABILITY:
14.1 Qwest warrants that the Facilities shall be provided to Customer and
shall operate in accordance with prevailing telecommunications industry
standards (hereinafter the "TECHNICAL STANDARDS"). If Qwest determines
that the Facilities are not being provided in accordance with the
Technical Standards (hereinafter, a "DEFECT" or "DEFECTS"), Qwest shall
use reasonable efforts under the circumstances to conform the Facilities
to the Technical Standards.
14.2 THE WARRANTIES CONTAINED IN SECTION 14.1 OF THIS SERVICE AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED
OR STATUTORY, INCLUDING WITHOUT
Qwest Communications
7
8
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. QWEST HEREBY SPECIFICALLY DISCLAIMS ANY LIABILITY TO
CUSTOMER FOR INTERRUPTIONS AFFECTING THE FACILITIES FURNISHED HEREUNDER
WHICH ARE ATTRIBUTABLE TO CUSTOMER'S INTERCONNECTION FACILITIES (AS
DEFINED IN SECTION 1.4 OF THE SERVICE AND PRICING EXHIBIT) OR TO
CUSTOMER'S EQUIPMENT FAILURES, OR TO CUSTOMER'S BREACH OF THIS
AGREEMENT.
14.3 IN NO EVENT SHALL QWEST OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER
OR ANY OF ITS AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY FOR: (a) ANY
LOSS OF PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED
OR SUFFERED AS A RESULT OF UNAVAILABILITY OF FACILITIES, PERFORMANCE,
NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER
THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF CUSTOMER ADVISES QWEST
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (b) FOR ANY OUTAGE OR
INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT
CONSEQUENCES THEREOF, EXCEPT AS IS SPECIFICALLY PROVIDED IN SECTION 5 OF
THE SERVICE AND PRICING EXHIBIT REGARDING OUTAGE CREDITS.
14.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY: (a) CUSTOMER
AGREES THAT ITS SOLE REMEDY IN THE EVENT OF ANY BREACH OF THE WARRANTIES
DESCRIBED IN SECTION 14.1 OF THIS SERVICE AGREEMENT SHALL BE THE OUTAGE
CREDITS DESCRIBED IN SECTION 5 OF THE SERVICE AND PRICING EXHIBIT; AND,
(b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF QWEST UNDER THIS
AGREEMENT, INCLUDING ANY OUTAGE CREDITS, EXCEED THE TOTAL PAYMENTS PAID
BY CUSTOMER TO QWEST HEREUNDER.
14.5 Customer acknowledges that Qwest has no ability to independently test or
maintain Facilities between two off net cities. Consequently, if Qwest
provides such Facilities, then notwithstanding anything in this
Agreement to the contrary, Qwest's entire duty with respect to such
Facilities shall be to use its best efforts to test and maintain such
Facilities in accordance with Qwest's Specifications.
15. NON-DISCLOSURE AND PUBLICITY:
15.1 Neither party shall disclose to any third party' the terms and
conditions of this Agreement without the prior written consent of the
other, except that Customer may disclose the terms and conditions of
this Agreement to potential investors in Customer, and Qwest may
disclose the terms and conditions of this Agreement to potential
investors in Qwest. Neither party shall use the other's name in
publicity or press releases without obtaining prior written approval,
which shall not be unreasonably withheld.
Qwest Communications
8
9
QCC Standard Private Line
16. ARBITRATION:
16.1 All disputes which involve amounts reasonably anticipated to be in
excess of Twenty-Five Thousand Dollars ($25,000.00) arising out of or
related to this Service Agreement, shall be determined and resolved by
arbitration in Denver, Colorado, in accordance with the rules of the
American Arbitration Association ("AAA"). The arbitrators shall be
appointed in accordance with the rules then prevailing of the AAA.
16.2 The award rendered by the arbitrator(s) shall be final and binding upon
the parties hereto. Neither party shall have the right to further appeal
or redress the matters arbitrated except for the purposes of obtaining
the judgment rendered by the arbitrator(s). Judgment upon any
arbitration award may be entered and enforced in any court of competent
jurisdiction.
