Confidential - WinStar/Xxxxxxxx
WIRELESS FIBERsm IRU AGREEMENT
BY AND BETWEEN
WINSTAR WIRELESS, INC.
AND
XXXXXXXX COMMUNICATIONS, INC.
Effective as of December 17, 1998
TABLE OF CONTENTS
1. DEFINITIONS..................................................................................................1
1.1. Particular Terms...........................................................................................1
1.2. Other Terms................................................................................................4
2. SCOPE AND STRUCTURE..........................................................................................4
2.1. General....................................................................................................4
2.2. Term.......................................................................................................5
2.3. Strategic Relationship.....................................................................................5
3. GRANTS, RIGHTS AND RESPONSIBILITIES..........................................................................6
3.1. WinStar Grant, Rights and Responsibilities.................................................................6
3.2. WinStar Acceptance and Testing.............................................................................7
3.3. Control of Facilities......................................................................................7
3.4. Provisioning of Xxxxxxxx T-1s..............................................................................8
3.5. Service Orders for Xxxxxxxx T-1s...........................................................................9
3.6. Changes in Service Parameters.............................................................................10
3.7. Delivery of Minimum Xxxxxxxx T-1 Inventory................................................................10
4. OTHER PERFORMANCE AND SERVICES..............................................................................11
4.1. Interconnection...........................................................................................11
4.2. Collocation...............................................................................................11
4.3. Maintenance...............................................................................................11
4.4. Routine Maintenance.......................................................................................11
4.5. Non-Routine Maintenance...................................................................................12
4.6. Subcontractors............................................................................................12
4.7. Xxxxxxxx Equipment........................................................................................12
4.8. Performance Standards.....................................................................................12
4.9. Disengagement Assistance..................................................................................12
4.10. Relocation................................................................................................12
4.11. Ancillary Services........................................................................................13
5. CONTRACT ADMINISTRATION.....................................................................................13
5.1. Reports and Meetings......................................................................................13
5.2. Confidentiality...........................................................................................14
6. CHARGES.....................................................................................................16
6.1. General...................................................................................................16
6.2. Taxes.....................................................................................................16
6.3. Pass-Through Expenses.....................................................................................17
6.4. Most Favored Customer Status..............................................................................17
6.5. Benchmarking..............................................................................................18
7. INVOICING AND PAYMENT.......................................................................................18
7.1. Invoicing.................................................................................................18
7.2. Payment Due...............................................................................................18
7.3. Disputed Charges..........................................................................................19
7.4. Late Interest.............................................................................................19
8. COVENANTS, REPRESENTATIONS AND WARRANTIES...................................................................19
8.1. Non-Infringement..........................................................................................19
8.2. Authorization.............................................................................................19
8.3. Wireless Fiber Connectivity...............................................................................20
8.4. Disclaimer................................................................................................20
9. INDEMNIFICATION.............................................................................................20
9.1. Indemnities by Xxxxxxxx...................................................................................20
9.2. Indemnities by WinStar....................................................................................21
9.3. Indemnification Procedures................................................................................22
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10. LIABILITY, RISK OF LOSS AND INSURANCE.......................................................................22
10.1. General Intent............................................................................................22
10.2. Liability Restrictions....................................................................................23
10.3. Insurance Requirements....................................................................................23
10.4. Risk of Loss..............................................................................................24
10.5. Force Majeure.............................................................................................24
11. REMEDIES AND DISPUTE RESOLUTION.............................................................................25
11.1. Cumulative Nature.........................................................................................25
11.2. Informal Dispute Resolution...............................................................................25
11.3. Arbitration...............................................................................................26
11.4. Termination...............................................................................................27
11.5. Suspension of Service.....................................................................................27
11.6. Litigation................................................................................................27
11.7. Continued Performance.....................................................................................28
12. GENERAL.....................................................................................................28
12.1. Binding Nature and Assignment.............................................................................28
12.2. Entire Agreement..........................................................................................28
12.3. Tariff....................................................................................................28
12.4. Consents..................................................................................................29
12.5. Restriction of Transmissions..............................................................................29
12.6. Use and Ownership.........................................................................................29
12.7. Non-Solicitation..........................................................................................29
12.8. Notices...................................................................................................29
12.9. Counterparts..............................................................................................30
12.10. Relationship of Parties...................................................................................30
12.11. Severability..............................................................................................30
12.12. Reasonableness, Consents and Approval.....................................................................30
12.13. Waiver of Default.........................................................................................30
12.14. Survival..................................................................................................31
12.15. Public Disclosures........................................................................................31
12.16. Third Party Beneficiaries.................................................................................31
12.17. Amendment.................................................................................................31
12.18. Order of Precedence.......................................................................................31
12.19. Interpretation............................................................................................32
12.20. Covenant of Good Faith....................................................................................32
LIST OF SCHEDULES AND EXHIBITS
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Schedule A Scope and Services
Exhibit A-1: WinStar Target Markets
Exhibit A-2: Implementation Schedule
Exhibit A-3: Collocation
Exhibit A-4: Standards and Specifications
Exhibit A-5: Hub Implementation Forecast
Exhibit A-6: Xxxxxxxx Connectivity
Schedule B Performance Standards
Schedule C Charges
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WIRELESS FIBERsm IRU AGREEMENT
BY AND BETWEEN
WINSTAR WIRELESS, INC.
AND
XXXXXXXX COMMUNICATIONS, INC.
This WIRELESS FIBER IRU AGREEMENT (including the Exhibits and Schedules
attached hereto, the "Agreement"), effective as of December 17, 1998 (the
"Effective Date"), is entered into by and between WINSTAR WIRELESS, INC., a
Delaware corporation with offices located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("WinStar"), and XXXXXXXX COMMUNICATIONS, INC., a Delaware corporation
with offices located at Xxx Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 ("Xxxxxxxx").
WHEREAS, WinStar is a fixed wireless services telecommunications
provider currently planning to build-out in the domestic major metropolitan
markets set forth in Exhibit A-1;
WHEREAS, Xxxxxxxx is a provider of high capacity long haul fiber optic
network transport and desires to utilize WinStar's Wireless Fiber Connectivity
(as hereinafter defined) in conjunction with its long haul network services; and
WHEREAS, upon the terms and subject to the conditions set forth below,
Xxxxxxxx desires to acquire from WinStar, and WinStar desires to provide to
Xxxxxxxx, an exclusive, indefeasible right to use certain of WinStar's Wireless
Fiber Connectivity on a private, non-common-carrier basis.
NOW THEREFORE, in consideration of the mutual promises set forth below
and other good and valid consideration, the receipt of which is hereby
acknowledged, WinStar and Xxxxxxxx (collectively, the "Parties" and each, a
"Party") agree as follows:
1. DEFINITIONS
1.1. Particular Terms.
As used in this Agreement:
(a) "Acceptance" has the meaning set forth in Exhibit A-4.
(b) "Acceptance Date" means, for each Hub, the date of Acceptance as
provided in Exhibit A-4.
(c) "Acceptance Standards" means the standards set forth in Exhibit
A-4 with respect to the testing of the Hubs.
(d) "Affiliate" means, with respect to any entity, any other entity
that directly, or indirectly through one or more intermediaries,
Controls, or is Controlled by, or is under common Control with,
such entity.
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(e) "Agreement" has the meaning set forth in the preamble to this
Agreement.
(f) "Confidential Information" has the meaning set forth in Section
5.2.
(g) "Control" and its derivatives means legal, beneficial or
equitable ownership, directly or indirectly, of more than fifty
percent (50%) of outstanding voting capital stock (or other
ownership interest, if not a corporation) of an entity or
management or operational control over such entity.
(h) "Cost" means actual, direct costs incurred and computed in
accordance with the established accounting procedures used by
WinStar to xxxx third parties for reimbursable projects. All
Costs shall be computed in accordance with generally accepted
accounting principles. Such actual, direct costs include:
(i) Labor costs, including wages and salaries, and benefits,
plus the overhead allocable to such labor costs (overhead
allocation percentage shall not exceed the lesser of: (i)
the percentage WinStar allocates to its internal projects;
or (ii) thirty percent (30%)); and
(ii) Other direct costs and Out-of-Pocket Expenses on a
Pass-Through Expenses basis (such as equipment, materials,
supplies, contract services, costs of capital, Required
Rights, sales, use or similar taxes, etc.) plus ten percent
(10%) of such expenses, but
(iii) Less any cost or expense reimbursed by a third party.
(i) "Domestic Hub Capacity" means, at the time in question, the
aggregate capacity of WinStar's deployed Hubs within the United
States.
(j) "Effective Date" has the meaning set forth in the preamble to
this Agreement.
(k) "Governmental Authorizations" means all licenses, permits and
authorizations from the Federal Communications Commission,
Federal Aviation Administration, state public utility
commissions, municipal authorities or any other governmental body
that are materially necessary or required for or used in the
business and operations of WinStar or the provision of the
Wireless Fiber Connectivity.
(l) "Hub" has the meaning set forth in Schedule A.
(m) "Indefeasible Right of Use" or "IRU" means an exclusive,
indefeasible right to use the specified Wireless Fiber
Connectivity as contemplated by this Agreement.
(n) "Intellectual Property Rights" means patent, copyright,
trademark, trade secret or other proprietary rights with respect
to any work product in which such rights could inure.
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(o) "Lit Building" means a building that, at the time in question, is
either a Hub provided by WinStar or equipped with a radio
connection to a Hub provided by WinStar utilizing spectrum in
which WinStar holds a license.
(p) "Losses" means all liabilities, damages and related costs and
expenses (including fines, levies, assessments, reasonable legal
fees and disbursements and costs of investigation, litigation,
settlement, judgment, interest and penalties) directly incurred
by a Party.
(q) "Maintenance" means the network operations, administration and
maintenance required for the continued performance of the WinStar
Fiberless Connectivity.
(r) "Minimum Xxxxxxxx T-1 Inventory" has the meaning set forth in
Exhibit A-6.
(s) "Out-of-Pocket Expenses" means reasonable and actual
out-of-pocket expenses incurred by a Party, but not including
that Party's overhead costs (or allocations thereof),
administrative expenses or other xxxx-ups.
(t) "Party" and "Parties" have the meanings set forth in the preamble
to this Agreement.
(u) "Pass-Through Expenses" means certain WinStar expenses, as agreed
to between the Parties in writing, which Xxxxxxxx agrees to pay
directly or reimburse on an Out-of-Pocket Expenses basis.
(v) "Prime Rate" means, in respect of any period, the rate published
as Chase Manhattan's prime rate in the Wall Street Journal, or
any successor publication thereto, from time to time during such
period.
(w) "Pro Rata Share" means a proportion equal, for Xxxxxxxx, to the
Xxxxxxxx Connectivity and, for WinStar, the complement of the
Xxxxxxxx Connectivity.
(x) "Qualified Building" means a building that, at the time in
question, has a verified line of sight (per WinStar's standard
practices) to a Hub provided by WinStar and for which the
necessary Required Rights have been obtained by, or provided to,
WinStar.
(y) "Required Rights" means leases or licenses for access to, and use
of, building roof areas and other antenna staging locations and
interior space and conduit rights as necessary to provide
Wireless Fiber Connectivity to a building.
(z) "Sector" means an area of coverage emanating off a
point-to-multipoint radio on a Hub.
(aa) "Sector Capacity" of any given Hub means, as of the date in
question, the transport capacity of the relevant Sector of that
Hub.
(bb) "Start Date" means, with respect to any Xxxxxxxx T-1, the first
day on which such service is provided.
(cc) "T-1" means a circuit (wire, fiber or spectrum) with a capacity
of 1.544 Mbps.
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(dd) "Term" has the meaning set forth in Section 2.2.
(ee) "Xxxxxxxx" has the meaning set forth in the preamble to this
Agreement.
(ff) "Xxxxxxxx Connectivity" has the meaning given in Exhibit A-6.
(gg) "Xxxxxxxx IRU" has the meaning given in Section 3.1(a).
(hh) "Xxxxxxxx T-1" has the meaning given in Section 3.1(a). Each such
circuit shall traverse any two end-points on the WinStar network
(e.g., at the common space in a Lit Building or at a local
WinStar point of presence) and shall be deemed provided when
approved by Xxxxxxxx in accordance with Section 3.5(e).
(ii) "WinStar" has the meaning set forth in the preamble to this
Agreement.
(jj) "WinStar Equipment" means the telecommunications equipment used
by WinStar to implement the Wireless Fiber Connectivity.
(kk) "WinStar Target Market" means a city listed in Exhibit A-2 where
WinStar has at least one Hub to provide the Wireless Fiber
Connectivity, which list may be amended by WinStar from time to
time with notice to Xxxxxxxx (in accordance with Exhibit A-2).
(ll) "Wireless Fiber Connectivity" means the Wireless Fibersm
connectivity, which WinStar is authorized to provide at certain
licensed radio frequency bandwidths.
1.2. Other Terms.
Other terms used in this Agreement are defined in the context in which
they are used and have the meanings there indicated.
2. SCOPE AND STRUCTURE
2.1. General.
(a) This Agreement sets forth the general terms and conditions under
which WinStar grants Xxxxxxxx specific rights to certain capacity
within the deployed Wireless Fiber Connectivity.
(b) The Parties acknowledge that this Agreement does not grant to
WinStar an exclusive privilege to sell or otherwise provide to
Xxxxxxxx any or all of the transport and services of the type
described in this Agreement. Xxxxxxxx may contract with other
suppliers for the procurement of comparable transport or
services. Subject to the Xxxxxxxx IRU granted by WinStar under
this Agreement, WinStar is not restricted from selling to other
entities any types of transport or services including the types
of transport or services that are provided to Xxxxxxxx hereunder.
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2.2. Term.
The term of this Agreement (the "Term"), with respect to each of the
initial two hundred and seventy (270) Hubs implemented by WinStar,
shall begin on the corresponding Acceptance Date and continue in
effect for twenty-five (25) years from that time.
2.3. Strategic Relationship.
(a) Resale of WinStar Product. Pursuant to terms to be agreed upon by
the Parties after the Effective Date, WinStar will xxxxx Xxxxxxxx
the right to market and promote certain WinStar voice and data
products (e.g., wireless capacity, professional services and
Internet connectivity) through its sales channel.
(b) Xxxxxxxx-Provided Roof Rights and Building Access. If requested
by WinStar, Xxxxxxxx shall grant to WinStar, at no cost,
appropriate roof, riser, conduit rights and interior space (in
each case, in quantities to be mutually agreed upon on a
case-by-case basis) rights to buildings in the United States for
which Xxxxxxxx owns, leases or occupies, in whole or in part,
that Xxxxxxxx can obtain (at reasonable cost) or has such rights.
In addition, Xxxxxxxx shall assist WinStar in obtaining such
rights with respect to other buildings in the United States
leased or occupied, in whole or in part, by Xxxxxxxx or its
Affiliates, including by actively conveying to those Affiliates
the strategic and important nature of the relationship with
WinStar. Xxxxxxxx shall provide (and periodically update as
reasonably requested by WinStar) WinStar with a written list of
the addresses of all such real estate.
(c) Mutual Marketing Support. WinStar will provide Xxxxxxxx
reasonable marketing support in connection with Xxxxxxxx' sale of
the Xxxxxxxx T-1s and other WinStar voice and data products.
(d) Provisioning and Billing OSS. The Parties will work together in
order to interface their then-current provisioning and billing
operational support system information (e.g., network events and
statistics). The reasonable costs associated with these
activities shall be mutually shared between the Parties. If,
after consultation with Xxxxxxxx, WinStar is required to provide
provisioning and billing information unique to Xxxxxxxx'
wholesale activities, the reasonable costs of providing such
information shall be borne by Xxxxxxxx.
(e) Regulatory Assistance. If either Party affirmatively takes a
position in the domestic regulatory environment, it will be in
favor of a level playing field and in support of competition, as
such Party determines in its sole discretion. The Parties shall
periodically (but at least semi-annually) meet to discuss their
plans and objectives with respect to the regulatory environment.
3. GRANTS, RIGHTS AND RESPONSIBILITIES
3.1. WinStar Grant, Rights and Responsibilities.
(a) Effective as of the Acceptance Date, WinStar hereby grants to
Xxxxxxxx an exclusive Indefeasible Right of Use (the "Xxxxxxxx
IRU"), for the purposes described herein, in the Xxxxxxxx
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Connectivity as expressed in T-1 increments over time, as
provided in Exhibit A-6 (the "Xxxxxxxx T-1s"), subject to the
additional limitations set forth in Subsection (c) below. Such
grant does not convey any legal title to any real or personal
property, including the spectrum, physical equipment and
connections used to effect the Domestic Hub Capacity.
(b) Subject to the terms of this Agreement, Xxxxxxxx shall have
exclusive use of the Xxxxxxxx T-1s for any lawful purpose during
the Term.
(c) In addition to the Xxxxxxxx Connectivity limitation set forth in
Section 3.1(a), the Xxxxxxxx T-1s shall be subject to the
following limitations:
(i) Xxxxxxxx T-1s from any Lit Building that is connected to the
WinStar Hub through a point-to-point radio link may go up to
but shall not exceed fifteen percent (15%) of the bandwidth
capacity provided to that building notwithstanding WinStar's
usage of any or all of such capacity in that building.
(ii) Xxxxxxxx T-1s that are to be implemented using
point-to-multipoint links between Lit Buildings in a Sector
and a WinStar Hub may go up to but shall not exceed fifteen
percent (15%) of the relevant Sector Capacity of that Hub
notwithstanding WinStar's usage of any or all of such Sector
Capacity in the Sector.
(iii)For Qualified Buildings lit at Xxxxxxxx' expense pursuant
to Section 3.4(b)(ii), the limitation set forth in
Subsection (c)(i), if applicable, shall be increased to
fifty percent (50%) for buildings lit point-to-point. In
addition, only seventy-five percent (75%) of the Xxxxxxxx
T-1s in such buildings will count towards the Xxxxxxxx
Connectivity limitation set forth in Subsection (a) above.
(iv) In accordance with Section 3.6, each Xxxxxxxx T-1 shall
count against the limitations set forth above for one (1)
year, regardless of whether or not the duration of its
connectivity lasts less than one (1) year. After its first
year of connectivity, each Xxxxxxxx T-1 shall count against
such limitations until disconnected.
(v) Xxxxxxxx may order Xxxxxxxx Connectivity only in multiples
of T-1 line speeds. Orders for line speeds higher than T-1
will count proportionately toward the limitations set forth
in this Subsection (c). For example, a DS-3 will count as
twenty-eight (28) T-1s. Apart from the applicability of the
limitations, the line speeds of the circuits constituting
the Xxxxxxxx Connectivity shall have no effect on the
respective rights and obligations of the Parties.
3.2. WinStar Acceptance and Testing.
(a) As of the Effective Date, Xxxxxxxx hereby agrees that Acceptance
of the initial fifty-seven (57) Hubs (the "Initial Hubs")
deployed by WinStar is deemed to have occurred. WinStar
represents and warrants that the Initial Hubs have met the
Acceptance Standards as of the Effective Date.
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(b) Prior to the use of each Hub deployed by WinStar following the
Effective Date, WinStar will have performed testing procedures in
accordance with Exhibit A-4, which are sufficient to verify
compliance with Acceptance Standards. Acceptance of each such Hub
shall occur as set forth in Exhibit A-4.
3.3. Control of Facilities.
Notwithstanding any other provision of this Agreement, WinStar has and
shall at all times continue to retain control over all FCC licenses,
equipment and facilities subject to this Agreement and shall have, at
all times, required access to all of the equipment and facilities
installed by it pursuant to this Agreement. In exercising this
control, WinStar will not disturb or interfere with the Xxxxxxxx T-1s
without good cause, such as a request from the FCC to shut down
interfering transmissions, emergency service restoration or correction
of other technical problems. WinStar shall provide Xxxxxxxx with as
much prior notice as is reasonably practicable in the case of
emergency disruptions of the Wireless Fiber Connectivity. WinStar
shall, with the reasonable cooperation and assistance of Xxxxxxxx, (i)
operate its business in all material respects in accordance with the
terms of the Governmental Authorizations and (ii) maintain the
validity of the Governmental Authorizations. WinStar agrees to provide
Xxxxxxxx with notice in the event matters come to WinStar's attention
that could materially prevent it from meeting its obligations under
this Agreement. In this regard, WinStar and Xxxxxxxx further agree as
follows:
(a) Xxxxxxxx shall not represent itself as the holder of any FCC
licenses issued to WinStar.
(b) Any communications by either Party with the FCC regarding the
subject matter of this Agreement shall require the other's prior
written approval.
(c) Neither WinStar nor Xxxxxxxx shall represent itself as the legal
representative of the other before the FCC or any state
regulatory body. Except as otherwise required by law, all filings
made before regulatory bodies with respect to WinStar's license
or the services provided hereunder shall be made by and in the
name of WinStar. WinStar and Xxxxxxxx will cooperate with each
other with respect to regulatory matters concerning WinStar's
licenses and the services provided pursuant to this Agreement;
provided, however, this will not relieve WinStar from complying
with the Governmental Authorizations.
(d) Nothing in this Agreement is intended to diminish or restrict
WinStar's obligations as an FCC licensee and both Parties desire
that this Agreement be in full compliance with the rules and
regulations of the FCC and any state or local jurisdiction. If
the FCC or any state regulatory body of competent jurisdiction
determines that any provision of this Agreement violates any
applicable rules, policies or regulations, both Parties shall
bear their respective Pro Rata Share of costs to immediately
bring this Agreement into compliance, consistent with the intent
of this Agreement.
(e) It is expressly understood by WinStar and Xxxxxxxx that nothing
in this Agreement is intended to give to Xxxxxxxx any right that
would be deemed to constitute a transfer of control (as "control"
is defined in the Communications Act of 1934, as amended, or any
applicable FCC rules or case law) of one or more of WinStar's
licenses from WinStar to Xxxxxxxx.