16.3 The parties hereto agree that a prevailing party shall be entitled to
recover all reasonable costs and expenses (including all reasonable
attorney's fees and disbursements) of such arbitration proceeding, as
well as all cost for said proceeding. Such prevailing party shall also
be entitled to reasonable attorney's fees and costs incurred in
enforcing a judgment of the arbitrators separately from and in addition
to any other amount included in such judgment. This Section 16.3 shall
be severable from the other provisions of this Service Agreement and
shall survive and not be merged into any such judgment.
17. USE OF FACILITIES:
17.1 Qwest's obligation to provide the Facilities specified herein is
conditioned upon Customer not allowing the Facilities to be used for any
unlawful purpose: or in violation of any governmental regulations or
authorizations as outlined in Section 8 of this Service Agreement.
18. MISCELLANEOUS:
18.1 Customer shall execute such other documents, provide such information
and cooperate with Qwest, all as may be reasonably required by Qwest in
connection with providing the Facilities.
18.2 Neither this Agreement, nor the provision of Facilities hereunder, shall
create a partnership or joint venture between the parties or result in a
joint communications service offering to any third parties.
18.3 The failure of either party to give notice of default or to enforce or
insist upon compliance with any of the terms or conditions of this
Agreement shall not constitute a waiver of any term or condition of this
Agreement.
18.4 Subject to Section 16 of this Service Agreement, in the event suit is
brought or an attorney is retained by either party to enforce the terms
of this Agreement or to collect any moneys due hereunder or to collect
money damages for breach hereof, the prevailing party shall be entitled
to recover, in addition to any other remedy, reimbursement for
Qwest Communications
9
10
QCC Standard Private Line
reasonable attorneys' fees, court costs, costs of investigation and
other related expenses incurred in connection therewith.
18.5 Customer acknowledges that at least part of the Facilities are or will
be provided through a Qwest "NETWORK MANAGEMENT CENTER" located in
Denver, Colorado. Accordingly, this Agreement shall be construed under
the laws of the State of Colorado without regard to choice of law
principles. Except as is provided in Section 16 of this Service
Agreement, venue and jurisdiction shall lie exclusively with the
District Court in the City and County of Denver.
18.6 No subsequent agreement concerning the Facilities or modification to
this Agreement shall be binding upon the parties unless it is made in
writing by an authorized representative of Customer and an authorized
Representative of Qwest Communications at its headquarters in Denver,
Colorado.
18.7 If any part of any provision of this Agreement shall be invalid or
unenforceable under applicable law, said part shall be ineffective to
the extent of such invalidity only, without in any way affecting the
remaining parts of said provision or the remaining provisions of this
Agreement, and the Customer and Qwest agrees to negotiate with respect
to any such invalid or unenforceable part to the extent necessary to
render such part valid and enforceable.
18.8 The terms and provisions contained in this Agreement that by their sense
and context are intended to survive the performance thereof by the
parties hereto shall survive the completion of performance and
termination of this Agreement, including, without limitation, the making
of any and all payments due hereunder.
18.9 Words having well-known technical or trade meanings shall be so
construed.
18.10 All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be given by: (a) hand
delivery; (b) first-class registered or certified mail with postage
prepaid; (c) overnight receipted courier service; or (d) telephonically
confirmed facsimile transmission, which notice is addressed to the party
at the address set forth below, or such other address as may hereafter
be designated in writing by the party. Notices given in accordance with
this Section shall be effective upon receipt or when receipt is refused.
Qwest Communications
10
11
QCC Standard Private Line
All notices to Qwest shall be addressed to:
Qwest Communications Corporation
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Facsimile: (000)000-0000
Phone: (000)000-0000
Attn.: Carrier Contracts Admin.
All notices to Customer shall be addressed to:
CRL Network Services, Inc.
0 Xxxxxx Xx., Xxxxx 0000
Xxx Xxxxxxxxx XX 00000
Facsimile: 000-000-0000
Phone: 000-000-0000
Attn.: Xxx Xxxxx
The addresses set forth may be changed by appropriate notice to the
other party.
18.11 This Agreement comprises the complete and exclusive statement of the
agreement of the parties concerning the subject matter hereof, and
supersede all previous statements, representations, and agreements
concerning the subject matter hereof.
DATED as of the first date above written.
CRL NETWORK SERVICES, INC.:
By: /s/ XXX XXXXX
--------------------------------
Name: Xxx Xxxxx
Title: President / CEO
Date: October 10, 1997
QWEST COMMUNICATIONS CORPORATION:
By: /s/ XXXX XXXXX
--------------------------------
Name: Xxxx Xxxxx
Title: Sr. Vice President,
Carrier Markets
Date: October 10, 1997
Qwest Communications
11
12
QCC Standard Private Line
EXHIBITS
Exhibit A: Service and Pricing Exhibit to Qwest Private Line Services
Agreement consisting of seven (7) pages, dated October 10, 1997
as well as the following Schedules attached thereto:
Schedule to Exhibit A Pages
--------------------- -----
"A-1" Circuit Listing 1
"A-2" Interval Guidelines 1
"A-3" Technical Specifications 2
Qwest Communications
12
13
QCC Standard Private Line
EXHIBIT "A"
TO
QWEST COMMUNICATIONS
PRIVATE LINE SERVICES AGREEMENT
SERVICE AND PRICING EXHIBIT
This Service and Pricing Exhibit (this "Service and Pricing Exhibit") is
made as of October 10, 1997 with respect to Service Agreement No.
PL-0000346-9710-01-01 (the "SERVICE AGREEMENT") by and between Qwest
Communications Corporation, a Delaware corporation ("Qwest"), and CRL Network
Services, Inc., a California corporation ("CUSTOMER").
1. QWEST SERVICES:
1.1 During the Term of the Agreement, Qwest will provide to Customer
the Facility or Facilities requested by Customer in a Service
Order accepted by Qwest.
1.2 Upon acceptance of a Service Order, Qwest shall notify Customer
of its target date for the delivery of each Facility (the
"ESTIMATED AVAILABILITY DATE"). Any Estimated Availability Date
given by Qwest to Customer shall be subject to Qwest's standard
and expedited interval guidelines, as amended by Qwest from time
to time (the "INTERVAL GUIDELINES"). A copy of Qwest's current
Interval Guidelines are attached hereto as EXHIBIT "X-0" Xxxxx
shall use reasonable efforts to install each such Facility on or
before the Estimated Availability Date, but the inability of
Qwest to deliver a Facility by such date shall not be a Default
under this Agreement. If Qwest fails to make any DS-1 or DS-3
Facility available within sixty (60) days after acceptance by
Qwest of the Service Order with respect to such Facility (or such
greater time as is set forth in the Interval Guidelines), or if
Qwest fails to make any Optical Circuit Facility available within
ninety (90) days after acceptance by Qwest of the Service Order
with respect to such Facility (or such greater time as is set
forth in the Interval Guidelines), Customer's sole remedy shall
be to cancel the Service Order which pertains to such Facility by
ten (10) calendar days prior written notice to Qwest, as is set
forth in Section 8.3 of the Service Agreement.
1.3 At each end of the city pairs (the "CITY PAIRS") on which
Customer orders Facilities, Qwest shall provide appropriate
equipment in its terminal locations necessary to connect the
Facilities to Customer's Interconnection Facilities (as defined
in Section 1.4 of this Service and Pricing Exhibit). If Customer
desires to install its own equipment in one or more of Qwest's
terminals, and Qwest, in its sole discretion, agrees to such
installation, the parties shall execute the Collocation
Agreement.
Qwest Communications
14
QCC Standard Private Line
1.4 Customer agrees that Customer's Interconnection Facilities shall
connect to the Facilities provided by Qwest hereunder at the
network interface points located in the Qwest terminals and
defined in the Specifications (as defined in Section 2.1 of this
Service and Pricing Exhibit). As used herein, the term
"Interconnection Facilities" shall mean transmission capacity
provided by Customer or its third party supplier to extend the
Facilities provided by Qwest from a Qwest terminal to any other
location (e.g., a local access telephone service provided by a
local telephone company).
1.5 Qwest shall use reasonable efforts to order Interconnection
Facilities on behalf of Customer from Customer's designated
supplier, provided that Customer furnishes Qwest with an
acceptable letter of agency. Customer shall be billed directly by
the supplier of such Interconnection Facilities, and shall hold
harmless and indemnify Qwest from any loss or liability incurred
by Qwest as a result of Qwest's ordering Interconnection
Facilities from any third party. Customer may, at its election,
but subject to Qwest's prior written approval, order its own
Interconnection Facilities. If any party other than Qwest
provides Interconnection Facilities, then unavailability,
incompatibility, delay in installation, or other impairment of
Interconnection Facilities shall not excuse Customer's obligation
to pay Qwest all Rates or charges applicable to the Facilities,
whether or not such Facilities are useable by Customer.