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3.4. Provisioning of Xxxxxxxx T-1s.
Except as otherwise provided in this Section 3.4, WinStar, at its own
expense, shall be solely responsible for obtaining and maintaining all
rights and privileges (including Required Rights, space and power)
that are necessary for WinStar to provide the Xxxxxxxx T-1s to the
WinStar common space.
(a) Subject to the limitations set forth in Section 3.1, Xxxxxxxx may
order T-1s to be connected to any Qualified Building (or a
building that would be a Qualified Building but for the obtaining
of Required Rights). If Xxxxxxxx orders Xxxxxxxx T-1s that are to
be connected to a Lit Building, WinStar will provision, on a
non-discriminatory basis, those T-1s to the common space at no
additional cost with an objective of completing that provisioning
within thirty (30) days from the date of Xxxxxxxx' order.
(b) If Xxxxxxxx orders Xxxxxxxx T-1s that are to be connected to a
Qualified Building (or a building that would be a Qualified
Building but for the obtaining of Required Rights) that is not a
Lit Building:
(i) WinStar shall determine within ninety (90) days of receipt
of notice from Xxxxxxxx whether, in its sole discretion, it
will light such building at its own expense. If WinStar so
elects, that notice shall set forth a target delivery date
and WinStar shall light that building and provision, on a
non-discriminatory basis, the T-1s to the common space with
the objective of completing such activities by the target
delivery date.
(ii) If WinStar elects not to light such building at its own
expense, WinStar will light the building upon Xxxxxxxx'
request, in accordance with a target delivery date
established by WinStar. Xxxxxxxx shall pay for such lighting
at WinStar's Cost of performance. Additionally, in such
event, Xxxxxxxx shall be responsible, with WinStar's
assistance, for obtaining and maintaining, at Xxxxxxxx'
expense, all necessary rights and privileges (including
Required Rights, space and power). Lighting, pursuant to
this Subsection 3.4(b)(ii), of more than five (5) buildings
connected to a single Hub, whether singly or in combination
over any period of time, shall be subject to WinStar's
approval which shall not be unreasonably withheld.
(c) When WinStar lights a building for provisioning a Xxxxxxxx T-1,
Xxxxxxxx will either:
(i) Perform inside wiring for its customers in such building
subject both to obtaining any necessary consents and to
WinStar's then-current installation guidelines and
specifications; or
(ii) Have WinStar perform such wiring at WinStar's Cost.
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3.5. Service Orders for Xxxxxxxx T-1s.
(a) The implementation of a Xxxxxxxx T-1 to a Lit Building shall be
requested on WinStar's Service Order forms in effect from time to
time ("Service Orders"). Each Service Order shall reference this
Agreement. WinStar reserves the right not to accept a Service
Order that does not conform with the terms and conditions of this
Agreement and such non-conforming Service Order shall have no
force or effect hereunder.
(b) Each Service Order will indicate a requested Start Date (the
"Requested Start Date") for the implementation of the Xxxxxxxx
T-1s to a Lit Building, the desired term of the Xxxxxxxx T-1s,
and any other parameters required. WinStar shall acknowledge
receipt of the Service Order, on average, within forty-eight (48)
hours (an "Acknowledgement").
(c) Once a Service Order is placed, Xxxxxxxx may cancel it only by
notice of cancellation not less then ten (10) days prior to
delivery of the corresponding Xxxxxxxx T-1, and payment of any
specified cancellation fee. Xxxxxxxx agrees that the actual
damages in the event of such cancellation would be difficult or
impossible to ascertain, and that the cancellation charge
including those set forth herein is consequently intended to
establish liquidated damages and not a penalty.
(d) Any conflicting, different or additional terms and conditions
contained in Xxxxxxxx' acknowledgment or Service Order or
elsewhere are deemed objected to by WinStar and shall not
constitute part of this Agreement. No action by WinStar
(including fulfillment of such Service Order) shall be construed
as binding or estopping WinStar with respect to such conflicting,
different or additional term or condition, unless the Service
Order containing said term or condition has been signed by an
authorized representative of WinStar.
(e) WinStar shall make reasonable efforts to provide the Xxxxxxxx
T-1s within the service implementation interval set forth in
Section 3.5(b) or by Xxxxxxxx' Requested Start Date. Xxxxxxxx
T-1s shall begin on the date WinStar issues notice that service
is available (the "Start of Service Notice" or "SOSN"),
indicating the Xxxxxxxx T-1 has been tested by WinStar in
accordance with WinStar's standard specifications and that the
service meets or exceeds those specifications.
(f) Xxxxxxxx may reasonably request one or more delays in the
Requested Start Date of a Service Order, a move, or rearrangement
if WinStar receives the delay request at least fifteen (15) days
prior to the Requested Start Date and the requested delay does
not extend the Requested Start Date more than thirty (30) days
from the original date thereof. If Xxxxxxxx delays the Requested
Start Date (or as gauged by the SOSN, if issued for a date after
the Requested Start Date) by more than thirty (30) days, the
Xxxxxxxx T-1s will count against the Minimum Xxxxxxxx T-1
Inventory and the Xxxxxxxx Connectivity for a period of one (1)
year. This count against the Minimum Xxxxxxxx T-1 Inventory and
Xxxxxxxx Connectivity will be effective thirty (30) days after
the Requested Start Date.
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3.6. Changes in Service Parameters.
Following the relevant Start Date for any Xxxxxxxx T-1, Xxxxxxxx may
disconnect or reconfigure that service upon sixty (60) days' prior
written notice. If that action relates to a Xxxxxxxx T-1 that has not
been in place for at least one (1) year from its Start Date, (i) such
Xxxxxxxx T-1 will continue to count against the Minimum Xxxxxxxx T-1
Inventory and Xxxxxxxx Connectivity for the remainder of the one (1)
year period; and (ii) Xxxxxxxx shall also pay WinStar the additional
charges incurred by WinStar that are associated with that
disconnection or reconfiguration. Subsection (ii) shall also apply
with respect to a cancellation as provided in Section 3.5(c).
3.7. Delivery of Minimum Xxxxxxxx T-1 Inventory.
(a) Availability Date. The "Availability Date" shall mean (i) the
Effective Date with respect to the Minimum Xxxxxxxx T-1 Inventory
identified in Exhibit A-6 to be provided to Xxxxxxxx as of the
Effective Date, and (ii) December 31st of each calendar year
following 1998 through the end of the Term with respect to each
annual number of Minimum Xxxxxxxx T-1 Inventory identified in
Exhibit A-6 for such calendar year. The "Deadline Date" shall be
sixty (60) days after the later of (i) such planned Availability
Date or (ii) the planned Availability Date as extended due to
unforeseen events not in the reasonable control of WinStar (other
than as due to WinStar's negligence), Force Majeure events or as
expressly permitted by this Agreement. WinStar shall make
available each of its annual Minimum Xxxxxxxx T-1 Inventories by
the applicable Deadline Date. WinStar shall give Xxxxxxxx as much
prior notice as reasonably possible if, to the best of WinStar's
knowledge, there is a foreseeable risk that it may miss a
Deadline Date for its Minimum Xxxxxxxx T-1 Inventory.
(b) Failure to Meet Deadline Date. If WinStar fails to make available
the Minimum Xxxxxxxx T-1 Inventory by its applicable Deadline
Date, and the Parties are unable, in good faith, to agree to an
alternative Deadline Date, Xxxxxxxx' sole and exclusive monetary
remedy for such failure shall be to obtain Cover (as hereinafter
defined) beginning on the Deadline Date for the number of T-1s
not made available. "Cover" shall be satisfied by obtaining, at
WinStar's expense, the number of T-1s that would have been
available had WinStar made available the entire applicable
Minimum Xxxxxxxx T-1 Inventory. Once WinStar makes such T-1s
available, the Parties will work together to migrate the T-1s to
WinStar at WinStar's sole cost and expense.
4. OTHER PERFORMANCE AND SERVICES
4.1. Interconnection.
(a) With respect to each of the WinStar Target Markets, the Parties
shall mutually determine the most efficient manner of providing
the required connectivity ("Interconnection") between the WinStar
and Xxxxxxxx points of presence, whether through then-existing
installed capacity, implementation of new capacity or third party
arrangements. In addition, the Parties shall set and periodically
review the schedule (timing and priority) of implementation of
those Interconnection facilities and shall adhere to that
schedule in implementing such facilities.
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(b) The Parties shall allocate the costs of each Interconnection
facility as follows:
(i) The Parties shall mutually agree upon a forecast of each
Party's usage of that Interconnection facility during the
first year after implementation (the "Forecast"). The
non-recurring costs associated with the implementation of
that facility and the recurring cost thereof in the first
month of operation (in aggregate, the "Start-up Costs") will
be allocated pro rata between the Parties based upon the
Forecast. One year thereafter the Parties shall re-calculate
the allocation of the Start-up Costs by substituting actual
usage during the preceding year in place of the Forecast.
Based upon that recalculation, Xxxxxxxx shall pay or receive
a refund, in either case equal to the difference between the
initial allocation of the Start-up Costs and the
recalculated amount, plus interest at the Prime Rate for the
applicable period.
(ii) On a quarterly basis, the Parties shall allocate the
periodic recurring costs of that Interconnection facility
pro rata between the Parties based upon actual usage during
the preceding quarter.
(iii)Following the Effective Date, the Parties will mutually
develop appropriate procedures to implement the foregoing.
4.2. Collocation.
Exhibit A-3 sets forth the collocation services, terms and conditions.
4.3. Maintenance.
WinStar shall be responsible for providing maintenance, repair and
testing on all WinStar Equipment used to provide the Xxxxxxxx T-1s, in
accordance with its then-current standard policies and procedures, a
portion of which is attached hereto as Exhibit A-4. Xxxxxxxx is
prohibited from providing any maintenance, repair or testing with
regard to WinStar Equipment.
4.4. Routine Maintenance.
During the Term, WinStar shall perform all required Routine
Maintenance Services at the charges set forth in Schedule C. "Routine
Maintenance Services" means the work specifically identified as
Routine Maintenance Services in Article 5 of Schedule A, provided that
Routine Maintenance Services excludes work for which Xxxxxxxx is
obligated to reimburse WinStar for all or a portion of the Costs
incurred pursuant to other provisions of this Agreement.
4.5. Non-Routine Maintenance.
Xxxxxxxx shall pay its Pro Rata Share of WinStar's direct Costs for
maintenance in respect of the Xxxxxxxx Connectivity other than Routine
Maintenance Services, if the Cost of such work relating to any single
event or multiple related events is greater than Five Thousand Dollars
($5,000.00).
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4.6. Subcontractors.
WinStar may subcontract provisioning, testing, maintenance, repair,
restoration, relocation or other operational and technical services it
is obligated to provide hereunder or may have the underlying facility
owner or its contractor perform such obligations. Such subcontracting
shall not relieve WinStar of any obligations under this Agreement.
4.7. Xxxxxxxx Equipment.
WinStar's maintenance and repair obligations under this Agreement
shall not include maintenance, repair or replacement of Xxxxxxxx'
equipment.
4.8. Performance Standards.
Except as otherwise set forth in Schedule B, for the purpose of this
Agreement the normal standards of performance within the
telecommunications industry in the relevant market shall be the
measure of whether a Party's performance is reasonable and timely.
4.9. Disengagement Assistance.
Upon termination or expiration of this Agreement, WinStar shall
provide Xxxxxxxx and its designated third party providers all
reasonable assistance as necessary to effect a smooth transition to a
new supplier.
4.10. Relocation.
(a) If WinStar determines for bona fide operational reasons, or is
required by a third party acting pursuant to condemnation or
similar authority or by a governmental entity, to relocate all or
any portion of a Hub or any of the facilities used or required in
providing Xxxxxxxx with the Xxxxxxxx IRU, WinStar shall, to the
extent practicable, provide Xxxxxxxx sixty (60) days' prior
notice and shall proceed with such relocation. WinStar shall have
the right to direct such relocation, including the right to
determine the extent of, the timing of, and methods to be used
for such relocation, provided that any such relocation:
(i) Shall be constructed and tested in accordance with the
specifications and requirements set forth in this Agreement
and applicable Exhibits;
(ii) Shall not result in a materially adverse change to the
operations or performance of the Hub, and
(iii) Shall not unreasonably interrupt service on the Hub.
For purposes of this Section 4.10, a WinStar relocation shall be
for bona fide operational reasons if it is undertaken in good
faith (i) to settle or avoid a bona fide threatened or filed
condemnation action or order by a governmental authority to
relocate, (ii) to reduce the likelihood of physical damage, (iii)
as the result of a Force Majeure Event, or (iv) for other
operational reasons to which Xxxxxxxx has consented, provided
that Xxxxxxxx shall not unreasonably withhold such consent.
WinStar shall use reasonable efforts to contest any exercise of
condemnation authority that would require a relocation pursuant
to this Section 4.10.
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(b) Unless such relocation is necessitated by a breach of WinStar's
obligations under this Agreement, Xxxxxxxx shall reimburse
WinStar for the Costs incurred in the same manner and to the same
extent as set forth for reimbursement for Costs of maintenance
other than for Routine Maintenance Services in Section 4.5.
4.11. Ancillary Services.
WinStar may also provide other services to Xxxxxxxx for reasons
including: (a) Xxxxxxxx' request to expedite Xxxxxxxx T-1 availability
to a date earlier than WinStar's published installation interval or a
previously accepted Start Date; (b) Xxxxxxxx T-1 redesign or other
activity occasioned by receipt of inaccurate information from
Xxxxxxxx; (c) Xxxxxxxx' request for use of facilities other than those
selected by WinStar for provision of the Wireless Fiber Connectivity
("facilities" for this purpose shall not include buildings that became
Lit Buildings pursuant to Section 3.4(b)(i)); and (d) other
circumstances in which extraordinary costs and expenses are generated
at the written request of Xxxxxxxx and incurred by WinStar
(collectively, "Ancillary Services").
5. CONTRACT ADMINISTRATION
5.1. Reports and Meetings.
(a) Within thirty (30) days of the Effective Date, the Parties shall
mutually agree upon a set of monthly reports to be issued by
WinStar to Xxxxxxxx. WinStar will provide Xxxxxxxx with suggested
formats for such reports for Xxxxxxxx' review and approval. As
one such report, WinStar will provide a monthly performance
report that describes WinStar's deployment of the Hubs,
availability of the applicable Minimum Xxxxxxxx T-1 Inventory and
a forecast of upcoming WinStar Target Market implementations
(including Hubs, buildings and addresses).
(b) Within thirty (30) days of the Effective Date, the Parties shall
mutually agree upon a set of regular management meetings. WinStar
will prepare and circulate an agenda sufficiently in advance of
each such meeting to give participants an opportunity to prepare
for the meeting and will incorporate into such agenda any items
that Xxxxxxxx desires to discuss. At Xxxxxxxx' request, WinStar
will prepare and circulate minutes promptly after a meeting.
5.2. Confidentiality.
(a) Confidential Information. Xxxxxxxx and WinStar each acknowledge
that they may be furnished with, receive or otherwise have access
to information of or concerning the other Party that such Party
considers to be confidential, proprietary, a trade secret or
otherwise restricted. As used in this Agreement and subject to
Section (c), "Confidential Information" means all information, in
any form, furnished or made available directly or indirectly by
one Party (the "Disclosing Party") to the other (the "Receiving
Party") that (i) concerns the operations, facilities, plans,
affairs and businesses of the Disclosing Party, the financial
affairs of the Disclosing Party, and the relations of the
Disclosing Party with its customers, employees and service
providers, or (ii) is marked confidential, restricted,
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proprietary, or with a similar designation. The terms and
conditions of this Agreement shall be deemed Confidential
Information, but may be disclosed pursuant to this Section 5.2 or
Section 12.15.
(b) Obligations.
(i) Each Party's Confidential Information shall remain the
property of that Party except as expressly provided
otherwise by the other provisions of this Agreement. Each
Party shall each use at least the same degree of care, but
in any event no less than a reasonable degree of care, to
prevent unauthorized disclosure of Confidential Information
as it employs to avoid unauthorized disclosure of its own
information of a similar nature. Except as otherwise
permitted hereunder, the Parties may disclose such
information (A) to their respective directors, officers,
managers, employees, agents, contractors and consultants
(collectively, "Representatives"), (B) to entities
performing services required hereunder only where: (1) use
of such entity is authorized under this Agreement, (2) such
disclosure is necessary or otherwise naturally occurs in
that entity's scope of responsibility, (3) the entity agrees
in writing to assume the obligations described in this
Subsection (b). Any disclosure to such entity shall be under
substantially the same confidentiality terms and conditions
set forth herein.
(ii) Each Party shall take reasonable steps to ensure that its
(and its Affiliates') Representatives comply with this
Subsection (b). In the event of any disclosure or loss of,
or inability to account for, any Confidential Information of
the Disclosing Party, the Receiving Party shall promptly, at
its own expense: (A) notify the Disclosing Party in writing;
and (B) take such actions as may be necessary and cooperate
in all reasonable respects with the Disclosing Party to
minimize the violation and any damage resulting therefrom.
(iii)Either Party may disclose the terms and conditions of this
Agreement to any third party that (A) has expressed a bona
fide interest in consummating a significant financing,
merger or acquisition or other corporate transaction between
such third party and such Party, (B) has a reasonable
ability (financial and otherwise) to consummate such
transaction, and (C) has executed a nondisclosure agreement
that includes within its scope the terms and conditions of
this Agreement and also includes a procedure to limit the
extent of copying and distribution thereof. Each Party shall
endeavor to delay the disclosure of the terms and conditions
of this Agreement until the status of discussions concerning
such transaction warrants such disclosure. In addition,
either party (or either party's Affiliates) may disclose the
terms and conditions of this Agreement as such party deems
appropriate to prepare for IPOs or major corporate
transactions. Any disclosure to such entity shall be
substantially under the same confidentiality terms and
conditions as provided herein.
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(c) Exclusions. "Confidential Information" shall exclude any
particular information that the Receiving Party can demonstrate:
(i) At the time of disclosure, was in the public domain or in
the rightful possession of the Receiving Party;
(ii) After disclosure, is published or otherwise becomes part of
the public domain through no fault of the Receiving Party;
(iii)Was received after disclosure from a third party who had a
lawful right to disclose such information to the Receiving
Party without any obligation to restrict its further use or
disclosure;
(iv) Was independently developed by the Receiving Party without
reference to Confidential Information of the Disclosing
Party; or
(v) Was required to be disclosed to satisfy a legal requirement
of a competent government body; provided that, immediately
upon receiving such request and to the extent that it may
legally do so, the Receiving Party advises the Disclosing
Party promptly and prior to making such disclosure in order
that the Disclosing Party may interpose an objection to such
disclosure, take action to assure confidential handling of
the Confidential Information, or take such other action as
it deems appropriate to protect the Confidential
Information.
(d) No Implied Rights. Nothing contained in this Section shall be
construed as obligating a Party to disclose its Confidential
Information to the other Party, or as granting to or conferring
on a Party, expressly or impliedly, any rights or license to the
Confidential Information of the other Party.
6. CHARGES
6.1. General.
The charging mechanisms and pricing methodologies for Wireless Fiber
Connectivity and maintenance and collocation services are set forth in
Schedule C.
6.2. Taxes.
The Parties' respective responsibilities for taxes arising under or in
connection with this Agreement shall be as follows:
(a) Each Party shall be responsible for personal property taxes on
property it owns or leases, for franchise and privilege taxes on
its business, and for taxes based on its net income or gross
receipts; provided, however, that Xxxxxxxx shall be responsible
for its proportionate share (based upon the proportion of the Hub
or building capacity used for Xxxxxxxx T-1) of any property taxes
(or similar levies) assessed as a result of the implementation of
any Xxxxxxxx T-1.
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(b) Xxxxxxxx shall timely report and pay any and all sales, use,
income, gross receipts, excise, transfer, ad valorem or other
taxes, and any and all franchise fees or similar fees assessed
against it due to the Xxxxxxxx IRU or its use of the Xxxxxxxx
T-1s.
(c) If a sales, use, excise, value-added, services, consumption, or
other tax is assessed on the provision of the Wireless Fiber
Connectivity, Maintenance or any other services, the Parties
shall work together to segregate the payments under this
Agreement into three (3) payment streams:
(i) Payments for taxable items;
(ii) Payments where Xxxxxxxx functions merely as a payment agent
for WinStar; and
(iii) Payments for other nontaxable items.
(d) The Parties agree to cooperate with each other to enable each to
determine more accurately its own tax liability and to minimize
such liability to the extent legally permissible. Each invoice
shall separately state the amounts of any taxes collected. Each
Party shall provide and make available to the other any resale
certificates and other exemption certificates or information
reasonably requested by either Party that is applicable to the
subject matter of this Agreement.
(e) Each Party shall promptly notify the other of, and coordinate the
response to and settlement of, any claim for taxes asserted by
applicable taxing authorities for which the other Party is
responsible hereunder. With respect to any claim arising out of a
form or return signed by a Party to this Agreement, such Party
shall have the right to elect to control the response to and
settlement of the claim, but the other Party shall have all
rights to participate in the responses and settlements that are
appropriate to its potential responsibilities or liabilities.
6.3. Pass-Through Expenses.
For each Pass-Through Expense, if any, WinStar shall review the
invoiced charges and determine whether such charges are proper and
valid. Unless the Parties mutually agree otherwise, Pass-Through
Expenses will be paid directly by Xxxxxxxx.