2. START OF SERVICES:
2.1 Start of service for each Facility (the "Start of Service Date")
shall begin on the date on which Customer accepts delivery of
such Facility. If Customer fails to give written notice that the
Facility is in material non-compliance with the applicable
standard Qwest network specifications, as modified from time to
time by Qwest (the "SPECIFICATIONS") within five (5) business
days after notification to Customer by Qwest that the Facility is
available, Customer shall be deemed to have accepted such
Facility, and the Start of Service Date shall commence as of the
fifth day following such notification by Qwest. Following notice
by Customer of material non-compliance as set forth above, Qwest
shall promptly take such reasonable action as is necessary to
correct any such non-compliance in the Facility and shall, upon
correction, notify Customer of a new Start of Service Date.
2.2 Notwithstanding anything in Section 2.1 of this Service and
Pricing Exhibit to the contrary, Customer may delay the Start of
Service Date for any Facility for up to thirty (30) days from
Qwest's Estimated Availability Date by written notice to Qwest at
least seventy-two (72) hours prior to any applicable Estimated
Availability Date.
Qwest Communications
2
15
QCC Standard Private Line
3. RATES:
3.1 Qwest shall provide the Facilities at the rates (the "RATES") set
forth in this Section 3 (exclusive of all sales, use, commercial
or other taxes or license fees) and as shown on the Circuit
Listing attached as Schedule "A-I" to this Service and Pricing
Exhibit. The Rates for each Facility also include certain Monthly
Recurring and Non-Recurring charges, all as defined in this
Section 3. Finally, the Rates vary depending on whether the
Facilities are DS-1 or DS-3. Rates do not include local access
connectivity. The Rates shall be as follows:
ON-NET SERVICE
FACILITY TYPE: V & H MILES: RATE PER DS-0 V & H MILES:
DS-1 0-199 $[**]
200+ $[**]
DS-3 0-199 $[**]
200+ $[**]
OFF-NET SERVICE
Individual Case Basis (ICB)
(a) DS-1 FACILITIES RATES FOR IXC:
(i) DS-1 MONTHLY RECURRING CHARGES:
Minimum charge per DS-1 per month: $[**]
(ii) DS-1 NON-RECURRING CHARGES:
$[**] installation charge per DS-1.
(b) DS-3 FACILITIES RATES FOR IXC:
(i) BASE IXC RATES: To be determined by Qwest on a case-by-case
basis, subject to availability from Qwest.
(ii) DS-3 MONTHLY RECURRING CHARGES: Minimum charges per DS-3 per
month: $[**]
(iii) DS-3 NON-RECURRING CHARGES:
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
Qwest Communications
3
16
QCC Standard Private Line
$[**] installation charge per DS-3 for all services and
equipment, or $[**] for 1 year term, or waived for 2 year
term.
(c) OTHER CHARGES:
In addition to the foregoing Facilities Rates for DS-1 and DS-3
Facilities for IXC, Customer shall pay to Qwest the following additional
charges, as applicable, including any and all recurring charges imposed
on Qwest for the handling of calls under this agreement:
(i) OTHER MONTHLY RECURRING CHARGES:
- Mux charges: DS-3 MUX $[**] each
- Channel Bank: each $[**] per month
- DS-1 cross-connect charges: each $[**] month plus any
pass-through charges.
- DS-3 cross-connect charges: each $[**]
- Cross-connect charges: to another CAPS provider
$[**] each
- LTR charges: charges incurred by LECs
will be passed through to
customer to be paid by
customer.
(ii) OTHER NON-RECURRING CHARGES:
- Expedited Order Charges: $[**] each.
- Mux charges: $[**] per DS3 mux.