6.4. Most Favored Customer Status.
(a) Xxxxxxxx T-1s. With regard to the Xxxxxxxx Connectivity, Xxxxxxxx
shall have most favored customer protection as follows:
(i) During the twenty-four (24) months following the Effective Date,
if WinStar enters into an agreement with another party to provide
Wireless Fiber Connectivity and the overall pricing ("Financial
Terms") of such services is not Comparable (as hereinafter
defined) to that provided to Xxxxxxxx pursuant to this Agreement
with regard to the Xxxxxxxx Connectivity, WinStar shall promptly
notify Xxxxxxxx in writing of such more favorable Financial
Terms. WinStar shall be under no obligation to disclose to
Xxxxxxxx the identify of any such third party or any other
provisions of such a contract that are not more favorable than
those provided to Xxxxxxxx. As used in this Section, "Comparable"
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means not less than one-half the price, after adjustments to take
into account all differences attributable to volume, terms and
conditions, advances in technology, passage of time, market
conditions or strategic relationship value.
(ii) If WinStar sells Wireless Fiber Connectivity to a third party on
Financial Terms that are not Comparable to those provided
hereunder, Xxxxxxxx shall be entitled to an adjustment of the
amounts paid with regard to the Xxxxxxxx Connectivity. Such
adjustment shall be equal to twice the aggregate amount necessary
to make the Financial Terms Comparable and shall be credited in
such amounts as correspond to the timing of Xxxxxxxx' payment
obligations hereunder. Upon payment or credit of such adjustment
to Xxxxxxxx, the Financial Terms of this Agreement shall be
deemed to be those more favorable Financial Terms for the purpose
of future applications of this Section. Nothing in this Section
6.4 shall be deemed to require WinStar to sell more Wireless
Fiber Connectivity than the Xxxxxxxx Connectivity.
(b) Excess Connectivity. With regard to Wireless Fiber Connectivity
in excess of the Xxxxxxxx Connectivity or Xxxxxxxx T-1 Ceiling,
as appropriate ("Excess Connectivity"), Xxxxxxxx shall have most
favored customer protection as follows:
(i) During the Term, if WinStar enters into an agreement with another
part to provide Wireless Fiber Connectivity and the Financial
Terms of such services are not Comparable (as hereinafter
defined) to that provided to Xxxxxxxx for Excess Connectivity
pursuant to this Agreement, WinStar shall promptly notify
Xxxxxxxx in writing of such more favorable Financial Terms.
WinStar shall be under no obligation to disclose to Xxxxxxxx the
identity of any such third party or any other provisions of such
a contract that are not more favorable than those provided to
Xxxxxxxx. As used in this Section, "Comparable" means an
equivalent price, after adjustments to take into account all
differences attributable to volume, terms and conditions,
advances in technology, passage of time, market conditions or
strategic relationship value.
(ii) If WinStar sells Wireless Fiber Connectivity to a third party on
Financial Terms that are not Comparable to those provided
hereunder with regard to Excess Connectivity, Xxxxxxxx shall be
entitled to an adjustment. Such adjustment shall be equal to the
amount necessary to make the Financial Terms Comparable and shall
be credited in such amounts as correspond to the timing of
Xxxxxxxx' payment obligations hereunder. Upon payment or credit
of such adjustment to Xxxxxxxx, the Financial Terms of this
Agreement shall be deemed to be those more favorable Financial
Terms for the purpose of future applications of this Section.
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6.5. Benchmarking.
(a) Wireless Fiber Connectivity offered by WinStar in excess of the
Xxxxxxxx Connectivity, if any, shall be of equivalent or better
quality, availability and price when compared to similar
offerings in the marketplace. However, nothing in this Section
6.5 shall be deemed to require WinStar to sell more Wireless
Fiber Connectivity than the Xxxxxxxx Connectivity.
(b) Within 180 days after the Effective Date, the Parties will
jointly establish a benchmarking measurement and comparison
process (the "Benchmarking Process") designed to objectively
evaluate whether the Wireless Fiber Connectivity purchased by
Xxxxxxxx in excess of the Xxxxxxxx Connectivity is of equivalent
or better quality, availability and price as compared to similar
services generally available in the market for similar size and
scope requirements ("Market Level Charges"). The Benchmarking
Process will take into consideration relevant factors such as
quality and delivery terms.
7. INVOICING AND PAYMENT
7.1. Invoicing.
WinStar shall invoice Xxxxxxxx for all amounts due under this
Agreement prior to the payment dates set forth in Schedule C and on a
monthly basis in arrears for all other charges. Each invoice shall
show such details as reasonably requested by Xxxxxxxx, separately
state the amounts of any taxes collected and include the calculations
utilized to establish the charges.
7.2. Payment Due.
(a) Subject to the other provisions of this Article 7, invoices
provided for under Section 7.1 and properly submitted to Xxxxxxxx
pursuant to this Agreement shall be due and payable by Xxxxxxxx
within thirty (30) days after receipt thereof. Any amount due
under this Agreement for which a time for payment is not
otherwise specified shall be due and payable within thirty (30)
days after receipt of a proper invoice for such amount.
(b) To the extent a credit may be due Xxxxxxxx pursuant to this
Agreement, WinStar shall provide Xxxxxxxx with an appropriate
credit against amounts then due and owing; if no further payments
are due to WinStar, WinStar shall pay such amounts to Xxxxxxxx
within thirty (30) days.
(c) Xxxxxxxx shall make payments provided for under this Article 7 or
Schedule C by wire transfer of immediately available funds to the
account or accounts designated by WinStar. All other payments to
be made pursuant to this Agreement may be made by check or draft
of immediately available funds delivered to the address
designated in writing by the other Party (e.g., in a statement or
invoice) or, failing such designation, to the address for notice
to such other Party provided pursuant to Section 12.8.
(d) The first invoice provided under this Agreement shall be due and
payable within sixty (60) days of the Effective Date.
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7.3. Disputed Charges.
Xxxxxxxx shall pay undisputed charges when such payments are due under
this Agreement. Xxxxxxxx may withhold payment of particular charges
that Xxxxxxxx disputes in good faith and for which it promptly gives
written notice to WinStar, stating the details of such dispute. The
Parties shall promptly refer such matter to dispute resolution in
accordance with Section 11.2. If Xxxxxxxx withholds any disputed
charges and such charges are ultimately determined to be proper and
payable to WinStar, Xxxxxxxx shall pay such charges to WinStar plus
interest at the Prime Rate from the date such charges were originally
due until the date such charges are paid. WinStar agrees that no
payment dispute shall be grounds for WinStar to withhold or diminish
the quality or quantity of any of the connectivity and services
provided hereunder.
7.4. Late Interest.
If either Xxxxxxxx or WinStar fails to make any payment under this
Agreement when due, such amounts shall accrue interest, from the date
such payment is due until paid, including accrued interest, at the
Prime Rate.
8. COVENANTS, REPRESENTATIONS AND WARRANTIES
8.1. Non-Infringement.
Each Party represents, warrants and covenants to the other that it
shall perform its responsibilities under this Agreement in a manner
that does not infringe, or constitute an infringement or
misappropriation of, any Intellectual Property Rights of any third
party.
8.2. Authorization.
Each Party represents and warrants to the other that:
(a) It has the requisite corporate power and authority to enter into
this Agreement and to carry out the transactions contemplated by
this Agreement;
(b) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement
have been duly authorized by the requisite corporate action on
the part of such Party;
(c) This Agreement constitutes a legal, valid and binding obligation
enforceable against such party in accordance with its terms;
(d) Its execution of and performance under this Agreement shall not
violate any applicable existing regulations, rules, statutes, or
court orders of any local, state, or federal government agency,
court, or body;
(e) It is not subject to any contractual or other obligation that
would prevent it from entering into this relationship; and
(f) It has not offered or provided any inducements in violation of
law or the other Party's policies of which it has been given
notice, in connection with this Agreement.
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8.3. Wireless Fiber Connectivity.
Excluding services provided by third parties other than WinStar's
subcontractors, WinStar covenants that the Xxxxxxxx T-1s shall be
designed, engineered, installed, constructed and operated in
accordance with the specifications set forth in the applicable
services schedule. WinStar further covenants that it will use its
commercially reasonable efforts under the circumstances to remedy any
delays, interruptions, omissions, mistakes, accidents or errors in the
Xxxxxxxx T-1s provided hereunder and to restore such Xxxxxxxx T-1s to
compliance with the terms hereof.
8.4. Disclaimer.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE
NO WARRANTY TO EACH OTHER OR ANY OTHER ENTITY, WHETHER EXPRESS,
IMPLIED OR STATUTORY, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OF ANY WIRELESS FIBER CONNECTIVITY, XXXXXXXX T-1s,
HUBS, ANCILLARY SERVICES OR ANY OTHER SERVICES PROVIDED HEREUNDER OR
DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES
ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
9. INDEMNIFICATION
9.1. Indemnities by Xxxxxxxx.
Xxxxxxxx agrees to indemnify, defend and hold harmless WinStar and its
Affiliates and their respective officers, directors, employees,
agents, successors, and assigns, from any and all Losses and
threatened Losses arising from, in connection with, or based on
allegations of, any of the following:
(a) Xxxxxxxx' failure to observe or perform its duties or obligations
to third parties (e.g., duties or obligations to subcontractors);
(b) Xxxxxxxx' infringement or misappropriation of any Intellectual
Property Rights of any third party;
(c) Xxxxxxxx' unexcused failure to abide by the terms and conditions
of the business relationship as mutually agreed to by the Parties
in writing;
(d) The death or bodily injury of any agent, employee, customer,
business invitee or any other person to the extent caused by the
tortious conduct of Xxxxxxxx;
(e) The damage, loss or destruction of any real or tangible personal
property to the extent caused by the tortious conduct of
Xxxxxxxx;
(f) Fines, penalties or other amounts payable due to Xxxxxxxx'
violation of applicable laws or regulations; and
(g) Any claim, demand, charge, action, cause of action, or other
proceeding asserted against WinStar but resulting from an act or
omission of Xxxxxxxx in its capacity as an employer of a person.
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9.2. Indemnities by WinStar.
WinStar agrees to indemnify, defend and hold harmless Xxxxxxxx and its
Affiliates and their respective officers, directors, employees,
agents, successors, and assigns, from any and all Losses and
threatened Losses arising from, in connection with, or based on
allegations of, any of the following:
(a) WinStar's failure to observe or perform its duties or obligations
to third parties (e.g., duties or obligations to its customers);
(b) WinStar's infringement or misappropriation of Intellectual
Property Rights of any third party;
(c) WinStar's unexcused failure to abide by the terms and conditions
of the business relationship as mutually agreed to by the Parties
in writing;
(d) The death or bodily injury of any agent, employee, customer,
business invitee or any other person to the extent caused by the
tortious conduct of WinStar;
(e) The damage, loss or destruction of any real or tangible personal
property to the extent caused by the tortious conduct of WinStar;
(f) Fines, penalties or other amounts payable due to WinStar's
violation of applicable laws or regulation; and
(g) Any claim, demand, charge, action, cause of action, or other
proceeding asserted against Xxxxxxxx but resulting from an act or
omission of WinStar in its capacity as an employer of a person.
9.3. Indemnification Procedures.
With respect to third-party claims, the following procedures shall
apply:
(a) Promptly after receipt of notice of the commencement or
threatened commencement of any civil, criminal, administrative,
or investigative action or proceeding involving a claim in
respect of which the indemnitee will seek indemnification
pursuant to this Article 9, the indemnitee will notify the
indemnitor of such claim in writing. No failure to so notify the
indemnitor will relieve the indemnitor of its obligations under
this Agreement except to the extent that it can demonstrate
damages attributable to such failure. Within fifteen (15)
calendar days following receipt of written notice from the
indemnitee relating to any claim, but no later than ten (10)
calendar days before the date on which any response to a
complaint or summons is due, the indemnitor will notify the
indemnitee in writing if the indemnitor elects to assume control
of the defense and settlement of that claim (a "Notice of
Election").
(b) If the indemnitor delivers a Notice of Election relating to any
claim within the required notice period, the indemnitor shall be
entitled to have sole control over the defense and settlement of
such claim; provided that (i) the indemnitee shall be entitled to
21
participate in the defense of such claim and to employ counsel at
its own expense to assist in the handling of such claim, and (ii)
the indemnitor shall obtain the prior written approval, not to be
unreasonably withheld or delayed, of the indemnitee before
entering into any settlement of such claim or ceasing to defend
against such claim. After the indemnitor has delivered a Notice
of Election relating to any claim in accordance with the
preceding paragraph, the indemnitor shall not be liable to the
indemnitee for any legal expenses incurred by the indemnitee in
connection with the defense of that claim. In addition, the
indemnitor shall not be required to indemnify the indemnitee for
any amount paid or payable by the indemnitee in the settlement of
any claim for which the indemnitor has delivered a timely Notice
of Election if such amount was agreed to without the written
consent of the indemnitor.
(c) If the indemnitor does not deliver a Notice of Election relating
to any claim within the required notice period, or ceases to
defend against the claim, the indemnitee shall have the right to
defend the claim in such manner as it may deem appropriate, at
the cost and expense of the indemnitor. The indemnitor shall
promptly reimburse the indemnitee for all such costs and
expenses.
10. LIABILITY, RISK OF LOSS AND INSURANCE
10.1. General Intent.
Subject to the specific provisions of this Article 10, it is the
intent of the Parties that each Party shall be liable to the other
Party for any actual damages incurred by the non-breaching Party as a
result of the breaching Party's failure to perform its obligations in
the manner required by this Agreement.
10.2. Liability Restrictions.
(a) IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF
WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), SHALL A PARTY
BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR
SPECIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
(b) Subject to Subsection (c), below, each Party's total liability to
the other, whether in contract or in tort (including breach of
warranty, negligence and strict liability in tort) shall be
limited to two hundred million dollars ($200,000,000).
(c) The limitation set forth in Subsections (b), above, shall not
apply with respect to: (i) third-party claims subject to
indemnification pursuant to the Agreement; (ii) fees due and
owing under this Agreement at the time of the claim; and (iii)
amounts subject of Cover as provided in Section 3.7(b).
(d) For the purposes of this Section 10.2, all amounts payable or
paid to third parties in connection with claims that are eligible
for indemnification pursuant to this Agreement shall be deemed
direct damages.
22
10.3. Insurance Requirements.
(a) During the Term, WinStar shall have and maintain in force the
following insurance coverages:
(i) Worker's Compensation and Employer's Liability. Worker's
Compensation Insurance in amounts required by applicable law
and Employers Liability Insurance with limits not less than
$1,000,000 each accident. If work is to be performed in
Nevada, North Dakota, Ohio, Washington, Wyoming or West
Virginia, the party shall participate in the appropriate
state fund(s) to cover all eligible employees and provide a
stop gap endorsement for these monopolistic states in
WinStar's Worker's Compensation Insurance Program.
(ii) Commercial General Liability. WinStar shall carry broadform
general liability insurance coverage for property damage,
bodily injury, personal injury, contractual liability and
accidental pollution legal liability with coverage of at
least $10,000,000 per occurrence and in the aggregate. Total
limits can be attained by the inclusion of an
Umbrella/Excess Liability policy.
(iii)Automobile Liability. WinStar shall carry automobile
liability insurance written on the occurrence form of
policy. The policy shall provide for bodily injury and
property damage liability covering the operation of all
automobiles used in connection with performing under the
Agreement and shall provide coverage of at least $2,000,000
per occurrence.
(b) WinStar shall cause its insurers to issue certificates of
insurance evidencing that the coverages required under this
Agreement are maintained in force. The minimum limits of coverage
specified herein are not intended, and shall not be construed, to
limit any liability or indemnity of WinStar under this Agreement.
(c) Nothing in this Agreement shall be construed to prevent WinStar
from satisfying its insurance obligations pursuant to this
Agreement under a blanket policy or policies of insurance that
meet or exceed the requirements of this Article.
10.4. Risk of Loss.
(a) Each Party shall promptly notify the other of any matters
pertaining to any damage or impending damage to or loss of
Wireless Fiber Connectivity known to it that could reasonably be
expected to adversely affect the Wireless Fiber Connectivity.
(b) Each Party shall take all reasonable precautions against, and
shall assume liability for, subject to the terms of this
Agreement, any damage caused by it to the property of the other
Party.
(c) Neither Party shall use, or allow others to use, equipment,
technologies, or methods of operation that interfere in any way
with or adversely affect the Xxxxxxxx Connectivity or the
permitted use thereof by Xxxxxxxx, WinStar or authorized third
parties.
23
(d) Xxxxxxxx shall not cause or permit any part of the Xxxxxxxx T-1s
to become subject to any mechanic's lien, materialman's lien,
vendor's lien or any similar lien or encumbrance whether by
operation of law or otherwise.
10.5. Force Majeure.
(a) No Party shall be liable for any default or delay in the
performance of its obligations under this Agreement if and to the
extent such default or delay is caused, directly or indirectly,
by fire, flood, lightning, earthquake, elements of nature or acts
of God, riots, civil disorders, rebellions or revolutions in any
country or any other cause beyond the reasonable control of such
Party; provided, however, that (i) the non-performing Party is
without fault in causing such default or delay, and (ii) such
default or delay could not have been prevented by reasonable
precautions and cannot reasonably be circumvented by the
non-performing Party through the use of alternate sources,
workaround plans or other means, including means contemplated by
applicable disaster recovery processes or procedures).
(b) In such event the non-performing Party shall be excused from
further performance or observance of the obligation(s) so
affected for as long as such circumstances prevail and such Party
continues to use commercially reasonable efforts to recommence
performance or observance whenever and to whatever extent
possible without delay. Any Party so delayed in its performance
shall immediately notify the other Party by telephone (to be
confirmed in writing within two (2) business days of the
inception of such delay) and describe at a reasonable level of
detail the circumstances causing such delay. The non-performing
party will provide the other party prompt written notice of the
cessation or termination of the force majeure event.
11. REMEDIES AND DISPUTE RESOLUTION
Any dispute between the Parties arising out of or relating to this
Agreement, including with respect to the interpretation of any provision of
this Agreement and with respect to the performance by Xxxxxxxx or WinStar,
shall be resolved as provided in this Article 11.
11.1. Cumulative Nature.
Except as otherwise expressly provided herein, all remedies provided
for in this Agreement shall be cumulative and in addition to and not
in lieu of any other remedies available to either Party at law, in
equity or otherwise.
11.2. Informal Dispute Resolution.
(a) Prior to the initiation of formal dispute resolution procedures
(i.e., arbitration), the Parties shall first attempt to resolve
their dispute at the senior manager level. If that level of
dispute resolution is not successful, the Parties shall proceed
informally, as follows:
24
(i) Upon the written request of either Party, each Party shall
appoint a designated representative who does not otherwise
devote substantially full time to performance under this
Agreement, whose task it will be to meet for the purpose of
endeavoring to resolve such dispute.
(ii) The designated representatives shall meet as often as the
Parties reasonably deem necessary in order to gather and
furnish to the other all information with respect to the
matter in issue that the Parties believe to be appropriate
and germane in connection with its resolution. The
representatives shall discuss the problem and attempt to
resolve the dispute without the necessity of any formal
proceeding.
(iii)During the course of discussion, all reasonable requests
made by one Party to another for non-privileged
non-confidential information reasonably related to this
Agreement shall be honored so that each of the Parties may
be fully advised of the other's position.
(iv) The specific format for the discussions shall be left to the
discretion of the designated representatives.
(b) Prior to instituting formal proceedings, the Parties will first
have their chief executive officers meet to discuss the dispute.
This requirement shall not delay the institution of formal
proceedings past any statute of limitations expiration or for
more than fifteen (15) days.
(c) Subject to Subsection (b), formal proceedings for the resolution
of a dispute may not be commenced until the earlier of:
(i) The designated representatives concluding in good faith that
amicable resolution through continued negotiation of the
matter does not appear likely; or
(ii) Thirty (30) days after the initial written request to
appoint a designated representative pursuant to Subsection
(a), above, (this period shall be deemed to run
notwithstanding any claim that the process described in this
Section 11.2 was not followed or completed).
(d) This Section 11.2 shall not be construed to prevent a Party from
instituting, and a Party is authorized to institute, formal
proceedings earlier to avoid the expiration of any applicable
limitations period, or to preserve a superior position with
respect to other creditors or as provided in Section 11.6(a).
11.3. Arbitration.
If the Parties are unable to resolve a dispute as contemplated by
Section 11.2, and that dispute is not subject to 11.6(a) of this
Agreement, then such dispute shall be submitted to mandatory and
binding arbitration at the election of either Party (the "Disputing
Party") pursuant to the following conditions:
(a) Selection of Arbitrator. The Disputing Party shall notify the
American Arbitration Association ("AAA") and the other Party,
describing in reasonable detail the nature of the dispute, (the
25
"Dispute Notice") and shall request that the AAA furnish a list
of five (5) possible arbitrators who have substantial experience
in the telecommunications industry. Each Party shall have fifteen
(15) days to reject two (2) of the proposed arbitrators. If only
one individual has not been so rejected, that person shall serve
as arbitrator; if two (2) or more individuals have not been so
rejected, the AAA shall select the arbitrator from those
individuals.
(b) Conduct of Arbitration. The arbitrator shall allow reasonable
discovery in the forms permitted by the Federal Rules of Civil
Procedure, to the extent consistent with the purpose of the
arbitration. The arbitrator shall have no power or authority to
amend or disregard any provision of this Section 11.3 or any
other provision of this Agreement. In particular, the arbitrator
shall not have the authority to exclude the right of a Party to
terminate this Agreement when a Party would otherwise have such
right. The arbitration hearing shall be commenced promptly and
conducted expeditiously.