- DACs rearrangements: each $[**] per DS-1
- Channel Bank: each $[**] installation
- DS-1 cross-connect charges: each $[**] installation
plus any pass-through charges
- Change of order
cross-connect charges: $[**] each DS-3, $[**]
each DS-1
- Pre-engineering cancellation
cross-connect: $[**] each DS-3, $[**]
each DS-1
- Post-engineering
cancellation of cross-connect: $[**] each DS-3, $[**]
each DS-1
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
Qwest Communications
4
17
QCC Standard Private Line
3.2 (INTENTIONALLY DELETED)
4. FACILITY MINIMUM SERVICE TERM:
4.1 Customer acknowledges that the Rates and charges described in
Section 3 of this Service and Pricing Exhibit are based on the
commitment of Customer to utilize the Facilities for a specified
minimum period of time. Therefore, notwithstanding anything in
this Agreement to the contrary, Customer shall be liable for and
shall pay to Qwest all Rates, fees and charges which accrue under
this Agreement for each Facility for the entire Facility Minimum
Service Term (as defined in Section 4.2 of this Service and
Pricing Exhibit) applicable to each such Facility, regardless of
whether or not Customer utilizes all or any part of such Facility
during all or any part of the Facility Minimum Service Term
applicable to such Facility, except as is set forth in Section
4.3 of this Service and Pricing Exhibit.
4.2 The "FACILITY MINIMUM SERVICE TERM" for each Facility, is
defined as follows:
(a) Twelve (12) months from Start of Service Date for
DS-1 Facilities.
(b) Twelve (12) months from Start of Service Date for
DS-3 Facilities.
4.3 Notwithstanding anything in this Agreement to the contrary,
Customer's obligation to pay all Rates, fees and charges which
accrue under this Agreement for each Facility for the entire
Facility Minimum Service Term applicable to each such Facility
shall terminate, as each such Facility, if this Agreement is
terminated during the Minimum Service Term which pertains to each
such Facility: (a) by Customer, pursuant to Sections 8.1(a) or
(b) of the Service Agreement, following a Default by Qwest or an
increase in prices; or (b) by Qwest, pursuant to Section 3.2(b)
of the Service Agreement, if termination by Qwest during the
Minimum Service Term as to the Facility occurs other than because
of a Default by Customer, or 8.2(c) of the Service Agreement, if
Qwest terminates this Agreement because Qwest loses any required
permits. Upon termination of this Agreement for any other reason-
the total of all charges referred to in this Section 4 shall be
at once due and payable, regardless of whether or not all of the
Facilities Minimum Service Terms have expired and may be
collected by Qwest from Customer as a single amount.
5 OUTAGE CREDITS:
5.1 Customer acknowledges the possibility of an unscheduled,
continuous and/or interrupted period of time when a Facility or
Facilities are "UNAVAILABLE" (as
Qwest Communications
5
18
QCC Standard Private Line
defined in the Specifications) (hereafter an "OUTAGE"). In the
event of an Outage, Customer shall be entitled to a credit (the
"OUTAGE CREDIT") determined according to the following formula:
OUTAGE CREDIT = HOURS OF OUTAGE - 2 HOURS X TOTAL MONTHLY CHARGE OF AFFECTED FACILITY
---------------
720 HOURS
5.2 The Outage Credit shall apply to the charges for the total
mileage between end terminals of any Facility affected by an
Outage; provided, however, that if any portion of the affected
Facility remains beneficially used or useable by Customer between
any intermediate terminals (where Customer has installed drop and
insert capability) or end terminals, the Outage Credit shall not
apply to that pro-rata portion of the mileage. The length of each
Outage shall be calculated in hours and shall include fractional
portions thereof. An Outage shall be deemed to have commenced
upon verifiable notification thereof by Customer to Qwest, or,
when indicated by network control information actually known to
Qwest network personnel, whichever is earlier. Each Outage shall
be deemed to terminate upon restoration of the affected Facility
as evidenced by appropriate network tests by Qwest. Qwest shall
give notice to Customer of any scheduled outage as early as is
practicable, and a scheduled outage shall under no circumstance
be viewed as an Outage hereunder.
5.3 Outage Credits shall not be granted if the malfunction of any
end-to-end circuit is due to an Outage or other Defect occurring
in Customer's Interconnection Facilities.
5.4 All Outage Credits shall be credited on the next monthly invoice
for the affected Facility after receipt of Customer's request for
credit. The total of all Outage Credits applicable to or accruing
in any given month shall not exceed the amount payable by
Customer to Qwest for that same month for such Facility.
5.5 The Outage Credit described in this Section 5 of this Service and
Pricing Exhibit shall be the sole and exclusive remedy of
Customer in the event of any Outage, and under no circumstance
shall an outage be deemed a Default under this Agreement.