(c) Replacement of Arbitrator. Should the arbitrator refuse or be
unable to proceed with arbitration proceedings as called for by
this Section, such arbitrator shall be replaced and a rehearing
shall take place in accordance with the provisions of this
Section. In such case, the replacement for the arbitrator shall
be either selected by the AAA from the original group of
potential arbitrators that were not rejected by the Parties or,
if there are no such arbitrators available, selected by repeating
the process of selection described in Subsection (a), above.
(d) Findings and Conclusions. The arbitrator rendering judgment upon
disputes between Parties as provided in this Section shall, after
reaching judgment and award, prepare and distribute to the
Parties a writing describing the findings of fact and conclusions
of law relevant to such judgment and award. The award of the
arbitrator shall be final and binding on the Parties, and
judgment thereon may be entered in a court of competent
jurisdiction.
(e) Place of Arbitration Hearings. Arbitration hearings hereunder
shall be held in Chicago, Illinois. If the Parties mutually
agree, arbitration hearings may be held in another location.
(f) Time of the Essence. The arbitrator is instructed that time is of
the essence in the arbitration proceeding, and that the
arbitrator shall have the right and authority to issue monetary
sanctions against either of the Parties if, upon a showing of
good cause, that Party is unreasonably delaying the proceeding.
Recognizing the express desire of the Parties for an expeditious
means of dispute resolution, the arbitrator shall limit or allow
the Parties to expand the scope of discovery as may be reasonable
under the circumstances.
11.4. Termination.
A Party shall not be in material breach of this Agreement unless and
until the other Party provides it written notice of default and the
non-performing party has failed to cure within thirty (30) days after
receipt of such notice. Any event of default may be waived in writing
at the non-defaulting Party's option. Upon the failure of a Party to
timely cure its material breach hereunder within the applicable cure
26
period, the non-defaulting Party shall have the right to (i) terminate
this Agreement or (ii) subject to the terms of this Article 11, pursue
any legal remedies it may have under applicable law or principles of
equity relating to such breach.
11.5. Suspension of Service.
If Xxxxxxxx does not make any undisputed payment of at least One
Hundred Thousand Dollars ($100,000) within thirty days of the payment
due date, WinStar may suspend service to all Xxxxxxxx T-1s upon five
(5) days' prior written notice if Xxxxxxxx does not cure within such
period. If such non-payment continues for more than thirty (30) days
after receipt of such notice, WinStar shall have the right to
terminate this Agreement.
11.6. Litigation.
(a) Immediate Injunctive Relief. The only circumstance in which
disputes between the Parties shall not be subject to the
provisions of Sections 11.2 and 11.3 is where a Party, in good
faith, determines that a temporary restraining order or other
injunctive relief is its only appropriate and adequate remedy. If
a Party seeks immediate injunctive relief and does not prevail in
substantial part, that Party shall pay the other Party's costs
and attorneys' fees to the extent incurred in responding to or
challenging the request for immediate injunctive relief.
(b) Jurisdiction. The Parties consent to the jurisdiction of the
courts of the State of New York and to jurisdiction and venue in
the United States District Court for the Southern District of New
York for all litigation that may be brought with respect to the
terms of, and the transactions and relationships contemplated by,
this Agreement. The Parties further consent to the jurisdiction
of any state court located within a district that encompasses
assets of a Party against which a judgment has been rendered for
the enforcement of such judgment or award against the assets of
such Party.
(c) Governing Law. This Agreement and performance under it shall be
governed by and construed in accordance with the laws of the
State of New York without regard to its choice of law principles.
11.7. Continued Performance.
Each Party agrees to continue performing its obligations under this
Agreement while any dispute is being resolved except to the extent the
issue in dispute precludes performance (dispute over payment shall not
be deemed to preclude performance except as provided in Section 11.5).
12. GENERAL
12.1. Binding Nature and Assignment.
(a) This Agreement shall accrue to the benefit of and be binding upon
the Parties hereto and any purchaser or any successor entity into
which either Party has been merged or consolidated or to which
either Party has sold or transferred all or substantially all of
its assets.
27
(b) Neither Party may, or shall have the power to, assign this
Agreement or delegate such Party's obligations hereunder without
the prior written consent of the other, except to:
(i) An entity that acquires all or substantially all of the
assets of such Party,
(ii) Any Affiliate,
(iii) A successor in a merger or acquisition of either Party, or
(iv) In connection with any financing.
12.2. Entire Agreement.
This Agreement, including any attached Schedules, constitutes the
entire agreement between the Parties with respect to the subject
matter in this Agreement, and supersedes all prior agreements, whether
written or oral, with respect to the subject matter contained in this
Agreement.
12.3. Tariff.
WinStar acknowledges that this is a private non-common carrier
agreement and that any incorporation of WinStar tariff provisions is
done for the convenience of the Parties.
12.4. Consents.
As between the parties, Xxxxxxxx shall be responsible for all
arrangements with copyright holders, music licensing organizations,
performers' representatives or other parties for necessary
authorizations, clearances or consents with respect to transmission
contents.
12.5. Restriction of Transmissions.
Xxxxxxxx will not transmit content that violates applicable law or
carries an unreasonable risk of leading to criminal, civil or
administrative proceedings or investigations against Xxxxxxxx or
WinStar.
12.6. Use and Ownership.
Neither Party shall have any right, title or interest to the equipment
installed by the other Party.
12.7. Non-Solicitation.
Neither Party shall directly or indirectly solicit the other's
employees or contractors without the other Party's written consent,
which shall not be unreasonably withheld.
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12.8. Notices.
All notices, requests, demands, and determinations under this
Agreement (other than routine operational communications), shall be in
writing and shall be deemed duly given (i) when delivered by hand,
(ii) one (1) business day after being given to an express, overnight
courier with a system for tracking delivery, (iii) when sent by
confirmed facsimile with a copy delivered thereafter by another means
specified in this Section, or (iv) four (4) business days after the
day of mailing, when mailed by United States registered or certified
mail, return receipt requested, postage prepaid, and addressed as
follows:
If to WinStar: If to Xxxxxxxx:
WinStar Wireless, Inc. Xxxxxxxx Communications, Inc.
000 Xxxx Xxxxxx Xxx Xxxxxxxx Xxxxxx, Xxxxx 00-0
Xxx Xxxx, XX 00000 Xxxxx, Xxxxxxxx 00000
Attn: EVP, General Counsel Attn: Contract Administration
Facsimile: 212/922-1637 Facsimile: 918/573-6578
With a copy to: With a copy to:
WinStar Wireless, Inc. Xxxxxxxx Communications, Inc.
0000 Xxxxxxxx Xxxx Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxx 00000 Xxxxx, Xxxxxxxx 00000
Attn: VP, Commercial and Attn: General Counsel
Legal Operations
Facsimile: 703/288-6647 Facsimile: 918/573-3005
A Party may from time to time change its address or designee for
notification purposes by giving the other prior written notice of the
new address or designee and the date upon which it will become
effective.
12.9. Counterparts.
This Agreement may be executed in several counterparts, all of which
taken together shall constitute one single agreement between the
Parties hereto.
12.10. Relationship of Parties.
Each Party, in performing hereunder, is acting as an independent
contractor, and such Party's personnel (including its subcontractors)
shall not be considered or represented as employees or agents of the
other Party. Neither Party is an agent of the other and has no
authority to represent that Party as to any matters, except as
expressly authorized in this Agreement.
12.11. Severability.
If any provision of this Agreement conflicts with the law under which
this Agreement is to be construed or if any such provision is held
invalid by an arbitrator or a court with jurisdiction over the
Parties, such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in
accordance with applicable law. The remainder of this Agreement shall
remain in full force and effect.
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12.12. Reasonableness, Consents and Approval.
(a) Where this Agreement requires a Party to assist or
cooperate, such requirement shall not be interpreted to
require materially more than a commercially reasonable level
of effort (i.e. the standard applicable will not be "best
efforts" or "exhausting all available means").
(b) Except where expressly provided as being in the sole
discretion of a Party, where agreement, approval,
acceptance, consent, or similar action by either Party is
required under this Agreement, such action shall not be
unreasonably delayed or withheld. An approval or consent
given by a Party under this Agreement shall not relieve the
other Party from responsibility for complying with the
requirements of this Agreement, nor shall it be construed as
a waiver of any rights under this Agreement, except as and
to the extent otherwise expressly provided in such approval
or consent.
12.13. Waiver of Default.
No waiver or discharge hereof shall be valid unless in writing and
signed by an authorized representative of the Party against which such
amendment, waiver, or discharge is sought to be enforced. A delay or
omission by either Party hereto to exercise any right or power under
this Agreement shall not be construed to be a waiver thereof. A waiver
by either of the Parties hereto of any of the covenants to be
performed by the other or any breach thereof shall not be construed to
be a waiver of any succeeding breach thereof or of any other covenant
herein contained.
12.14. Survival.
No termination of this Agreement shall affect the rights or
obligations of any Party with respect to any other provisions of this
Agreement that contemplate performance or observance subsequent to any
termination or expiration of this Agreement.
12.15. Public Disclosures.
All media releases, public announcements, and public disclosures
relating to this Agreement or the subject matter of this Agreement,
including promotional or marketing material, but not including
announcements intended solely for internal distribution or disclosures
to the extent required to meet legal or regulatory requirements, shall
be coordinated with and shall be subject to approval by both Parties
prior to release.
12.16. Third Party Beneficiaries.
Except as otherwise provided in this Agreement, this Agreement shall
not be deemed to create any rights in third parties, including
suppliers and customers of a Party, or to create any obligations of a
Party to any such third parties.
12.17. Amendment.
(a) This Agreement shall not be modified, amended or in any way
altered except by an instrument in writing signed by both
Parties.
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(b) Unless otherwise expressly permitted in this Agreement, WinStar
shall not make any changes to the Exhibits or Schedules attached
hereto that may have a material adverse impact on the performance
or usability of Xxxxxxxx Connectivity without Xxxxxxxx' prior
written consent.
12.18. Order of Precedence.
In the event of a conflict, this Agreement shall take precedence over
the Schedules attached hereto, and the Schedules shall take precedence
over their attached Exhibits.
This order of precedence may be modified in a subsequently-added
Schedule or Exhibit if this modification is explicitly noted in the
corresponding amendment instrument.
12.19. Interpretation.
(a) Terms other than those defined in this Agreement shall be given
their plain English meaning, and those terms, acronyms and
phrases known in the telecommunications and information
technology services industries shall be interpreted in accordance
with their generally known meanings. Unless the context otherwise
requires, words importing the singular include the plural and
vice-versa.
(b) References to "Article," "Section," "Subsection" and "Schedule"
mean references to an article, section, subsection or schedule of
this Agreement, as appropriate, unless otherwise specifically
stated.
(c) The article and section headings in this Agreement are intended
to be for reference purposes only and shall in no way be
construed to modify or restrict any of the terms or provisions of
this Agreement.
(d) The words "include," "includes" and "including," when following a
general statement or term, are not to be construed as limiting
the general statement or term to any specific item or matter set
forth or to similar items or matters, but rather as permitting
the general statement or term to refer also to all other items or
matters that could reasonably fall within its broadest scope.
12.20. Covenant of Good Faith.
Each Party agrees that, in its respective dealings with the other
Party under or in connection with this Agreement, it will act in good
faith.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
undersigned officers, thereunto duly authorized, as of the date first written
above.
WINSTAR WIRELESS, INC. XXXXXXXX COMMUNICATIONS, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxx
By: -------------------------------------------- By: ----------------------------------------
Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx
Name: -------------------------------------------- Name: ----------------------------------------
Vice President President, Xxxxxxxx Network
Title -------------------------------------------- Title: ----------------------------------------
December 17, 1998 December 17, 1998
Date: -------------------------------------------- Date: ----------------------------------------
Schedule A - Scope and Services
WinStar Network Description
1. Current WinStar Wireless Topology, Network Building Blocks and Elements.
Set forth below is a general description of WinStar's network:
1.1. Network Building Blocks.
The current WinStar network consists of independent voice and data
networks. The voice network is entirely time-division multiplexed
("TDM") based while the data network is a combination of TDM and
packet technologies. The network elements of the voice and data
networks are being physically collocated to afford all of WinStar's
customers the opportunity to access all products and services in a
seamless manner. The WinStar network comprises the following major
building blocks:
(a) Central Offices. The Central Office is the service node for all
voice and data services. It houses a voice switch, an ATM switch,
frame relay switch, milliwave radios, transmission gear, host
loop carrier equipment, distribution frames and all necessary
power, network management devices, data service gateways, HVAC
and environmental controls. Many Central Offices also serve as
Hubs, as defined below.
(b) Hubs. A "Hub" is a Lit Building that serves as an access node in
a particular WinStar Target Market that contains milliwave
radios, host loop carrier equipment, transmission gear,
distribution frames, network management devices and related
necessary power, HVAC and environmental controls. In implementing
a Hub, WinStar seeks to have an average of ten (10) buildings
with line of sight and in range of the Hub.
(c) Lit Buildings. A Lit Building that houses milliwave radios,
remote loop carrier equipment, intra-building connectivity
facilities and/or gear to reach WinStar's customer demarcation
point and all necessary power. A Lit Building can also serve as a
Hub in a reduced configuration.
(d) Collocation Sites. WinStar physically or virtually collocates
subscriber loops and transmission/mux gear with LECs, IXCs and
CAPs. WinStar uses LECs and CAPs to access unbundled loops and
T1/T3 facilities for the provisioning of service to WinStar
customers.
(e) Data-Only Points. In some markets, there may be WinStar services
deployed that are not built around a 5ESS anchor. These markets
may also require a Central Office environment with engineered
access, power, transmission and switching.
1.2. Topology.
The network topology currently consists of a centralized switching
platform that provides all of the features, services and switching
functionality for all customers in a particular network serving area.
Each switch delivers services to and from WinStar customers through
interconnect facilities to and from the LEC, IXCs and Internet Peering
Points to which WinStar has connections. Today, Switches may connect
to Hubs in both a hub-and-spoke and ring topology. Hubs connect to Lit
Buildings in a hub-and-spoke topology.
1.3. Switching.
The voice network today consists of Lucent 5ESS switches, typically
deployed one per city and operated as the centralized switching
platform for the entire market. All switches provide local service
through interconnect arrangements with the incumbent LEC. All WinStar
switches provide long distance service to WinStar local customers and
most switches provide long distance services to WinStar switched
access long distance customers. The data network consists of Newbridge
36170 ATM switches and Cascade 9000 frame relay switches in the
Central Office.
1.4. Interconnect.
The Interconnect facilities are the physical connections from
WinStar's switches to other carrier networks for the provisioning of
services to WinStar customers. These facilities connect to the LECs,
IXCs, Internet Peering Points, carrier hotels (locations with a large
concentration of carrier POPs) and CAPs. The capacity of the
interconnect facilities varies from T-1 to multiple OC-12 and OC-48.
The interconnect network can consist of any component of the
transmission facilities, as described below.
1.5. Transmission.
The transmission network provides connections from the Switch to the
Hubs, Collocation sites and Switches in other WinStar network serving
areas. The capacity of the transmission facilities varies from T-1 to
multiple OC-12 and OC-48. The transmission network can consist of:
(a) Leased telco facilities on copper or fiber;
(b) Point-to-point milliwave radio facilities operating on
WinStar-licensed radio frequency bands; or
(c) Fiber that has been procured through long-term IRUs and uses
optronics owned and operated by WinStar.
1.6. Access.
The access network provides connections from Lit Buildings to Hubs and
switches. Although fiber or other telco facilities may be used, the
preferred and most widely used access medium is Wireless Fiber
Connectivity. In these cases, the access used is dedicated, TDM-based,
point-to-point milliwave radio facilities operated on primarily the 28
and 38 GHz bands licensed by WinStar. WinStar does use other radio
bands if and when they are available and appropriate. The geographical
coverage areas, as defined and authorized by the FCC where WinStar has
38 GHz licenses, are called Licensed Serving Areas ("LSAs"). The
geographical coverage areas authorized by the FCC and where WinStar
has 28 GHz licenses are called Basic Trading Areas ("BTAs").
1.7. CTE/CPE.
The CTE/CPE employed today consists of channel banks, digital loop
carrier equipment, DSUs, routers, bridges and hubs. Most Lit Buildings
have loop carrier equipment deployed as a matter of course to
provision voice services. Other devices are selected and deployed at
the time of customer order based on the services to be offered to the
customer.
2. WinStar Network Services
WinStar has entered into this Agreement solely for the provisioning of
wireless local loop access to Xxxxxxxx. However, the Winstar network
does offer a wide range of additional communications services which may
be of interest to Xxxxxxxx in the future including: local voice, long
distance voice, network transport, Internet services, LAN/WAN
integration, and other professional services. This functionality is
outlined below for informational purposes only.
2.1. Domestic Voice Functionality.
Voice service products may or may not be tariffed. Tariffed services
must interoperate and interwork with other like tariffed services, if
offered, from incumbent carriers in a service area. On a
service-by-service basis, non-tariffed enhanced services may or may
not interwork or interoperate with other non-tariffed like offerings
in a service area. Such products include: Basic and Enhanced Voice,
CLASS, Operator services, Directory services, 911 services, Local
switching (Class 5), AIN, LD switching (Class 4) and IN, Least Cost
Routing, DXC Access integration, 800/888 services, Information/900
services, Centrex, ISDN, Call center outsourcing services,
Network-based voicemail, Voice conference services, Voice network
design, outsourcing services, CPE and PBX CTI.
2.2. Domestic Data Functionality.
Data service products may or may not be tariffed. Tariffed services
must interoperate and interwork with other like tariffed services, if
offered, from incumbent carriers in a service area. On a service by
service basis, non-tariffed enhanced services may or may not interwork
or interoperate with other non-tariffed like offerings in a service
area. Such products include: Point to Point Connectivity, Internet
Access, UseNet groups, Web hosting, e-commerce, VPN connectivity,
Email, Network Notes services, IP telephony/fax, Multimedia and video,
IP multimedia conferencing services, CPE, WAN professional services,
LAN professional services, security services, E Commerce, Web/Intranet
systems integration, Private Peering, Customer Network Management,
TCP/IP, Frame Relay and X.25 / SNA integration.
3. Planned WinStar Network Evolution.
WinStar anticipates certain changes in the topology of the network as
new technologies and network elements may evolve. While this section
sets forth the anticipated network evolution, the final architecture
will depend on future requirements, cost and availability of access and
transmission bandwidth, technologies and services.
It is WinStar's intention to merge voice and data services into common
local infrastructure where these service share common "Next Generation"
network elements. In addition, a common inter-city transport network is
required to support combined voice and data functionality. This
integrated metropolitan and national network will employ technology as
determined by WinStar.
3.1. Switching.
The network today consists of a centralized switching topology
connected to access nodes via transmission facilities. This topology
is expected to gradually evolve to a more distributed switching
architecture whereby many former access nodes become service nodes.
(a) The building blocks formerly referred to as switches, and perhaps
several of the Hubs, will become Integrated Core Service Nodes
("ICSNs"). The ICSN may contain many of the same network elements
as it did before, however it will now be configured and
integrated in a manner such that the provisioning of service and
utilization of transmission and access facilities will become
more efficient and seamless relative to the voice, data and video
services provided. Also, it is anticipated that there will be
more than a single ICSN in a particular market, which will offer
additional efficiencies via more localized, multiple interconnect
facilities to other carrier networks.
(b) Hubs that do not qualify as ICSNs because of traffic density or
operating costs will become Integrated Edge Service Nodes
("IESNs"). The IESN will be much like the ICSN, but it will not
have direct interconnect facilities to other carrier networks and
the switching functionality will be less sophisticated.
3.2. Interconnect.
The interconnect facilities defined in the previous section are
expected to evolve in three major ways:
(a) Facilities will migrate from hard partitioning for voice and data
services to clear pipes over which voice and data traffic will be
transported via packet technologies;
(b) With the addition of new, distributed service nodes, there will
be multiple interconnection points to other carrier networks from
the numerous ICSNs as opposed to a single interconnect point with
the centralized switching architecture; and
(c) The Interconnect facilities will continue to use the mediums as
previously described but the use of WinStar fiber procured
through long-term IRUs and using optronics owned and operated by
WinStar is expected to increase. Also, it is anticipated that
long-term trends in bandwidth requirements and increased WinStar
market share will drive the capacity of these facilities much
higher than today.
3.3. Transmission.
Fundamental to advanced services is the deployment of optical
networking solutions in the network (locally and nationally),
switching and restoration capabilities for multiple optical rings, and
the appropriate terminating equipment required to deliver services to
WinStar customers. Network bandwidth requirements are expected to
increase to multiple OC-192s in the coming years in order to support
rapidly expanding Internet Protocol (IP) traffic. IP traffic is
expected to be pervasive in the local loop, over radio facilities and
in the long haul network. The Transmission network is expected to
evolve in the following ways:
(a) The topology will migrate from a hub-and-spoke topology to a ring
and/or mesh topology where it is determined to be the most
cost-effective and efficient solution;
(b) The physical provisioning that is required today will be greatly
reduced and gradually replaced by logical and virtual
connections; and
(c) The transmission facilities will continue to use the mediums as
previously described but the use of WinStar fiber procured
through long-term IRUs and using optronics owned and operated by
WinStar is expected to increase dramatically. Also, it is
anticipated that long-term trends in bandwidth requirements and
increased WinStar market share will drive the capacity of these
facilities much higher than today.