Qwest Communications
6
19
QCC Standard Private Line
DATED AS OF the first date above-written.
CRL NETWORK SERVICES, INC.:
By:
---------------------------------------
Name: Xxx Xxxxx
Title: President / CEO
Date:
----------------------------------
QWEST COMMUNICATIONS CORPORATION:
By: /s/ XXXX XXXXX
---------------------------------------
Name: Xxxx Xxxxx
Title: Sr. Vice President,
Carrier Markets
Date: 10/16/97
----------------------------------
Qwest Communications
7
20
QCC Standard Private Line
SCHEDULE "A-1"
CIRCUIT LISTING
(SEE ATTACHED EXHIBIT REPORT OR SERVICE ORDER)
(IF THE ABOVE IS NOT PRESENT, WAITING ON CUSTOMER TO SEND SERVICE ORDER.)
1
21
QCC Standard Private Line
SCHEDULE "A-2" TO EXHIBIT A
--------------------------------------------------------------------------------
STANDARD & EXPEDITE INTERVAL GUIDELINES
--------------------------------------------------------------------------------
These are the standard order intervals for Qwest's domestic services. If
you have any questions regarding the interval process, please contact your Sales
Director.
TOTAL SERVICE INTERVAL
IN CALENDAR DAYS
-----------------------------
SERVICE TYPE STANDARD EXPEDITE
------------ -------- --------
OPTICAL:
POP TO POP (OC-3) 28 ICB
POP TO POP (ALL OTHERS) ICB ICB
LOA PROVIDER ICB ICB
LEC TO LEC ICB ICB
CAP TO CAP ICB ICB
CAP TO LEC ICB ICB
CROSS CONNECTS ICB ICB
DS-3:
POP TO POP 24 ICB
LOA PROVIDED 30 ICB
LEC TO LEC 30 ICB
CAP TO CAP 30 ICB
CAP TO LEC 30 ICB
CROSS CONNECTS 14 ICB
DS-1:
POP TO POP 21 ICB
LOA PROVIDED 25 ICB
LEC TO LEC 28 ICB
CAP TO CAP 28 ICB
CAP TO LEC 28 ICB
CROSS CONNECTS 14 ICB
ALL INTERVALS ARE SUBJECT TO NETWORK CAPACITY AND LEC FACILITY AVAILABILITY.
"ICB" means "Individual Case Basis"
"POP TO POP" means Qwest controls CFA.
CAP's: No optical interface anywhere except with MFS & TCG in Los Angeles.
Equipment Plug-ins: Add 2 days.
--------------------------------------------------------------------------------
1
22
QCC Standard Private Line
SCHEDULE A-3 TO EXHIBIT A
TO
QWEST COMMUNICATIONS PRIVATE LINE SERVICE AGREEMENT
TECHNICAL SPECIFICATIONS
1. INTERCONNECT SPECIFICATIONS:
1.1 The customer interconnection point of DS-1 & DS-3 signals at the
Qwest (SPT) location will be at an industry standard (DSX-1) &
(DSX-3) digital cross-connect panels and will be referred to as
Qwest Network Interface in this document.
1.2 The DS-1 & DS-3 signals terminating at the Qwest digital
cross-connect panels will meet the electrical specifications as
defined in AT&T Compatibility Bulletin (CB) Xx. 000, Xxxxx 0,
Xxxxxxx, 0000.
1.3 The Qwest Digital Network will be compatible with the Xxxx
System hierarchical clock synchronization methods and stratum
levels as described in Bellcore Technical Advisory
(TA-NPL-000436).
1.4 Customer equipment must also meet the interconnect
specifications listed above and shall comply with jitter
requirements of AT&T Technical Reference PUB 63411.
2. PERFORMANCE OBJECTIVES:
2.1 DS-1 and DS-3 circuit performance will be measured using two
parameters: Availability and Error-Free Seconds.
2.2 Availability is a measure of the relative amount of time during
which the circuit is available for use. According to CCITT and
ANSI definitions, unavailability begins when the Bit Error Ratio
(BER) in each second is worse than 1.0 E-3 for a period of 10
consecutive seconds.