3.4. Access.
The Access network is expected to evolve in the following ways:
(a) The access network medium will become increasingly more dependent
on wireless vs. leased telco facilities as the number of Lit
Building and Hub leases increases which in turn will greatly
increase the number of constructed wireless access points;
(b) The wireless access medium will allow dynamic allocation of
bandwidth over the air interfaces via packet technologies;
(c) Increased bandwidth requirements and new technologies for
advanced services will cause the average wireless bandwidth per
building to increase from 8xT1 and DS-3 bandwidth to OC-3 speeds
and higher;
(d) New point-to-multipoint radio technologies will become
commercially available and offer "sharing" or "trunking" of
WinStar's wireless spectrum to multiple Lit Buildings
simultaneously with an air interface that has evolved from TDM to
packet technologies. The Access network will become a hybrid
wireless network consisting of a combination of dedicated
high-capacity point-to-point radio and point-to-multipoint radio
technologies; and
(e) As WinStar's business needs arise, WinStar may attempt to acquire
bandwidth in different portions of the wireless spectrum, which
will create opportunities for new Access topologies and schemas.
3.5. CTE/CPE.
The CTE/CPE employed today is expected to change dramatically to
integrated edge devices and customer premises equipment, which will
provide flow-through logical and virtual provisioning as a much more
graceful solution to the current challenges of physical provisioning
of broadband integrated voice, data and video services. These edge
devices, unlike today's solutions, will be deployed as a matter of
course based on the expectation that cost-effective solutions will be
developed to justify doing so.
4. WIRELESS FIBER CONNECTIVITY
4.1. General Description.
This section outlines the scope of work for WinStar to provide
Xxxxxxxx T-1s over Wireless Fiber.
(a) Design.
The Xxxxxxxx T-1s will be implemented using a milliwave radio
system that consists of two (2) separate terminals operating in
the same frequency band on complementing transmit and receive
frequencies. Each WinStar milliwave radio system consists of an
antenna and mount, outdoor unit ("ODU"), indoor unit ("IDU") and
IDU-to-ODU interconnect cable. Each radio system connects a Hub
and a Lit Building via 38 Ghz circuits in a point-to-point or
-multipoint configuration. Wireless Fiber links are engineered to
perform at 99.999% availability using RF engineering tools and
applicable standards for atmospheric conditions. The Hub, in
turn, connects to a WinStar metropolitan area network ("MAN"),
which, in turn, connects to the local WinStar point of presence
in a given metropolitan area.
The ODU is designed to be mounted either directly to the antenna
on an antenna mount assembly or, depending on the model, remotely
from the antenna. The IDU is designed to be mounted in a standard
nineteen inch (19") EIA relay rack or in an enclosed lockable
cabinet in a designed secure location. Prior to the installation
of a WinStar milliwave radio system, the proposed installation
site shall be site surveyed, engineered and documented.
(b) Network Architecture.
(i) Hubs and Lit Buildings communicate via multiple DS3/DS1
radio links in the 38-40 Ghz portion of the spectrum. The
Hubs function as concentrators for these milliwave links,
providing DS3 or DS1 service for Lit Buildings within the
Hub service area. The traffic from the Lit Buildings will be
bundled into multiple DS3 links over a fiber SONET ring
backbone, or connected by lower frequency radio shots (i.e.,
18 and 23 Ghz currently and 6 and 11 Ghz in the future).
(ii) The network architecture features Lit Buildings as customer
access points for traffic, with Hubs transmitting and
receiving traffic from Lit Buildings via milliwave links.
Hubs concentrate, transmit and receive that traffic over
fiber links to central office switch sites, other Hubs and
points of collocation (each a point of presence).
4.2. Equipping and Commissioning of Qualified Buildings.
The following outlines the scope of work required to "light" a
Qualified Building.
(a) Before installing a radio terminal, WinStar must perform the
following activities:
(i) Perform a site survey to assess installation requirements,
(ii) Prepare radio path calculations for terminal parameter
settings,
(iii) Prepare radio common space for installation as required,
(iv) Install electrical power per specifications,
(v) Install cabinet(s) and radio(s) with all necessary
x-connects, mux equipment if applicable and power
distribution,
(vi) Install waterproof sleeves at the building's roof-to
interior penetration point,
(vii) Assemble and install the antenna mount in the position
identified during the construction survey to ensure line of
sight to the Hub facility,
(viii) Ground mount per local practice,
(ix) Install coaxial cable (plenum rated, if required) between
common equipment location and the antenna mount,
(x) Identify inside wiring distribution pathways, and
(xi) Core drill verticals if required and sleeve.
(b) Typically, WinStar installs five (5) coaxial cables from the roof
mount to the interior equipment location, four (4) dedicated to
radio, and one (1) spare. The maximum allowable IDU-to-ODU cable
length is one thousand feet (1,000').
(c) WinStar shall install lightning arrestor/surge protectors near
the point of building penetration. WinStar will obey local codes
or building management rules that require conduit or other
deviation from standard practices. WinStar shall verify an
internal distribution path for inside wiring through telco risers
and establish cable paths sufficient for vertical distribution as
identified by the Site Survey.
(d) Lit Building Power Requirements
WinStar will use the Reltec/Lorain MZ-60 rectifier
battery-backed-up system as the standard power supply for Lit
Buildings. Such a -48VDC power system shall supply between 10 and
60 amps DC. The system shall accept various AC feeds depending on
site requirements.
(i) WinStar shall determine the building rectifier and AC power
requirements during the preliminary site evaluation phase.
WinStar shall install one (1) 120 or 240 VAC, 20-50 amp
single phase circuit per MZ-60 power plant. The circuit
shall terminate into a NEMA L5-20-50 Twistlock female
connector and shall be mounted in an electrical outlet box.
The male connector shall be supplied on a pre-manufactured
power cord for the rectifier assembly.
(ii) WinStar shall install one (1) 120 VAC, 20 amp single-phase
circuit. The circuit shall terminate into a NEMA L5-20
Twistlock female connector, mounted in an electrical outlet
box. This Circuit shall be used for the internal AC outlet
strip, which shall host the cabinet fan assembly power plant
requirement. It may also supply power to future equipment,
test equipment and PCs that maintain the network. The male
connector for the cord of the AC outlet strip shall be
changed to a NEMA L5-20 Twistlock Male Connector. Such
connector shall be assembled during the equipment
reconfiguration. WinStar shall provision one (1) 20 amp
circuit for every three (3) cabinets on a site. The AC
outlet strips may be connected in series, in-between
cabinets.
(iii) WinStar shall install the outlet boxes no lower than
eighty-four inches (84") from the base of the floor and not
more than eight feet (8') from the cabinet location.
4.3. Test, Turn-up and Certification.
Upon completion of the installation, WinStar will perform testing,
turnup and certification of the radio link per the standards in
Exhibit A-4 to ensure that the link meets WinStar specifications, the
link has been documented appropriately and can be monitored from the
WinStar Network Management Center. At this point the building is ready
for provisioning.
4.4. Provisioning of Access to Lit Buildings.
Upon receipt of an order for Xxxxxxxx facility, WinStar will:
(a) Complete order entry into the provisioning system,
(b) A provisioner will complete circuit design and create a Circuit
Layout Record (CLR) which represents the cross-connects and
assignments for the circuit for record keeping, installation and
maintenance purposes,
(c) An installation technician will be dispatched to the WinStar
switch, Hub(s) and Lit Building to complete the cross-connects,
assignments and configure the circuits
(d) Lit Buildings shall be connected to Hubs via 38 Ghz radio links.
Hubs shall be connected to the switch and other hubs using leased
facilities, radio links or WinStar fiber
(e) The circuit will be tested and delivered as a T1facility,
typically ESF/B8ZS or as otherwise directed by Xxxxxxxx, and
terminated in the WinStar common space unless otherwise
contracted in advance by Xxxxxxxx,
(f) Xxxxxxxx shall test and approve the circuit according to Exhibit
A-4
5. Operations and Routine Maintenance Services.
Upon approval of the circuit by Xxxxxxxx, WinStar will provide
monitoring and Routine Maintenance Services (as described below) of the
circuit in accordance with the Agreement and Schedule B. "Routine
Maintenance Services" will consist of the following:
5.1. Support Services.
(a) NCC Functions. WinStar shall operate a manned Network Control
Center ("NCC") twenty-four (24) hours a day, seven (7) days a
week that monitors the Wireless Fiber Connectivity by means of
remote surveillance equipment and dispatches maintenance and
repair personnel to handle and repair problems detected through
by the NCC or reported to WinStar. WinStar shall provide Xxxxxxxx
a toll-free telephone number to report problems to the NCC.
(b) Site Maintenance. WinStar shall perform appropriate routine
maintenance on WinStar Equipment, including the DC power plant,
HVAC equipment, radios and basic building safety equipment
including alarms and emergency generators in accordance with
WinStar's then current preventative maintenance procedures.
WinStar's preventative maintenance procedures shall not
substantially deviate from industry practice.
(c) Equipment Spares. WinStar shall maintain an inventory of spare
WinStar Equipment at strategic locations to facilitate timely
restoration.
5.2. Planned Network Maintenance Activity
(a) WinStar shall avoid performing maintenance between 0600-2200
local time, Monday through Friday, inclusive, that will have a
disruptive impact on the continuity or performance level of the
Xxxxxxxx T-1s. However, the preceding sentence does not apply to
restoration during emergency situations, restoration of service
or correction of potential jeopardy conditions.
(b) WinStar shall provide Xxxxxxxx with telephone, facsimile, or
written notice of all non-emergency planned network maintenance
(a) no later than three working days prior to performing
maintenance that, in its reasonable opinion, has a substantial
likelihood of affecting Xxxxxxxx'x traffic for up to thirty
seconds, and (b) no later than ten working days prior to
performing maintenance that, in its reasonable opinion, has a
substantial likelihood of affecting Xxxxxxxx'x traffic for more
than thirty seconds. If WinStar's planned activity is canceled or
delayed, WinStar shall promptly notify Xxxxxxxx and shall comply
with the provisions of the previous sentence to reschedule any
delayed activity.
5.3. Miscellaneous
(a) WinStar's maintenance employees shall be available for dispatch
twenty-four (24) hours a day, seven (7) days a week. WinStar
shall use commercially reasonable efforts to have its first
maintenance employee at the site requiring an emergency
maintenance activity within four (4) hours from the time of alarm
identification by WinStar's NCC or notification by Xxxxxxxx,
whichever occurs first. Emergency maintenance is defined as any
service affecting situations requiring an immediate response.
(b) In performing its services hereunder, WinStar shall take
workmanlike care to prevent impairment to the signal continuity
and performance of the Xxxxxxxx T-1s. In addition, WinStar shall
reasonably cooperate with Xxxxxxxx in sharing information and
analyzing the disturbances regarding the Xxxxxxxx T-1s.
(c) WinStar shall, at Xxxxxxxx'x request, provide Xxxxxxxx an
operations escalation list for shall use in reporting and seeking
redress of exceptions noted in WinStar's performance of Routine
Maintenance and Non-Routine Maintenance.
Exhibit A-1
Winstar Target Markets
WinStar Networked Cities
Targeted WinStar Markets.
As of the Effective Date, WinStar anticipates that the Targeted
WinStar Markets will be the following (as listed in alphabetical
order):
1. Atlanta, GA* 26. Minneapolis/St. Xxxx, MN*
2. Austin, TX 27. Nashville, TN
3. Baltimore, MD* 28. New Orleans, LA
4. Boston, MA* 29. New York City, NY*
5. Buffalo, NY 30. Xxxxxx, XX
0. Xxxxxxxxx, XX 31. Norfolk, VA
7. Chicago, IL* 32. Oak Brook, IL*
8. Cincinnati, OH 33. Xxxxxxx, XX
0. Xxxxxxxxx, XX 34. Orange County, CA
10. Columbus, OH* 35. Xxxxxxx, XX
00. Xxxxxx, XX* 36. Philadelphia, PA*
12. Denver, CO* 37. Phoenix, AZ*
13. Detroit, MI 38. Pittsburgh, PA
14. Ft. Worth, TX* 39. Portland, OR
15. Greensboro, NC 40. Xxxxxxxxx/Xxx Xxxxxxxxxx, XX
00. Xxxxxxx, XX* 41. Salt Lake City, UT
17. Indianapolis, IN 42. San Antonio, TX
18. Jacksonville, FL 43. San Diego, CA*
19. Kansas City, KS* 44. Xxx Xxxxxxxxx, XX*
00. Xxxx Xxxxxx, XX 45. San Jose, CA
21. Los Angeles, CA* 46. Xxxxxxx, XX
00. Xxxxxxxxxx, XX 47. St. Louis, MO
23. Memphis, TN 48. Xxxxxxxx, XX
00. Xxxxx, XX 49. Tampa, FL*
25. Milwaukee, WI 50. Washington, DC*
* Signifies a city with an operational Hub.
Exhibit A-2
Implementation Schedule
The following table sets forth the schedule for WinStar's rollout of
the WinStar Targeted Markets. By each date set forth below, WinStar
commits to implement one or more Hubs in the indicated number of
WinStar Target Markets.
The cities indicated in the column labeled "WinStar Target Markets"
are those that WinStar currently plans to implement in the
corresponding timeframe. They are listed in alphabetical order, not in
order of implementation. WinStar reserves the right to substitute
other cities for those indicated (provided that such substitute cities
shall be of comparable size and within the top one hundred (100)
metropolitan serving areas (MSAs)), or to change the implementation
date of any particular city, so long as the Total Implemented cities
target is reached during the relevant time frame.
WinStar will provide Xxxxxxxx with notice of its target date to
install a Hub in a WinStar Target Market as soon as reasonably
practicable, but in any event, within five (5) business days following
the date WinStar obtains the Required Rights for a Hub building in the
WinStar Target Market.
Except as provided in this Exhibit A-2, no other changes may be made
to this Exhibit A-2 without the mutual written agreement of the
Parties.
Date Total Implemented WinStar Target Markets
WinStar Target Markets
------------------------- ------------------------- ----------------------
At Effective Date 20 See Exhibit A-1
------------------------- ------------------------- -----------------------
1999
------------------------------------------------------------------------------
3/31/99 20
--------------------------------------------------
6/30/99 00 Xxxxxxxxx, XX
Xxxxxxx, XX
-------------------------------------------------- Indianapolis, IN
Miami, FL
9/30/99 00 Xxxxxxxxx, XX
Xx. Xxxxx, XX
-------------------------------------------------- Seattle, WA
12/31/99 26
--------------------------------------------------
---------------------- -------------------------- --------------------------
Date Total Implemented WinStar Target Markets
WinStar Target Markets
---------------------- -------------------------- --------------------------
2000
----------------------------------------------------------------------------
New Orleans, LA
3/31/00 29 Newark, NJ
----------------------------------------------- Oak Brook, IL
Orange County, CA
6/30/00 32 Orlando, FL
----------------------------------------------- Oakland, CA
Pittsburgh, PA
9/30/00 35 Portland, OR
----------------------------------------------- San Antonio, TX
Xxx Xxxx, XX
00/00/00 00 Xxxxxxxx, XX
---------------------- -------------------------- ---------------------------
2001
-----------------------------------------------------------------------------
Austin, TX
3/31/01 00 Xxxxxxx, XX
Xxxxxxxxx, XX
----------------------------------------------- Cincinnati, OH
Greensboro, NC
6/30/01 44 Jacksonville, FL
----------------------------------------------- Long Island, NY
Louisville, KY
9/30/01 47 Memphis, TN
Nashville, TN
----------------------------------------------- Norfolk, VA
12/31/01 00 Xxxxxxxxx/Xxx Xxxxxxxxxx, XX
Xxxx Xxxx Xxxx, XX
---------------------- ------------------------ ------------------------------
WinStar Hubs Delivered at Closing
---------------------------------- ---------------------------
Target WinStar Market Number of Hubs Built
---------------------------------- ---------------------------
Atlanta, GA 3
---------------------------------- ---------------------------
Baltimore, MD 1
---------------------------------- ---------------------------
Xxxxxx, XX 0
---------------------------------- ---------------------------
Chicago, IL 4
---------------------------------- ---------------------------
Columbus, OH 1
---------------------------------- ---------------------------
Dallas, TX 7
---------------------------------- ---------------------------
Denver, CO 6
---------------------------------- ---------------------------
Fort Worth, TX 1
---------------------------------- ---------------------------
Houston, TX 3
---------------------------------- ---------------------------
Kansas City, MO 1
---------------------------------- ---------------------------
Los Angeles, CA 6
---------------------------------- ---------------------------
Minneapolis, MN 1
---------------------------------- ---------------------------
New York, NY 5
---------------------------------- ---------------------------
Oak Brook, IL 1
---------------------------------- ---------------------------
Philadelphia, PA 3
---------------------------------- ---------------------------
Phoenix, AZ 1
---------------------------------- ---------------------------
San Diego, CA 2
---------------------------------- ---------------------------
San Francisco, CA 3
---------------------------------- ---------------------------
Tampa/St. Xxxx, FL 1
---------------------------------- ---------------------------
Washington, DC 2
---------------------------------- ---------------------------
Exhibit A-3
Collocation Provisions
1.1. License.
Xxxxxxxx shall have the right to locate, install, maintain and operate
interconnection equipment at one central office in each WinStar Target
Market (the "Collocation Site") as designated by mutual agreement of
the Parties, during the Term. This right shall be used only for
Xxxxxxxx' interconnection to the Wireless Fiber Services.
1.2. Real Estate Rights.
(a) No use of Collocation Sites required or permitted under this
Agreement shall create or vest in Xxxxxxxx any easements or other
ownership or property rights of any nature in WinStar's real or
personal property. WinStar shall construct and operate such
space, and Xxxxxxxx shall cause its equipment to be installed and
operated in accordance with WinStar's policies and
telecommunications industry standards for similar collocation
arrangements.
(b) Xxxxxxxx shall not make any construction changes or material
alterations to the interior or exterior portions of the
Collocation Site, including cabling or power supplies for the
equipment, without obtaining WinStar's prior written approval.
WinStar shall have the right to perform and manage any
construction or material alterations within the Collocation Site
and related areas at rates to be negotiated between the Parties
hereto.
1.3. Equipment and Basic Services.
(a) At each Collocation Site, WinStar shall provide separate
access (to space not located in its switch or transmission
room), space, HVAC, and DC power at Xxxxxxxx' expense (up to
fifty (50) amps) for one rack space adequate to contain a
rack (measuring 26 inches (width) x 24 inches (depth) x 78
or 84 inches (height)). Xxxxxxxx may request additional rack
space, which WinStar may provide in its discretion. Xxxxxxxx
shall supply its own cabinets.
(b) Xxxxxxxx' use of the Collocation Site, installation of the
equipment, and type of equipment installed shall at all
times be suitable for the central office environment and
subject to Xxxxxxxx'x adherence to generally accepted
industry standards, security rules and reasonable rules of
conduct established by WinStar for the Collocation Site.
Without limiting the foregoing, Xxxxxxxx acknowledges and
agrees that it shall not be permitted to install or
otherwise utilize equipment that (i) generates heat greater
than 1200 xxxxx per cabinet; or (ii) has a weight load of
greater than 100 pounds per square foot. Xxxxxxxx shall not
erect any signs or devices to the exterior portion of the
Collocation Site without submitting the request to WinStar
and obtaining WinStar's written approval, which may be
withheld in its sole discretion.
(c) WinStar shall not arbitrarily or discriminatorily require
Xxxxxxxx to relocate the equipment; however, upon sixty (60)
days' prior written notice or, in the event of an emergency,
such time as may be reasonable, WinStar reserves the right
to change the location of the Collocation Site. WinStar will
work in good faith to minimize any disruption to Xxxxxxxx'
services as a result of such relocation. WinStar shall be
responsible for the cost of improving the Collocation Site
to which the equipment may be relocated, and for relocation
of equipment interconnected to WinStar services.
(d) Notwithstanding anything to the contrary, WinStar shall in
no event be responsible for providing any operations,
maintenance, consulting or other related services with
respect to any equipment owned, operated, or under the
direct or indirect control or supervision of Xxxxxxxx.
1.4. Facilities.
WinStar shall support the overall operation of the Collocation Site
(e.g., HVAC, janitorial services, environmental systems maintenance
and power plant maintenance) at no additional charge to Xxxxxxxx.
However, Xxxxxxxx shall be required to maintain the Collocation Site
in an orderly manner and shall be responsible for the removal of
trash, packing, cartons, and related items from the Collocation Site.
Further, Xxxxxxxx shall maintain the Collocation Site in a safe
condition including not storing combustible materials therein.
1.5. Access.
(a) Xxxxxxxx will have access to the Collocation Site on a seven (7)
day by twenty-four (24) hour basis, except where Xxxxxxxx'
equipment is located in WinStar space. Where Xxxxxxxx' equipment
is in WinStar space, each visit by Xxxxxxxx to the Collocation
Site will be required to use escort services furnished by WinStar
from the time Xxxxxxxx'x employees sign in upon entering the
Collocation Site to the time Xxxxxxxx'x employees sign out upon
leaving the Collocation Site. Where Xxxxxxxx' equipment is in
WinStar space, Xxxxxxxx shall not enter a Collocation Site
without WinStar escort. Xxxxxxxx will provide reasonable prior
notice for any such visit. Charges for escort services, if any,
shall be in accordance with WinStar's then-current standard
rates, subject to Sections 6.4 and 6.5 of the Agreement.
(b) At least fourteen days before beginning any delivery,
installation, replacement or removal work, Xxxxxxxx must:
(i) Submit a methods, operations and procedures document ("MOP")
and a statement of work ("SOW") to WinStar. WinStar will
respond to such submission within seven (7) days of receipt.
(ii) Obtain WinStar's written approval with respect to the SOW,
MOP and choice of suppliers and contractors, which approval
shall not be unreasonably withheld.
WinStar may request additional information before granting
approval and may require scheduling changes and substitution of
suppliers and contractors as conditions of its approval. Approval
by WinStar shall not constitute an endorsement of Xxxxxxxx'
supplier or contractor. Xxxxxxxx will remain solely responsible
for the selection of the supplier or contractor and all payments
for construction work or any other work relating thereto.
(c) Xxxxxxxx may not provide, or make available to any third party,
space within the Collocation Site without WinStar's prior written
consent, which may be withheld in its sole discretion. If
Xxxxxxxx breaches this obligation, Xxxxxxxx shall be in breach of
its license to the Collocation Site and WinStar may immediately
terminate that license.
1.6. Renewal.
Any option granted to Xxxxxxxx to renew its license to occupy the
Collocation Site shall be contingent on the election by WinStar to
continue to own or lease the Collocation Site in which the Collocation
Site is located for the duration of the Renewal Period(s), with such
election to be exercised at the sole discretion of WinStar.
Exhibit A-4
Standards and Specifications
1. General
The documents attached to this Exhibit A-4 represent the standards and
specifications applicable to the Wireless Fiber Connectivity, as of the
Effective Date. (Please note that "B Site" is WinStar's internal term
for a Qualified or Lit Building.) The attached documents, which shall
be maintained and updated by WinStar from time to time in the ordinary
course of its business, except as limited by Section 12.17(b) of the
Agreement, are:
(a) Switch Site Environmental Requirements;
(b) B Site Build Out Process;
(c) Hub Construction Technical Bulletin;
(d) Hub Facility Design Criteria;
(e) NSO Site and Equipment Test and Acceptance; and
(f) DS-1/DS-3 Certification and Acceptance Performance Objectives.
2. Acceptance and Testing
2.1. Hub Acceptance Process.
(a) WinStar shall perform acceptance testing of the Hubs in a timely
manner to verify compliance with Acceptance Standards set forth
in Section 2.2 of this Exhibit A-4. Xxxxxxxx shall have the
right, but not the obligation, to have personnel present to
observe the acceptance testing and WinStar shall provide Xxxxxxxx
prior notice of WinStar's testing schedule. Within thirty (30)
days after the conclusion of any acceptance testing conducted by
WinStar on any given Hub, WinStar shall provide a copy of the
test results to Xxxxxxxx.
(b) Xxxxxxxx shall have the right, but not the obligation, at its
sole expense, to conduct its own acceptance testing to verify
compliance with Acceptance Standards. If Xxxxxxxx elects to
conduct its own acceptance testing, it shall notify WinStar of
its intent to do so (including dates and locations) and shall
complete such testing within the thirty (30) day review period
set forth in Section (c) below. WinStar shall have the right, but
not the obligation, to have personnel present to observe
Xxxxxxxx' acceptance testing. Within twenty (20) days after the
conclusion of such testing, Xxxxxxxx shall provide a copy of the
test results to WinStar. Xxxxxxxx' exercise or non-exercise of
its right to conduct acceptance testing shall not affect the
length of the thirty (30) day time periods.
(c) If, within thirty (30) days after receipt by Xxxxxxxx from
WinStar of the test results referred to in Section (a), above, or
of the results of re-testing as set forth below, Xxxxxxxx
reasonably determines that the Hubs do not meet the Acceptance
Standards, Xxxxxxxx shall, within such thirty (30) day period,
notify WinStar of such determination and shall identify in
writing the specific data that indicate such failure to meet the
Acceptance Standards.
(d) Upon receiving notice pursuant to Section (c), above, that some
portion of the Hubs do not meet the Acceptance Standards, WinStar
shall either:
(i) Expeditiously take such action as reasonably necessary to
cause such portion of the Hubs to meet the Acceptance
Standards and re-test the Hubs in accordance with the
provisions of this Section; or
(ii) Notify Xxxxxxxx that WinStar disputes Xxxxxxxx'
determination that the Hubs do not meet the Acceptance
Standards. In such event, the Parties shall agree upon on a
mutually acceptable company that shall re-test the Hubs. If
that test determines that the Hubs meet the Acceptance
Standards, Xxxxxxxx shall pay the testing company's charges
and shall be deemed to have accepted the relevant Hub(s).
Otherwise, WinStar shall pay the testing company's charges
and perform the corrective action and re-testing set forth
in Subsection (i).
(e) After taking corrective actions and re-testing the Hubs, WinStar
shall provide Xxxxxxxx with a copy of the new test results and
Xxxxxxxx shall again have all rights provided in this Article
with respect to such new test results. The cycle described above
of testing, taking corrective action and retesting shall take
place until the Hubs meet the Acceptance Standards.
(f) If the acceptance tests show that the Hubs meet the Acceptance
Standards, and Xxxxxxxx does not object to such tests within the
time periods specified in Section (c), Xxxxxxxx shall be deemed
to have accepted the Hubs. Either case shall constitute
"Acceptance" of the Hubs.
2.2. Hub Acceptance Standards.
The Acceptance Standards applicable to Hubs require that:
(a) The Hub complies with WinStar's then-current construction
standards and specifications;
(b) All related interior space is completed;
(c) Primary and backup power systems are installed and operational;
(d) Primary and redundant HVAC systems are installed and operational;
(e) Connectivity to the WinStar switch location is installed and
operational;
(f) Antennas are mounted in the designated building space in
conformance with Required Rights; and
(g) Radio alarm and monitoring systems are installed and operational.
WinStar
Switch Site Environmental Requirements
1. Space
Switch & Transmission 3600
Collocation 1000 * = May be placed in 5ESS Growth Areas
WWI Hub 800
* Office Space 550
* MAP Room 350
-------
Total 6300 Sq. Ft.
These are approximate figures and will vary based on each site's
layout.
2. AC Power
480V 600 amp approximately
208V 750 amp approximately
The switch is powered by -48V DC power derived from 480V or 208V AC
(depending on building supply) rectified and backed up by gel cell
batteries. Architect to specify High In-rush Breakers for the
Rectifiers.
3. Ceiling Height
10 Ft. AFF Minimum clear above equipment line-ups.
4. Floor Loading
100 lbs. Per Sq. Ft. in equipment area - switch, transmission
& collocate
200 lbs. Per Sq. Ft. to support batteries (stacked 4 high)
770 lbs. per battery
4 batteries per stack
2 stacks per string
------
6160 per string
5. Floor Tile
Commercial Grade with Anti-static wax.
6. Environmental Alarms
Provide for the following:
1. Fire - Heat & Smoke - Pre-action Control Panel
2. High temperature - Honeywell Sensor Device
3. Low Temperature - Honeywell Sensor Device
4. High Humidity - Honeywell Sensor Device
5. Low Humidity - Honeywell Sensor Device
6. Switch Room Door Alarms - Security System
7. Commercial AC Failure - Engine Annunciator Panel
8. AC Switch - Gen Transfer - Engine Annunciator Panel
9. Liebert Drip Pan Water Alarm - Remote LIQUI-TEC Annunciator
10. Water Alarm - Switch Room - Remote LIQUI-TEC Annunciator
11. Water Alarm - Power Room (1A) - Remote LIQUI-TEC Annunciator
12. Low Fuel - Storage Tank - Storage Tank
13. Low Fuel - Day Tank (1A) Engine Annunciator Panel
14. Liebert Failure - Liebert Unit
Engineering Notes:
1. Three Honeywell sensor devices will be ordered and placed in
the Power Room, Transmission and Switch areas.
2. The Liebert Common Alarm point will be strapped together and
reported as one Liebert failure.
3. All alarm points wired to a pull box, below the false
ceiling, in the vicinity of the CDF (SSLPDF). They should be
pigtailed and tagged or terminated on a connecting block.
4. The WinStar Switching Engineer will provide for Lucent to
cable from the pull box to the CDF for crossconnect to scan
points in the 5ESS. Lucent will connect on to the pigtailed
lead and stencil the CDF - 89 block as to the alarm type.
5. The annunciators should be mounted in the MAP Room .
6. The Architect should specify and install the Honeywell
Sensors, Annunciator, the Liebert Alarms, Water Alarm,
Engine and Pre-Action Panel, etc.
7. Lighting
A 20 ckt. - 20 amp (120V) panel needs to be provided in the equipment
room (as spotted by Lucent). This panel will be provided for Lucent to
power their Frame & Aisle lights and convenience receptacles. Frame and
aisle lights will be provided by Lucent in all line-ups being provided.
General lighting must be provided elsewhere.
8. Grounding
Lucent will provide a C. O. Ground bar and locate per their floor plan.
From this ground bar, a 750 MCM needs to be run to the principal ground
point which is a recognized building perimeter ground ring, driven
ground system, and on the utility side of the water meter. At that
point, the connection point must be cadwelded and compression fitting
to the 750 MCM is required. We must be careful when using the utility
side of the water meter because of the use of PVC. The WinStar Switch
Engineer will determine the principal ground point.
9. Telephone Closet
This requirement will be site specific and will require either a new
closet built in our equipment room or the re-use of an existing closet.
Either case, there must be 200 shielded pair, run from their closet to
the common distributing frame for the building. WinStar will provide
the connecting blocks in the closet.
Lucent will provide connection from the closet to inter-connect
locations within the switch. Room.
10. Collocation Room
This room shall be isolated from WinStar Equipment Room with access
from a common corridor. A cable hole shall be made for cable rack
access from WinStar's equipment room to this collocation room. Lucent
to spot on their cable rack plan.
This room shall be approximately 1,000 sq. Ft. in size and have two AC
receptacle circuits run around the perimeter. General lighting to be
provided. Also provide a 20 circuit 20 amp 208 AC panel located on the
wall in the Collocation Room.
11. MAP Room
This is the maintenance room where interface terminals shall be
located. Two AC circuits shall be wired into the room for receptacle
service in the perimeter wall.
This room shall be approximately 350 sq. Ft. and be provided with
general lighting.
Provide a 3' high by 5' long panel with a 1' writing shelf mounted on
a wall in the MAP room for the purpose of mounting test phones. This
unit to be mounted 40" AFF.
12. Emergency Lighting
The equipment rooms, including the collocation room, shall be equipped
with emergency re-chargeable battery packs (or equivalent) sufficient
to light egress path out of equipment room.
13. Emergency Generator
A 350 KW generator and a 1,000 gal. Fuel storage tank is required. A
25-75 gal. Day tank should be provided if required.
The engine will be equipped with auto start and auto transfer.
14. AC Requirements
The AC requirements for a fully built out switch room is approximately
60 Ton. AC is required on a 24 hour basis and should include
redundancy. Lucent will provide heat release figures for all cabinets.
From these figures, the exact requirements can be calculated.
15. Humidity/Temperature
The 5ESS-2000 will operate successfully anywhere between 65 and 85
degrees Fahrenheit and 30% to 80% relative humidity. Performance will
degrade if the temperature or humidity is allowed to change too
rapidly; rate of temperature change should be kept below 1 degree in 4
minutes. Normal (plus or minus 2 degrees and plus or minus 5% RH)
controls will normally maintain these conditions. The machine will
continue to operate at temperatures as high as 120 degrees Fahrenheit,
but this will cause accelerated circuit pack failure for some time
after the "burn". I recommend the controls be set to maintain a
constant 76 degrees Fahrenheit year around.
16. Filtration
All air induced into the space (both outside and recirculated) should
be filtered using a medium efficiency (30% or greater by ASHRAE Dust
SpotTest) filters. On rare occasions the medium efficiency filter may
not prevent build-up of particulates on or inside the equipment
cabinets at an unacceptably high rate. This can be caused by the
presence of unusually fine particulates or very large amounts of
average size particulates. In either case the remedy is to use filters
of a high enough efficiency to give satisfactory performance. Filters
should be changed at least once every six months (or more often if
recommended by the manufacturer), or when filters are so "loaded up"
that the fan system can not maintain proper room pressurization as
described below.
17. Room Pressurization
The room should be pressurized so that the pressure inside the
equipment space is 0.2 to 0.5 inches of water gauged above the areas
bordering the equipment spaces with all doors closed. Higher pressures
are acceptable as long as door operation does not become too difficult
or dangerous. With the doors open there should be enough positive
pressure to maintain a continuous flow of air out of the room over the
entire area of all openings. If this cannot be accomplished then
appropriate "air curtain" devices or a double door "airlock" should be
provided to prevent the migration of unfiltered particulates into the
equipment space. A pressure gauge should be installed in the space with
probes to both the equipment area and the "outside" area to read the
pressure difference. The reading on this gauge will only be relevant
with the room in its "normal (closed) condition. A Dywer model 2000-00
"Magnehelic" Gauge is suitable for this application.
18. Ventilation
"Outside" air induction of five per cent of the circulated air quantity
is recommended. Successful applications have been designed as low as
two per cent induction. The quantity induced must only be sufficient to
maintain acceptable air quality in the space. If there is no noticeable
"warm equipment" smell outside of the immediate area of the cabinets
then sufficient induction can be assumed.
19. Manager Office
A room of approximately 125 sq. ft. shall be provided for the
Operations Manager's office. Normal lighting and receptacle to be
provided. This office may or may not open directly into the equipment
room. Preferably this office should be within an administration area.
20. Technician & Administration Space
There shall also be a space for two cubicle enclosures and a
receptionist in or around the Manager's Office area.
21. Break Room/Conference Room
A room large enough to house 10 people comfortably shall be provided
close to the proximity of the equipment room, preferably in the
administration area as previously mentioned.
If a sales force is collocated with the switch, by strategically
positioning the conference room, it could be shared by both groups.
22 Riser Space
We need to have at least two 4" risers to the roof and two to the
basement for access.
23. Freight Elevator
Must be able to handle at least 3500 lbs. And have a 7' high door and
the elevator should be 6' W x 8' D x 10' H.
24. Sprinkler System
A dry pipe system is required.
25. Water Pipes
No building water supply pipes are allowed to be run in the equipment
room. They must be re-routed.
26. Window Covering
If at all possible, windows should be walled off for security reasons.
The above requirements are an attempt to pull together various items that are
relative to the telephone equipment and personnel needs for each site.
Xxxxx Xxxxxxxx
(Rev. 4-22-97)
WINSTAR
B SITE BUILD OUT
PROCESS
DESCRIPTION
&
PROCEDURES
Prepared by
WinStar
Network Deployment
Support Services
PURPOSE
The purpose of the B Site Build Out Process is to provide an overview and
guidelines of the simultaneous activities involved in the construction of On-Net
B Sites. Prior to the construction phase of this process, there are several
preliminary steps that are crucial to the successful selection, construction and
activation of a B Site. The flow process described in this document is
represented in the following chart, and detailed in a brief description of the
activities and responsibilities for each step. WinStar Program Management will
scheduled intervals of activities that are tracked by the Program Manager of
Implementation for each region.
This document provides a single uniform guideline for install contractors and
vendors to provide price/fee quotes and documented proposals to pre-equip and
install WinStar's On Net B Site Locations. This document is not intended to
replace or be used in lieu of WinStar Engineering requirements or local Building
Code Regulations.
SCOPE OF WORK
The Scope of Work relating to the installation of WinStar B Site cabinets/racks
will be presented as three separate phases of performance.
Phase One will be the Site Survey of the proposed building utilizing the WinStar
B Site Evaluation form (hereinafter referred to as the "evaluation form"). Phase
Two will be the creation of B Site specific drawings (hereinafter referred to as
the "drawings") depicting installation of the roof top antenna mount
positioning, cable riser path (s), placement of the WinStar cabinet,
electrical requirements positioning, and location of customer termination
interconnect cable. Phase Three will be the actual installation of the WinStar B
Site cabinet according to the regulations documented in Phases One and Two,
WinStar's Engineering requirements and local Building Code requirements.
Each phase of the process is separate and will be awarded separately.
Additionally, WinStar's acceptance of one phase does not automatically
constitute an award for construction of the subsequent phases. Contractors and
vendors must respond with unit pricing for each phase exclusive of the other.
Price/fee quotes must be submitted within forty-eight (48) hours after the
contractor performs a Phase One B Site Survey and seventy-two (72) hours after
requesting Phase Two site specific drawings.
Phase Three, the physical installation and activation of the B Site Equipment,
is to be initiated by the contractor within forty-eight (48) hours of
notification by the designated WinStar representative. Construction for this
phase must be complete within five (5) working days.
Extenuating circumstances resulting in delays will be addressed on a
case-by-case basis. Payments may be impacted in the event delays are caused
and/or initiated by the contractor/vendor.
B SITE BUILD OUT PROCESS
o Site Acquisition Identifies a selection of buildings in the scheduled city
o NDSS PM (Program Management) coordinates the build out schedule - Internal
tracking begins
o A Regional Vendor/Contractor is selected based upon the following criteria:
The ability to preform preliminary site evaluation and preform a LOS survey
Provide a detailed Technical Specifications package such as -
drawings/layouts Installation and Activation
o The selected regional contractor reviews the potential site.
The Building Management is presented with a package defining WinStar's
build out plan and model B site equipment specifications
o A Site Evaluation Form is completed (Preliminary LOS- RF study) and
following the guidelines specified in the site evaluation form the
contractor prepares a Site Specification Package containing
Drawings/Renderings, Roof Mounts, Room/Equipment Layouts
o The contractor provides package to WinStar's PM, COI, and Construction for
review
o Site Acquisition presents the lease with a detailed technical package to
the Building Management for approval and the appropriate signatures
o PM coordinates the schedule with the Contractor to pick up the equipment
from Tier 2 staging area
o Site Acquisition notifies the PM upon lease completion, PM provides
Contractor with a Work Authorization form for completion and schedules
installation
o Internal process underway, an ISR is generated activating the ASAP process
and Frequency Planning coordinates path assignments
o Upon site installation completion, PM schedules a Site Walk Through/ Punch
list for B Site Test and Acceptance and completes the hand off to
Operations for Site certification
B SITE IMPLEMENTATION FLOW PROCESS - PHASE 1
Road Runner Vendor Bid process
finalized - vendor package sent Site Survey - Construction
. - generic package recvd by PM schedules - Real Estate
. Construction kickoff & Contractor to -COI to review Mech/
. - Construction selects procedures perform survey Site Eval package Elec drawings
. . vendor and notifies PM of ........... projects -Site Evaluation ..to flow through.....
. . vendor selection schedule .. -Drawings created PM to: - Provide go/no-go
Real Estate . -LOS completed with/recommendation
visits/reviews site. -SOW generated if required
. . - Review contractor
. . costs .
. . Site Identified/ .
. ... Preliminarily .
. . Qualified .
. . .
RF Engineering . 75% Trigger .
performs pre- .... notification from GO/NO-GO .
freq approval Real Estate ....... DECISION ...................................................
. No . Yes Construction & COI
. .
. ................. - Finalize SOW (extremes &
. . abstracts)
. . - Produce checklist
. . - Schedule PM w/vendor
. . - Approve contractor
. . - Generate ISR
. .
Return to Real Estate to ................. RF Engineering B
identify/re-establish . completes freq plan................
.
. ............... Real Estate notified & A
. secures lease ....................
.
. PM notifies COI to
................. load ASAP
B SITE IMPLEMENTATION FLOW PROCESS - PHASE II
Real Estate PM notifies procurement to produce ................... PM to verify
A signs lease and Letter of Intent to contractor equipment
..... notifies PM ......................... availability
- PM coordinates installation with .
...... contractor; produces schedule .
B .
.
Pre-wire site No Pre-wire to PM/Construction to .
and handoff to ................. equip process ..... schedule contractor Yes Equipment
Ops in excess of 10 for equipment ........................ available?
. days? retrieval .
. . . .
. Yes . . . No
. . . .
. Equip site . .
Construction Complete . . PM notifies
. . Logistics
- Formal handoff from PM/COI to Develop . .
Ops completed punchlist/ . .
. handoff . Logistics
. documentation . locates
PM officially . . equipment and
closes project . . notifies PM
with Real . . .
Estate . . .
Construction Complete . PM notifies
. Construction
- formal handoff from PM/COI to . of equipment
Ops completed . availability
. ......................................
.
PM officially
closes project
with Real
Estate
SITE SURVEY
Prior to the commencement of any installation, a certified installation
team will conduct a site survey at the designated installation location(s). This
team will be designated by WinStar NC&D and will be comprised of contractors,
WinStar personnel, or a combination of both. The Site Survey Team will comply
with the procedures described below. The Site Survey Team should always work in
cooperation with the building engineer/manager while performing the site survey.
These guidelines generally apply to rooftop installation or towers.
Preparation
The Site Survey Team will be dispatched by WinStar NC&D to the location of the
installation.
WinStar NC&D will provide the Site Survey Team detailed information related to
building access contacts, phone numbers, and the scheduled date of the site
survey. This information will be provided in advance to the Site Survey Team
immediately after initial WinStar contact with building(s) management.
The Scope of Work relating to the B Site Evaluation (hereinafter referred to as
the "evaluation") covers in a general form the following sample of requirements
which equates to a complete building profile. WinStar has determined that the
following factors are effectively significant to the successful installation of
B Site Equipment:
o Positioning of the antenna mounts.
o Penetration of roof top to gain access to cable risers.
o Cable riser capacity/constraints.
o Core boring vertical floors in riser pathways (if required).
o Identify inside wiring distribution pathways.
o Power availability and grounding requirements.
o Positioning of the WinStar B Site Cabinet.
All proposed WinStar B Site buildings will be surveyed utilizing the standard
form. The survey process must be initiated by a designated a WinStar
representative. B Site Evaluation Forms will be provided as required and are the
property of WinStar and are not to be utilized for any purpose other than that
requested by WinStar.
The contractor/vendor must respond to WinStar within twenty-four (24) hours upon
receipt of notification to perform.
GPS measurements to include the following:
o Longitude and latitude to the nearest second.
o Ground elevation within one (1) meter.
Line of Sight to WinStar designated HUB building:
o Confirmation of LOS between the two designated buildings.
o Physical confirmation by actual site roof top visits.
o Notification of potential obstructions or related interference.
The above requirements are a sample of the data required to complete the survey
form.
Prior to submitting a bid response the attached documents must be reviewed
for additional requirements.