2.3 The availability objective for DS-1 and DS-3 circuits between
Qwest Network Interface points specified above is to provide a
performance level of 99.85% over a 12 month period. This
excludes any customer provided access links to the Qwest digital
network.
2.4 Outages attributable to incidental damage to or severage of
outside fiber optic cable plant, or scheduled maintenance is
excluded from the performance objective stated above.
2.5 Error-Free Seconds (EFS) and Error Seconds (ES) are the primary
measure of error performance. An Error-Free Second is defined as
any second in which no
1
23
QCC Standard Private Line
bit errors are received Conversely, an Error Second is any
second in which one or more bit errors are received.
3. ACCEPTANCE CRITERIA
The acceptance criteria for DS-1 and DS-3 circuits between Qwest Network
Interface points is to provide the performance levels shown below during a 60
minute test period. If no errors are observed during the first 15 minutes of the
test, the facility may be considered acceptable. Access connections to customer
location will be tested in accordance with Xxxx Publication 62508.
-------------------------------------------------------------------------------
ONE-WAY CIRCUIT DS-3 DS-1
MILEAGE EFS EFS BER
0 - 250 99% 99.7% 6 x 10 (-10)
250 - 1000 98% 99.5% 5 x 10 (-10)
1000 - 4000 96% 99.0% 1 x 10 (-10)
-------------------------------------------------------------------------------
4. OTHER SERVICE OFFERINGS:
4.1 MULTIPOINT-64, 56 KBPS AND FRACTIONAL DS-1 SERVICES are based on
standard 64 Kbps PCM coding and are designed to meet the DS-1
performance objectives above.
4.2 VOICEPAK AND MULTIPOINT-32 service deploy ADPCM transcoders
which transform standard DS-1 signals into compressed format utilizing 32 Kbps
instead of 64 Kbps PCM coding techniques. These systems are not suitable for
data applications.
2
24
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: Requested Due Date: Sales Person: Xxxxx Xxxxxxx
------- ------ ------------------
BILLING INFORMATION
Function Code: [ ] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name: CRL Network Service Cust. #:
----------------------------------- ---------------------
Billing Address:
----------------------------------------------------------------
City: State: Zip:
-------------------------- ----------------- -----------------
Billing Contact: Phone: Fax:
--------------- ----------------- -----------------
Order Contact: Phone: Fax:
----------------- ----------------- -----------------
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
------------------------------------------------------------------------------------------------------------------------
DS-3 944 SFO DEN 1 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
XX-0 000 XXX XXX 1 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
XX-0 000 XXX XXX 0 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: Site:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
City: State: Zip: City: State: Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: 90 day take or pay contract Special Remarks/Comments: Due Dates: SFO-DEN due 3 weeks
begins 1st day of billing - billing begins with after receipt of order. DEN-STL 5/15/98; STL-CHI 7/5/98.
installation of last circuit - ** days free service
for each day circuit install delayed by Qwest.
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
For Customer By: Xxxxx Xxxxx For Qwest By:
--------------- --------------------------
Signature: /s/ XXXXX XXXXX Signature:
--------------------- -----------------------------
Title: Pres. Title:
------------------------- ---------------------------------
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
25
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: 3/30/98 Requested Due Date: Sales Person: Xxxxx Xxxxxxx
------- ------ ------------------
BILLING INFORMATION
Function Code: [ ] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name: CRL Network Services Cust. #:
----------------------------------- ---------------------
Billing Address:
----------------------------------------------------------------
City: State: Zip:
-------------------------- ----------------- -----------------
Billing Contact: Phone: Fax:
--------------- ----------------- -----------------
Order Contact: Phone: Fax:
----------------- ----------------- -----------------
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
------------------------------------------------------------------------------------------------------------------------
XX-0 000 XXX XXX 1 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
XX-0 000 XXX XXX 0 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: Site:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
City: State: Zip: City: State: Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: 90 day take or pay contract Special Remarks/Comments: Due Dates: CHI-DCA 7/5/98;
begins 1st day of billing - billing begins with STL-DAL 5/15/98
installation of last circuit - ** days free service for
each day circuit install delayed by Qwest.