Site Survey Team Procedures
Confirm a clear, unobstructed Line of Sight (LOS) between Building A and
Building Z. (Building A pertains to the predetermined Hub Site and Building B
pertains to the B Site). In the event the LOS is obstructed by new construction,
trees, or roof top mechanical installations, immediately notify WinStar NC&D to
describe the environment and discuss possible remedies. Pay special attention to
window washing gear. Determine if it will block LOS during use.
If LOS does not exist or if distance is too great, look for several potential
repeater buildings/towers. Obtain building management information and phone
numbers. If access to these buildings cannot be obtained for on-site survey,
consult with WinStar Program Management for assistance.
Obtain the latitude and longitude of the A and Z sites with a GPS receiver and
record the data on the WinStar Site Evaluation Form.
Roof Mount Location and Type:
Determine the best location for placement of the antenna mount that ensures
optimum LOS between Building A and Building Z and provides ease of installation
for the Installation Team.
Determine the type of antenna mount:
The type of antenna mount required is determined by the roof top construction
and any obstructions located on the roof (e.g., mechanical housings).
If an existing tower or antenna framework is present on either Building A or
Building Z, the Site Survey Team will immediately advise WinStar NC&D of the
potential to use these structures for installation, as well as the name and
telephone number of the organization responsible for the structure.
Identify and/or confirm the location(s) of the Indoor Unit (IDU), rack/cabinet
placement.
Grounds:
Electrical grounds are required for the proper operation and protection of
transceivers as well as protection of personnel and other equipment connected to
the radios. Improper ground procedures put the equipment and its environment at
risk.
ODU ground:
Grounds should be used on the ODU to the mast or tower. For a rooftop
installation, the mast should be grounded to building steel. Long cable runs for
grounding purposes should be avoided.
IDU ground:
If the IDU is connected to a floating battery power source, such as a Central
Office environment, generally no further precautions must be taken. However,
when using a WinStar power supply or other power supply or other AC rectifier
without benefit of battery back-up, special care must be taken to prevent the
formation of AC ground loops, which can cause a variety of problems. Ideally,
the source for reference ground for the outside and inside units will be the
same and will be building steel. Bonding the ground to building steel to the
inside unit is very important. Often, however, the inside and outside units are
far apart, which creates ground loops. Every effort both to find and to
eliminate these loops should be made before certifying installation.
Ground Loops:
Ground loops are formed when two or more points on the radio system are
referenced to different grounds. They also occur when the distance from the
outside unit and the inside unit is increased, thereby increasing the chance for
a difference in potential between the two reference points. After going through
all Installation steps, a test for the existence of ground loops should be made.
With the equipment turned on and the cable disconnected from the IDU, measure AC
voltage between the chassis of the inside unit and the braid on the coaxial
cable. This reading should be in millivolt range. (Note: local codes may be
stricter than this.) If it exceeds this reading, a possibility for ground loops
exists and must be eliminated. The second test to be performed is to measure the
DC voltage between the chassis and the braid on the cable. This reading should
not exceed 5 VDC. If the reading is in excess of 5 VDC, steps must be taken to
eliminate the ground loop. There are several ways to eliminate ground loops.
Bonding the two points in the system with a low resistance cable is one way to
resolve this problem. However, if this is not feasible, the AC ground must be
broken at the outside unit. AC grounds can occur at the outside unit due to
installation of receptacles on the tower, other equipment mounted on the tower,
or tower lighting. If the first ground used is referenced to the mast or tower
itself, it must be removed and referenced to another, better ground. Again
building steel is preferable. Check the second ground point where the cable
enters the building, if this does not solve the problem. Re-connect it directly
to building steel or to the reference point for the lightning arrestor field.
Use 8 AWG cable or better for this purpose. The ideal situation, especially for
a building with multiple installations, is to create a ground xxxx in the common
space in the building and run very heavy gauge (MCM 50 or better) to the xxxx
and connect all grounds to the xxxx via copper lug connections. Determine the
cable path for the cable(s) between the ODU and the IDU. This requires
inspection of the roof top for a portal conduit that allows entry from the roof
top to the internal cable riser pathway. If a portal conduit is not available,
or the existing ports are filled, notify WinStar Operations and provide a
recommended solution. While on the premises, obtain the name and telephone
number of the roofing contractor used by, or recommended by, the building
manager. This information will assist in expediting the installation of a portal
conduit.
Measure the distance of the proposed cable path between the ODU and the IDU and
add 10%. This additional cable will be used for the creation of service loops
associated with the installation. The maximum length of the coax cable is 800
feet if using plenum rated and 1000 feet if using non-plenum. Determine the
source and connection points of the building roof top ground. Proper grounding
of the antenna mounting serves as lightning protection and reduces the
possibility of electrical shock to personnel and equipment damage. Do not use
building lightning protection or aluminum to ground. Use building ground (i.e.,
I-Beam, stairwell, etc.).
Determine the source and connection points of building/earth ground in the
immediate area of the IDU installation. When possible, perform steps 1-11
simultaneously in Buildings A and Z.
Document the Site Survey results on the WinStar Evaluation Form and fax the
completed form to WinStar Program Management at 000-000-0000. Retain a copy of
the completed site survey form for reference during the actual installation.
SITE SPECIFIC - TECHNICAL DRAWINGS
Phase Two is the creation of B Site specific drawings that are in
direct association with the technical and physical requirements of a successful
B Site installation as it relates to the existing/proposed B Site building.
The drawings must accurately represent the physical environmental
structure of the B site building as well as the actual addition of 100% of the
components of the WinStar B Site equipment package. Drawings are to be computer
software-enhanced with one (1) inch to equal no less than twenty-four (24)
actual feet of the structure, whether it constitutes roof top, vertical risers
or floor space.
Roof top drawings are to display the position of the WinStar antenna
mount in relationship to adjacent roof top structures as currently located and
are to be accurate in relationship to Polar designations. Cable penetration
locations are to be specifically designated as to entry point by Polar location
on the roof top and an accurate measurement from a fixed permanent
position/structure on the roof top.
Cable path risers are to be accurately designated as to specific
vertical runs in relationship to interior locations by room and shaft
designators, floors to be transgressed, roof top paths, and break-out locations.
These designations must be specific as to point of roof penetration to the point
of termination at the WinStar B site equipment location.
The proposed core boring of new cable riser space is to be specific as
to locations by room and shaft designators, floors to be transgressed and degree
of anticipated difficulty in successful competition. Core boring proposals on
the site specific drawings are to include the actual locations of existing cable
runs/conduits in relationship to the proposed new core bore holes.
Positioning of the WinStar B Site cabinet is to be accurately depicted
on computer software enhanced drawings to reference the exact location within
the B Site Building environment. Detail should be shown to reference room
designator number, floor designator and exact floor space to be occupied with
detailed references to existing devices in the immediate space.
Contractors are encouraged to enhance the level of visual detail within
the environment to include electrical outlet references, grounding positions, AC
power distributors, point of entry for the WinStar coax cable and pathway within
the facility.
In addition, drawings of the B-Site equipment location are to designate
the specific customer interface wiring positions when available. Wiring
backboards and termination blocks are to be identified by exact wall mounting
locations within the environment.
In the event that electrical outlets are unavailable and new outlets
are required, the drawings are to reflect the exact proposed positioning of the
required outlets in exact relationship to the WinStar B Site cabinet location.
Measurements are to be recorded and listed in exact distance between the
outlet(s) and the WinStar B Site cabinet.
The contractor must make available to WinStar computer enhanced site
specific drawings within seventy-two (72) hours of formal notification by a
designated WinStar representative. Under no circumstances are B Site specific
drawings to be delivered or presented to other parties outside the WinStar
organization without prior written consent from an authorized WinStar
representative.
SITE EVALUATION FORM
[FORM FOR SPECIFYING DATE RELEVANT TO SITE LOCATION PROCESS]
B SITE PRE-EQUIP GUIDELINES
DESIGN
The WinStar microwave radio system is a compact, cost effective,
highly reliable, easy to configure microwave radio system. The WinStar microwave
radio system is also referred to as a LINK, consisting of two separate terminals
operating in the same frequency band on complementing transmit and receive
frequencies.
Each WinStar microwave radio system consist of an antenna and
mount, outdoor unit (ODU ), indoor unit ( IDU ) and IDU to ODU interconnect
cable. The IDU of each terminal is connected to the Customer's termination
equipment via an approved WinStar interconnect cable.
The WinStar microwave radio system is designed for ease of
installation and operation. The outdoor unit ( ODU ) is designed to either be
mounted directly to the antenna on an antenna mount assembly or depending on the
model be mounted remotely from the antenna.
The indoor unit ( IDU ) is designed to be mounted in a standard 19-
inch EIA relay rack or in an enclosed lockable cabinet in a designated secure
location. Prior the installation of a WinStar microwave radio system, the
proposed install site must be site surveyed and documented as required by
WinStar. The Site Survey is one phase of several that will allow the successful
installation of a WinStar Microwave radio system to proceed.
On-Net facilities are connected to Hubs via 38 GHZ circuits in a
point-to-point configuration. On-Net facilities provide customer access via high
speed and low speed circuits in a point-to-point design. WinStar field personnel
will follow the pre-construction design criteria d in this document to prepare
for the installation of On-Net facilities.
NETWORK ARCHITECTURE
On-Net sites are customer access points for microwave links that
transmit traffic to and from Hubs. Hub and On-Net sites communicate via
multiple DS3/DS1 radio links in the 38 Ghz portion of the spectrum. The Hubs
function as concentrators for these microwave links, providing DS3 or DS1
service for buildings within the Hub service area. In some instances , the
traffic from these buildings will be bundled into multiple DS3 links over a
fiber SONET Ring backbone, or connected by low frequency radio shots. This
fiber backbone will initially be provided by a competitive access provider
(CAP).
In simple terms, the network architecture features On-Net sites as
customer access points for traffic, with Hubs transmitting and receiving
traffic from On-Net sites via microwave links. Hubs concentrate that traffic
from On-Nets and transmit (or receive) traffic over fiber links to any one of
the following:
o WTI 5ESS switch sites
o Other Hubs
o IXCs (inter-exchange carriers)
o LECs (local exchange carriers)
o CAPs (competitive access providers)
B-SITE PRE-EQUIP CONSTRUCTION GUIDELINES
This section provides a single, uniform guideline for field personnel that
outlines the scope of work required for pre-equipping of On-Net sites (B-sites).
These guidelines can be used for obtaining price quotes from service vendors.
Any questions should be directed to Network Construction & Deployment. If the
cost for meeting the guidelines below exceeds $5,000 consult with NC&D
Construction Engineering.
Complete the WinStar B Site Evaluation Form and submit with price quote.
Scope of Work
o Assemble and install antenna mount/s in a position that ensures
line-of-site (LOS) to Hub facility
o Install plenum rated cable between common equipment location and
penetration point
o Install five (5) RG 8 cables from mount to common equipment location,
ensure all cables are tagged with WinStar provided cable
Identification tags
o WinStar's policy does not dictate the use of conduit between common
equipment and point of penetration.
o Install five (5) WinStar provided surge protectors at the building
interior point of penetration (refer to diagram 0-7)
o Install water proof sleeves at cable point of penetration
o Protect cable in rigid conduit or cable trough if crossing open roof
area
o Common equipment location to be based on cost of proximity to building
MDF
o Identify inside wiring distribution pathways
o Core drill verticals if required and sleeve
o Grounding mount per local practice. Refer to WinStar Antenna mount
grounding requirements
o Utilize open bay configurations for secure areas
o Utilize lockable cabinet configurations for non protected areas
Install RG-8 plenum coax cables from the roof mount to equipment location.
Install at least 5 cables in all cases. Install an additional two cables if the
two cables can be installed for less than $2000. Otherwise, obtain price quotes
for the additional two cables and submit to NC&D. The maximum allowable IDU to
ODU cable length is 1000 feet. Ensure any exposed cable on rooftop is protected
(by conduit, wire tray, or PVC), from the antenna mount to building penetration
point. Install lightning arrestor and surge protection inside building near
point of penetration. B-sites do not require that conduit be used between
equipment location and roof penetration point, only that the cable be sleeved at
penetration points. Local codes or building management requirements may require
otherwise. Exceptions should be explained and justified in writing to Network
Engineering. Verify internal distribution path for inside wiring through
existing telco risers. Maximum allowable STP cable length is 550 feet. Establish
cable paths sufficient for vertical distribution as identified by the Site
Survey and insert removable fire protection as required.
Pre wiring of riser cable is not recommended, inside wiring will be installed on
a ICB basis depending on customer requirements.
Determine the cable path for the cable(s) between the ODU and the IDU. This
requires inspection of the roof top for a portal conduit that allows entry from
the roof top to the internal cable riser pathway. If a portal conduit is not
available, or the existing ports are filled, notify WinStar Operations and
provide a recommended solution. While on the premises, obtain the name and
telephone number of the roofing contractor used by, or recommended by, the
building manager. This information will assist in expediting the installation of
a portal conduit.
Measure the distance of the proposed cable path between the ODU and the IDU and
add 10%. This additional cable will be used for the creation of service loops
associated with the installation. The maximum length of the coax cable is 800
feet if using plenum rated and 1000 feet if using non-plenum.
B SITE POWER REQUIREMENTS
WinStar utilizes the Reltec/Lorain MZ-60 rectifier as the standard power supply
for B sites. This -48VDC power system is capable of supplying between 10 and 60
amps of DC current. The system can accept various AC feeds depending on site
requirements. Use the following guidelines when ordering initial AC power.
It is the recommendation of WinStar Engineering to equip the rectifier at 240VAC
@ 50 amps. This would allow full utilization of the power plant.
Determine B site rectifier, AC power requirements. This should be done during
the preliminarily site evaluation phase. Install one (1) 120 or 240 VAC, 20-50
amp single phase circuit per MZ-60 power plant. The circuit will terminate into
a NEMA L5-20-50 Twistlock female connector and be mounted in an electrical
outlet box. The male connector will be supplied on a pre-manufactured power cord
for the rectifier assembly. This circuit will be used for the Rectifier
Assembly.
Smaller sites with limited growth potential may install two (2) AC circuits of
110 VAC @ 20 amps. Factors such as separate metering requirements and cost
factors need to be considered when selecting AC power.
1. Install one (1) 120 VAC, 20 amp single-phase circuit. The circuit will
terminate into a NEMA L5-20 Twistlock female connector, mounted in an
electrical outlet box. This circuit will be used for the AC outlet strip,
which will host the cabinet fan assembly power requirement. It may also
supply power to future equipment, test equipment, and PCs used for
maintaining the network.
2. The male connector for the cord of the AC outlet strip must be changed to a
NEMA L5-20 Twistlock Male Connector. This connector will be assembled
during the equipment reconfiguration.
3. Provision one (1) 20 amp circuit for every three cabinets installed at a
site. The AC outlet strips may be connected in series, in-between cabinets.
4. Install the outlet boxes no lower than 84 inches from the base of the floor
and not to exceed more than 8 feet from the cabinet location.
B SITE POWER CONSUMPTION
The Building Management at B sites may be concerned about the power
consumption of the WinStar equipment installed on their premises. By using Chart
N, it is possible to evaluate the amount of AC power that will be used by
various equipment configurations.
To use the chart it is first necessary to calculate the DC requirement
of the WinStar equipment - this will typically be 1.5 amps for each IDU/ODU and
0.6 amps for each Mux. Using this figure, the monthly AC power consumption can
be found from the chart. The chart uses figures taken from the Lorain MZ10F50
Technical Document and assumes a 730 hour month.
EQUIPPED B SITE GUIDELINES
This phase of the B Site process will define the criteria for a fully
equipped B Site Installation.
EQUIPMENT
STANDARD B SITE EQUIPMENT ORDERING FORMS
Central Office Implementation updates the master equipment ordering forms and
provides approved copies to construction and logistics to standardize equipment
ordering.
The following is an approved B Site equipment ordering form.
Current Electronic Copies are available from Logistics and Central Office
Implementation
Standard Configuration 1 Build P-COM 8xT1 Link
Power PART# MFG QTY
-----------------------------------------------------------------------------------------------------
Rectifier, 10 Amp 486524401 Reltec 2
-----------------------------------------------------------------------------------------------------
Fan Module, Rectifier 427215600 Reltec 2
-----------------------------------------------------------------------------------------------------
Mounting Cabinet, Rectifier 588242000 Reltec 1
-----------------------------------------------------------------------------------------------------
Battery, 12V 100 Amp Sure Power 4
-----------------------------------------------------------------------------------------------------
Shelf, Battery 412805200 Reltec 1
-----------------------------------------------------------------------------------------------------
Power Strip IBAR-12 Tripplite 1
-----------------------------------------------------------------------------------------------------
Fuse Panel, Alarm 19"-23" 000-0000-0000 Telect 1
-----------------------------------------------------------------------------------------------------
Mounts
-----------------------------------------------------------------------------------------------------
Mounts: (one of following) 1
-----------------------------------------------------------------------------------------------------
Non-Penetrating Roof PSH-4 Xxxxx
-----------------------------------------------------------------------------------------------------
Wall 60" 91148 Microflect
-----------------------------------------------------------------------------------------------------
Wall 100" 91147 Microflect
-----------------------------------------------------------------------------------------------------
Tripod, Penetrating Microflect
-----------------------------------------------------------------------------------------------------
Cable Feet
-----------------------------------------------------------------------------------------------------
RG-8 Plenum (feet) C-0216 5K
-----------------------------------------------------------------------------------------------------
Octopus, 10' 5006-10 2
-----------------------------------------------------------------------------------------------------
IDU External Alarms 5016-08 1
-----------------------------------------------------------------------------------------------------
16 awg 2 pair (feet) 9080-RED/BLK 20ft
-----------------------------------------------------------------------------------------------------
DC Pwr 6 awg Red (feet) 0601-THHN-RED 10
-----------------------------------------------------------------------------------------------------
DC Pwr 6 awg Blk (feet) 0601-THHN-BLK 10
-----------------------------------------------------------------------------------------------------
Fuse Panel Alarm (feet) 9501 20
-----------------------------------------------------------------------------------------------------
Rectifier Alarm (feet) 20
-----------------------------------------------------------------------------------------------------
Mux Alarm (feet) 20
-----------------------------------------------------------------------------------------------------
25 pr STP cable 24awg CMP-025-24-SSP ANIX 100
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Cabinets
-----------------------------------------------------------------------------------------------------
Indoor Enclosure GL 8401/32 Great Lakes 1
-----------------------------------------------------------------------------------------------------
Radio Equipment
-----------------------------------------------------------------------------------------------------
IDU, 8x 16488 PCom 1
-----------------------------------------------------------------------------------------------------
ODU (one of following)
-----------------------------------------------------------------------------------------------------
Band 1 16268 PCom
------------------------------------------------------------------------------------------------------
Band 2 16260 PCom
-----------------------------------------------------------------------------------------------------
Band 3 16266 PCom
-----------------------------------------------------------------------------------------------------
Band 4 16258 PCom
-----------------------------------------------------------------------------------------------------
Antenna, 12" 23770-002 Xxxxxxx 1
-----------------------------------------------------------------------------------------------------
Power PART# MFG QTY
-----------------------------------------------------------------------------------------------------
DSX
-----------------------------------------------------------------------------------------------------
DSX-1 Panel, Xxxx Field MINI DSX-1/W ADC 1
-----------------------------------------------------------------------------------------------------
DSX-1 Module MINI DSX-1/WM ADC 1
-----------------------------------------------------------------------------------------------------
Mounting Panel, DSX-3 3 Position 000-0000-0000 Telect 1
-----------------------------------------------------------------------------------------------------
Chassis, DSX-3/4 16 Position 0000000000 Telect 1
-----------------------------------------------------------------------------------------------------
Module, DSX-3/4 1090010401 Telect 1
-----------------------------------------------------------------------------------------------------
Local Termination Field
-----------------------------------------------------------------------------------------------------
Split 50 pair block 6639-01-001-01 Krone 4
-----------------------------------------------------------------------------------------------------
Stand off bracket S89D Xxxxxxx 4
-----------------------------------------------------------------------------------------------------
Wire management rings 4
-----------------------------------------------------------------------------------------------------
19" wall/cabinet mount Krone
-----------------------------------------------------------------------------------------------------
Miscellaneous
-----------------------------------------------------------------------------------------------------
Connector, RG-8 Plenum NS 5848-5 20
-----------------------------------------------------------------------------------------------------
Cable Standoff 10001-01 20
-----------------------------------------------------------------------------------------------------
Lightning Protection Device RT-N/W 5
-----------------------------------------------------------------------------------------------------
Ground Bar 40280013 1
-----------------------------------------------------------------------------------------------------
Mounting Bar, 19" 76017 1
-----------------------------------------------------------------------------------------------------
Xxxxx Xxxx, 0" Xxx XXX-X00X-0-X bulk
-----------------------------------------------------------------------------------------------------
Xxxxx Xxxx, 0" Xxx XXX-X00X-0-X bulk
-----------------------------------------------------------------------------------------------------
Screws 2
-----------------------------------------------------------------------------------------------------
Nut, Star Locking (6/32) 2
-----------------------------------------------------------------------------------------------------
Terminal, 12 Position N70149 BEAU 1
Standard Configuration 1 Build P-COM DS-3 Link
Power PART# MFG QTY
-------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Rectifier, 10 Amp 486524401 Reltec 2
------------------------------------------------------------------------------------------
Fan Module, Rectifier 427215600 Reltec 2
------------------------------------------------------------------------------------------
Mounting Cabinet, Rectifier 588242000 Reltec 1
------------------------------------------------------------------------------------------
Battery, 12V 100 Amp Sure Power 4
------------------------------------------------------------------------------------------
Shelf, Battery 412805200 Reltec 1
------------------------------------------------------------------------------------------
Power Strip IBAR-12 Tripplite 1
------------------------------------------------------------------------------------------
Fuse Panel, Alarm 19"-23" 000-0000-0000 Telect 1
------------------------------------------------------------------------------------------
Mounts
------------------------------------------------------------------------------------------
Mounts: (one of following) 1
------------------------------------------------------------------------------------------
Non-Penetrating Roof PSH-4 Xxxxx
------------------------------------------------------------------------------------------
Wall 60" 91148 Microflect
------------------------------------------------------------------------------------------
Wall 100" 91147 Microflect
------------------------------------------------------------------------------------------
Tripod, Penetrating Microflect
------------------------------------------------------------------------------------------
Cable Feet
------------------------------------------------------------------------------------------
RG-8 Plenum (feet) C-0216 5K
------------------------------------------------------------------------------------------
Octopus, 10' 5006-10 2
------------------------------------------------------------------------------------------
IDU External Alarms 5016-08 1
------------------------------------------------------------------------------------------
16 awg 2 pair (feet) 9080-RED/BLK 20ft
------------------------------------------------------------------------------------------
DC Pwr 6 awg Red (feet) 0601-THHN-RED 10
------------------------------------------------------------------------------------------
DC Pwr 6 awg Blk (feet) 0601-THHN-BLK 10
------------------------------------------------------------------------------------------
Fuse Panel Alarm (feet) 9501 20
------------------------------------------------------------------------------------------
Rectifier Alarm (feet) 20
------------------------------------------------------------------------------------------
Mux Alarm (feet) 20
------------------------------------------------------------------------------------------
25 pr STP cable 24awg 100
------------------------------------------------------------------------------------------
Muxes
------------------------------------------------------------------------------------------
Mux, M13 NEC RC-28D NEC
------------------------------------------------------------------------------------------
Cabinets
------------------------------------------------------------------------------------------
Indoor Enclosure GL 8401/32 Great Lakes 1
------------------------------------------------------------------------------------------
Radio Equipment
------------------------------------------------------------------------------------------
IDU, 8x 16488 PCom 1
------------------------------------------------------------------------------------------
ODU (one of following)
------------------------------------------------------------------------------------------
Band 1 16268 PCom
------------------------------------------------------------------------------------------
Band 2 16260 PCom
------------------------------------------------------------------------------------------
Band 3 16266 PCom
------------------------------------------------------------------------------------------
Band 4 16258 PCom
------------------------------------------------------------------------------------------
Antenna, 12" 23770-002 Xxxxxxx 1
------------------------------------------------------------------------------------------
Power PART# MFG QTY
------------------------------------------------------------------------------------------
DSX
------------------------------------------------------------------------------------------
DSX-1 Panel, Xxxx Field MINI DSX-1/W ADC 1
------------------------------------------------------------------------------------------
DSX-1 Module MINI DSX-1/WM ADC 1
------------------------------------------------------------------------------------------
Mounting Panel, DSX-3 3 Position 000-0000-0000 Telect 1
------------------------------------------------------------------------------------------
Chassis, DSX-3/4 16 Position 0000000000 Telect 1
------------------------------------------------------------------------------------------
Module, DSX-3/4 1090010401 Telect 1
------------------------------------------------------------------------------------------
Local Termination Field
------------------------------------------------------------------------------------------
Split 50 pair block 6639-01-001-01 Krone 4
------------------------------------------------------------------------------------------
Stand off bracket S89D Xxxxxxx 4
------------------------------------------------------------------------------------------
Wire management rings 4
------------------------------------------------------------------------------------------
19" wall/cabinet mount Krone
------------------------------------------------------------------------------------------
Miscellaneous
------------------------------------------------------------------------------------------
Connector, RG-8 Plenum NS 5848-5 bulk
------------------------------------------------------------------------------------------
Cable Standoff 10001-01 20
------------------------------------------------------------------------------------------
Lightning Protection Device RT-N/W bulk
------------------------------------------------------------------------------------------
Ground Bar 40280013 1
------------------------------------------------------------------------------------------
Mounting Bar, 19" 76017 1
------------------------------------------------------------------------------------------
Xxxxx Xxxx, 0" Xxx XXX-X00X-0-X bulk
------------------------------------------------------------------------------------------
Xxxxx Xxxx, 0" Xxx XXX-X00X-0-X bulk
------------------------------------------------------------------------------------------
Screws 2
------------------------------------------------------------------------------------------
Nut, Star Locking (6/32) 2
------------------------------------------------------------------------------------------
Xxxxxxxx, 00 Xxxxxxxx XX 00000 BEAU 1
On-Net (B-site) equipment shall be pre-assembled and tested prior to deployment
in the field.