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
For Customer By: Xxxxx Xxxxx For Qwest By:
--------------- --------------------------
Signature: /s/ XXXXX XXXXX Signature:
--------------------- -----------------------------
Title: Pres. Title:
------------------------- ---------------------------------
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
26
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: Requested Due Date: Sales Person:
------- ------ ------------------
BILLING INFORMATION
Function Code: [ ] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [ ] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name: Cust. #:
----------------------------------- ---------------------
Billing Address:
----------------------------------------------------------------
City: State: Zip:
-------------------------- ----------------- -----------------
Billing Contact: Phone: Fax:
--------------- ----------------- -----------------
Order Contact: Phone: Fax:
----------------- ----------------- -----------------
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
------------------------------------------------------------------------------------------------------------------------
DS-3 89 SJO SAC 1 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: Site:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
City: State: Zip: City: State: Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: Billing will not start until Special Remarks/Comments: Credit ** days service for
pending DS-3 network installed by Qwest. This order is each day circuit installed delayed.
ordered under terms agreed to for DS-3 Backbone dated
6/9/98.
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
For Customer By: Xxxxxx Xxxxxxxx For Qwest By:
--------------- --------------------------
Signature: /s/ XXXXXX XXXXXXXX Signature:
--------------------- -----------------------------
Title: V.P./G.M. Title:
------------------------- ---------------------------------
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
27
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: 6/9/98 Requested Due Date: ASAP Sales Person: Xxxxxxx
------ ------ ------------------
BILLING INFORMATION
Function Code: [X] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name CRL Network Services Cust. #: 346
----------------------------------- ---------------------
Billing Address Xxx Xxxxxx Xx. Xxx 0000
----------------------------------------------------------------
Xxxx: San Francisco State: CA Zip: 94108
-------------------------- ----------------- -----------------
Billing Contact: Xxxxx Xxxxxxx Phone: 000-000-0000 Fax: 000-000-0000
--------------- ----------------- -----------------
Order Contact: Xxxxx Phone: 000-000-0000 Fax: 000-000-0000
----------------- ----------------- -----------------
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
------------------------------------------------------------------------------------------------------------------------
XX-0 000 XXX XXX 0 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [X] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: QCC Dallas Site: QCC Chicago
------------------------------------------------ ------------------------------------------------
Address: 0000 Xxxxx Xxxxxx Address: 00 Xxxxx Xxxxxx Xxx. 000 & 614
--------------------------------------------- ---------------------------------------------
City: Dallas State: TX Zip: 75201 City: Chicago State: IL Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ---------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER: MFS
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: Use existing CRL COAX next Special Remarks/Comments: Please provide MFS CFA for
pair available. customer to order IXC cross connect
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
For Customer By: Xxxxxx Xxxxxxxx For Qwest By:
--------------- --------------------------
Signature: /s/ XXXXXX XXXXXXXX Signature:
--------------------- -----------------------------
Title: V.P./G.M. Title:
------------------------- ---------------------------------
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
28
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: 6/9/98 Requested Due Date: ASAP Sales Person: Xxxxxxx
------- ------ ------------------
BILLING INFORMATION
Function Code: [X] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name CRL Network Services Cust. #:
----------------------------------- ---------------------
Billing Address One Kearny St. Ste. 1450
----------------------------------------------------------------
City: San Francisco State: CA Zip: 94108
-------------------------- ----------------- -----------------
Billing Contact: Xxxxx Xxxxxxx Phone: 000-000-0000 Fax: 000-000-0000
--------------- ----------------- -----------------
Order Contact: Xxxxx Phone: 000-000-0000 Fax: 000-000-0000
----------------- ----------------- -----------------
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
------------------------------------------------------------------------------------------------------------------------
DS-3 659 DEN DLS 1 ** ** ** **
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: QCC Denver Site: QCC Dallas
------------------------------------------------ ------------------------------------------------
Address: 000 00xx Xxxxxx Xxx. 000 Address: 0000 Xxxxx Xxxxxx
--------------------------------------------- ---------------------------------------------
City: Denver State: CO Zip: 80202 City: Dallas State: TX Zip: 75201
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: Use existing CRL COAX next Special Remarks/Comments: Use existing CRL COAX next
pair available. pair available.
6/9/98.
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
For Customer By: Xxxxxx Xxxxxxxx For Qwest By:
--------------- --------------------------
Signature: /s/ XXXXXX XXXXXXXX Signature:
--------------------- -----------------------------
Title: V.P./G.M. Title:
------------------------- ---------------------------------
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