STANDARDIZED B-SITE EQUIPMENT CONFIGURATIONS
o DS1-1 8XT1 IDU
o DS1-2 8XT1 IDU WIRING
o DS1-3 8XT1 IDU ALARM WIRING
o DS3-1 8XT1 IDU
o DS3-2 8XT1 IDU WIRING
o DS3-3 8XT1 IDU ALARM WIRING
o B-SITE ANTENNA SURGE PROTECTION
LOCAL TERMINATION FIELD AND CIRCUIT DEMARC
(See Appendix for Attachments Local Termination Field and WTI Demarc)
o Terminate/Extend B site DSX-1 field per the following guidelines
o Locate Krone 66 style termination block field per site
requirements
o Field may be located in various locations, including:
- wall mounted near common equipment
- rack mounted in either 9 or 23 inch cabinet
- mounted in closest telco closet, blocks may be added to
existing 66 type backboards - in telco closets
o Terminate two (2) 25 pair ABAM cables from DSX-1 panel to first
row of split 50 blocks
o Separate transmit and receive pairs on opposite sides of split 50
block in upper right position per drawing
o Extend customer cables from local termination field to customer
premise o Install cross connects from first row of termination
field (network side) to customer cable termination points
(customer side)
Install WTI cross connects from network side blocks to RJ 48X blocks
located on the right side of termination field
Appendix - Technical Drawings
[CHART DIAGRAMMING SITE IMPLEMENTATION TIMELINE]
Network Construction Engineering
Technical Bulletin No. 550-30-1001-004
This bulletin contains additions or revisions to the WinStar Network
Construction and Development Standard Operating Practices, Volume 1, Revision 1,
(Part No. ###-##-####.)
Insert the following new or changes pages or drawings where indicated.
To: All Winstar Construction Personnel
From: Xxxxxxx Xxxxxx
Network Construction Engineer
Re: Specifications / Requirements / Overview
Standardized WinStar Hub Construction Models
Standardized WinStar Equipment Configurations
Hub Construction Model # 1
1000 Square foot Hub Facility
Specifications / Requirements
Designed to accommodate fifty (50) remote customer "B" sites
Large equipment growth potential / Collocate space available
Original foot print of 24 equipment bays, expandable
VAC requirement 400 amps @ 240 VAC or 200 amps @ 480 VAC
VDC requirement 0-000 xxxx@ -00XXX @ 8hrs reserve
Environmentally controlled facility
Hub Construction Model # 2
500 Square foot Hub Facility
Specifications / Requirements
Designed to accommodate fifty (50) remote customer "B" sites
Limited equipment growth potential / Collocate space available
Original foot print of 24 equipment bays
AC site power requirements 2-300 amps @ 240 VAC or 1-200 amps @ 480VAC
VDC requirement 400 amps @ -48VDC @ 8hrs reserve
Environmentally controlled facility
Hub Construction Model # 3
Less than 200 Square foot Hub Facility
Specifications / Requirements
Designed to accommodate 25 plus remote customer "B" sites
No equipment growth potential
No less then 12 equipment bays
AC site power requirements 100 amps @240 VAC
Hub Construction Model # 4
100 Square foot Hub Facility
Equipped with a 4 x14 DMC Equipment Configuration
Specifications / Requirements
Designed to accommodate up to fourteen remote B sites
Designed under current B site lease language restrictions
Utilizes B site power requirements 240vac @ 40a plus 110vac @ 20a
Utilizes all DMC radio equipment ( requires B sites to be configured with DMC
IUD's)
All active equipment SNMP compliant
Accepts various connectivity schemes
Accepts up to four (4) Low Frequency protected links (or)
Accepts up to 14 carrier provided DS 3 circuits (or)
Designed to support carrier provided Optical Mux (OC XX ) with DS3 terminations
8xT1 or DS3 outbound links depending on available back bone bandwidth
Utilizes Great Lakes 8401 model 23 inch cabinets
Initial equipment complement is pre-assembled for quick turn up time
Requires 100 square foot leased space, sufficient to accommodate four
28"Wx28"Dx84"H lockable cabinets with front and rear access.
Standardized Equipment Configurations
Equipment elevation and assembly drawings available in NC&D Construction Manual
Hub (WinStar Node )
4 x14 DMC Equipment Configuration (see hub construction model 4)
12x T1 P-Com IDU configuration
12x DS3 P-Com IDU configuration
12x CAC/NEC Mux bay
Antenna Bay configuration
12x M 1/3 Mux Bay configuration
DSX-1 Cross connect bay configuration
DSX-3 Cross connect bay configuration
Local Termination Field Hub
"B" (Customer Site )
P-Com 8xT1 x 5 IDU configuration
P-Com DS3 x 2 m1/3 configuration
DLC add on configuration
DLC stand alone configuration
Local Termination Field Customer site
1. HUB FACILITY DESIGN CRITERIA
1.1. INTRODUCTION
The material presented in this section relates to the space planning
and design, the construction, and the communication equipment
installation for the WinStar Hub Facilities.
1.1.1. SPACE PLANNING AND DESIGN
There are two categories of Hub facilities: 500 - 1000 square feet,
000 - 000 xxxxxx feet. The space planning size of the facility is
determined by the number of antennas the facility plans to support,
although, due to lease arrangements, the gross hub size may differ
from the Hub equipment's physical space needs. Unless otherwise
designated in the following guidelines, the Hub design aspects
associated with finishes, power, and environmental support equipment
is similar for all three type of hubs.
The architectural and engineering (A/E) firm is responsible for
producing the construction drawings and specifications necessary to
construct the Hub. The design of all facility components shall be in
accordance with all local, state, regional and/or national building
codes which have jurisdiction at the site location. The construction
engineer shall be responsible for reviewing these governing building
codes and assuring that the Hub is built according to the drawings and
specifications.
The typical hub facility space planning process revolves about the
support of telecommunications equipment located within the Hub space,
and the transmission/reception (antenna) equipment located exterior to
the space. WinStar engineering holds the responsibility for relating
Hub telecommunication equipment quantities and antenna locations to
the A/E at the onset of the space planning process. Lease information
associated with tenant construction standards/guidelines is to be made
available to the A/E, along with any other landlord requirements such
a those associated with review and approval of construction documents.
The A/E holds the responsibility for obtaining, with the assistance of
the WinStar Engineer as necessary, any base building plans of
documents needed for Hub design, or must otherwise develop building
backgrounds and design documents by audit.
At the onset of the space planning process, the A/E shall develop
basic Hub background drawings showing walls, columns, doors, windows,
floor elevation changes, etc. The A/E shall then initiate a proposed
Hub equipment layout for WinStar Network Construction Engineering
approval. The layout shall reflect the items noted on the initial
WinStar Hub equipment listing noted above, along with "generic" hub
equipment support systems such as HVAC equipment, electrical
panelboards, fire alarm panels, etc. Once WinStar Network Construction
Engineering approval is secured, construction documentation
preparation can commence.
1.1.2. ARCHITECTURAL
Every site may be unique and each region of the country may have
special considerations. The following items shall be considered during
the design:
1.1.2.1. Demolition
Coordinate demolition plan for the leased space. Drawings shall
indicate removal and legal disposal of items except those
indicated to be reinstalled, salvaged, or to remain the owner's
property. Measures shall be taken to prevent damage and soiling
of the construction during selective demolition. When permitted,
items may be removed to a suitable, protected storage location
during demolition and then cleaned and reinstalled in their
original locations. The contractor shall be required to
photograph the existing conditions of adjoining construction and
site access pathways prior to the start of construction, as a
record of pre-existing conditions, in order to avoid undue
landlord claims for reparations as a result of construction
activities. A walk-through of the site with the landlord
representative, along with walk through notes are to supplement
the photographs.
The construction documents shall be in compliance with EPA
requirements on hazardous materials before starting demolition.
Comply with hauling and disposal regulations of authorities
having jurisdiction.
1.1.2.2. Ceiling, Walls & Floor
Ceilings: Where possible, an open ceiling environment should be
employed. Should finished ceilings be required due to site
conditions, the standard minimum acceptable ceiling height for
the hubs shall be (ten) feet. Should a particular site not
support the ten floor height, the equipment layout A/E shall
boldly identify the standard variance on the conceptual equipment
layout noted above. When planning ceiling heights, consider
stacked cabinet heights as well as individual cabinet heights. Be
sure to consider seismic bracing and how it will be implemented
in the design. Cable tray shall be installed a minimum of six
inches above equipment, with a minimum of 12 inches clear above
the tray.
For standardization purposes, the preferred drop ceiling system
shall be Xxxxxxxxx Minaboard Fire Guard 24"x24"x5/8" Cortega
#842.
Walls: All walls shall have a minimum of 2.5" sound attenuation
and 5/8" gypsum board with 3 5/8" metal studs. Walls shall be
designed for a two hour fire rating. Finish walls and paint
eggshell white below 8'-0", flat black above 8'-0". Seal all
penetrations in and out of the space with 3M putty, firestop
bags, or equivalent. Wall base shall be finished with Johnsonite
4"x1/8" black vinyl base or approve equal.
Mounting Boards: The A/E shall specify the installation of two
(2) 4'x8'x3/4" fire retardant treated plywood boards to be
located as directed by WinStar. Boards are to be primed and
painted to match adjacent surfaces.
Doors: Hub entrance doors shall be 3'-6" x 7'-0"x 1 3/4" hollow
metal with 1 1/2 hour UL listing and complimentary UL listed
metal door frame. Door hardware shall be Simplex L-1000
mechanical cypher locks. Where possible, embed magnetic door
contacts in door frame for security needs (see below). Door shall
receive WinStar supplied, contractor installed door decal (or
other signage) for space identification.
Floors: Ensure the space has a level floor. Bare concrete floor
shall be sealed to prevent the generation of dust, dirt, and
other airborne particles. Standard Hub floor finishes shall be
Xxxxxxxxx Imperial #51911 Classic White. Anti-static strip mats
shall be used in equipment rows.
All finish material schedules and specifications should be
included in the design.
A/E shall indicate on the design documents the designated floor
space for one (1) storage cabinet, one (1) storage shelving unit,
and one (1) desk with chair, all to be supplied by WinStar,
delivered and placed by contractor.
To be included in the Hub design are the following items:
Eye Wash Station: Lab Safety Supply #RC-2121-S (fend-all) 6
gallon gravity feed eyesaline eye wash station with #RC-2121S-2
dust cover.
Full Coverage Face Shield with wall hook: Lab Safety Supply #
RC-10253 Head/Face Shield or equal.
First Aid Kit: Lab Safety Supply #RC-10430 Small industrial first
aid kit for up to 25 personnel
Fire Extinguishers: One (1) 10 pound carbon dioxide class B and C
One (1) 5 pound dry chemical class A, B & C
1.1.3. STRUCTURAL
Standard commercial property will, in most cases, provide adequate
floor loading capacity for the communications equipment in the typical
layout scheme. However, stacking and/or back to back placement of
equipment may exceed the structural capacity of the floor.
Analysis: Typically, the battery load and power equipment load will
exceed the structural load limit. A structural analysis shall be
completed on the entire hub area at the onset of the space planning
process, and prior to the conceptual equipment layout being sent to
WinStar for approval. Depending upon the proposed antenna mounting
structure, a structural study of the antenna location should be
completed at this time as well. The analysis must include
consideration for the seismic zone of the facility. The results of the
analysis shall be transmitted to the WinStar Engineer at the earliest
possible moment. The following items shall be considered during the
analysis:
o Communication equipment specifications and layout
o DC Power Bay specifications and layout
o Battery plant specifications and layout
o Antenna specifications and layout
o Deck hanging loads (mechanical, electrical, plumbing,
cable ladder, DC cables, communication cables, etc.)
Design: Should structural alteration be required as a result of the
analysis, the construction documents shall reflect all equipment
layouts with anticipated structural loading characteristics. Included
on the documents shall be equipment and antenna mounting details
including seismic restraint connections where applicable.
1.1.4. ELECTRICAL
1.1.4.1. AC Power Systems
The purpose of this section is to establish minimum engineering
parameters to be observed during the design and or retrofit of
WinStar Wireless, Inc. Hub Facilities AC Power Systems. All
design articles must adhere to the requirements of National
Electrical Code, and all applicable state and local ordinances.
Facility AC Power Systems consist of (3) primary components;
generation, distribution, and protection systems. All of these
components are to be engineered to insure maximum cohesiveness
and operating performance. Successful operation of the AC Power
System is crucial in insuring the uninterrupted operation of
WinStar Wireless, Inc. network telecommunications equipment.
1.1.4.2. System Engineering Criteria
Engineers must observe the following parameters when designing
WinStar Wireless, Inc. Hub Facility AC Power Systems. Deviations
from stated parameters must be requested and approved by WinStar
Wireless, Inc. Network Engineering Group, prior to
implementation.
1.1.4.3. Utility Service
WinStar Wireless Inc. Hub Facilities shall preferably be equipped
with (1) 480 Volt 3 Phase 3 Wire Alternating Current Electrical
Service in order to minimize primary service installation costs.
Should 480 Volt service not be available, 208 Volt 3 Phase 3 Wire
service shall be used and treated as the Primary Electrical
Service. Origination of this circuit can be derived via direct
interconnection to Local Utility Provider electrical distribution
grid, or via Subfeed connection to an existing electrical
service. The electrical service must be engineered to satisfy
demand loads of network Hub Facility telecommunications, and
infrastructure support equipment. Service must be equipped with
facilities to allow for disconnect from utility/existing
electrical service and a means for metering of electrical energy
consumption.
1.1.4.4. Main Distribution Switchboard
Should the service be 480 volt, the Hub shall be equipped with
one (1) 480 Volt 3 Phase 3 Wire Alternating Current distribution
panel. The panel shall be equipped with Main Disconnect providing
Ground and Overcurrent Fault Protection for the Service Entrance
(see Shunt-trip Primary Service Circuit Breaker below). The panel
shall be engineered for correct voltage, phase, frequency, short
circuit and continuous current ratings. The panel is to be
equipped with Branch Circuit Distribution Devices; quantities,
ratings, and types will be determined by Infrastructure Support
equipment requirements. Engineering must include execution of
Fault Current analysis, and Short Circuit Coordination study. The
panel must also provide limiting devices as required to eliminate
transient voltage conditions such as spikes and surges which may
be delivered via Service Entrance or emergency power supply (see
surge protection information below).
1.1.4.5. Emergency Service
WinStar Wireless Inc. Hub Facilities shall be equipped with an
Emergency Service Entrance which matches the Hub's Primary
Electrical Service. This Service Entrance shall be derived via
installation of a Bulk Distribution Circuit routed from
Street-Side Portable Generator connection device to one (1)
Manual Transfer Switch. The street-side connection device shall
be a lockable fused switch equipped with main lugs for portable
generator connection. This service shall be utilized via Manual
Actuation in the event of a sustained Utility Electrical Outage.
Emergency service must be engineered to satisfy demand loads of
network Hub Facility telecommunications, and infrastructure
support equipment. Engineering must provide for execution of
Fault Current analysis and Short Circuit Coordination studies.
Manual Transfer Switch shall be ASCO Model 486 with labels
clearly marking source of both emergency and normal feed.
Step-down Transformer
In the sites with 480 Volt primary service, the secondary
distribution is to be obtained via the installation of one (1)
Dry Type, step-down Isolation Transformer. Transformer Primary is
to be routed from current limiting device contained within the
main distribution panel board. Transformer Secondary is to be
routed to Input of Facility Secondary Panel board. Transformer
and Primary/Secondary circuits are to be engineered to satisfy
load requirements of Hub Facility telecommunications and
infrastructure support systems.
1.1.4.6. Secondary Distribution
WinStar Wireless, Inc. Hub Facilities shall be equipped with (1)
120/208 Volt 3 Phase 3 Wire Alternating Current Secondary Service
(Primary Electrical Service and Secondary Electrical Distribution
are considered one and the same where 208 volt service is the
Primary Electrical service). The panel shall be equipped with
Main Disconnect providing Ground and Overcurrent Fault Protection
for the Secondary distribution panel board (see Shunt-trip
Primary Service Circuit Breaker below). The panel shall be
engineered for correct voltage, phase, frequency, short circuit
and continuous current ratings. The panel is to be equipped with
Branch Circuit Distribution Devices; quantities, ratings, and
types will be determined by Infrastructure Support equipment
requirements. Engineering must include execution of Fault Current
analysis, and Short Circuit Coordination study. For Hub sites
with incoming service at 208 volts, the secondary distribution
panel must provide limiting devices as required to eliminate
transient voltage conditions such as spikes and surges which may
be delivered via Service Entrance or emergency power supply (see
surge protection information below).
1.1.4.7. Shunt-trip Primary Service Circuit Breaker
The primary Hub electrical service shall be equipped with a main
disconnect circuit breaker with a shunt-trip device for emergency
power shutdown. The shunt trip device shall be located after the
manual transfer switch and before Hub distribution, with the
possible exception of an independent circuit feeding the fire
alarm control panel and/or other life safety devices. Emergency
Power Off switch shall be ASCO model 1243 with labels "TO
DISCONNECT ELECTRICAL SERVICE".
1.1.4.8. Overcurrent Protective Devices
WinStar Wireless, Inc. Hub Facilities Electrical Distribution
System is to be engineered with Overcurrent Protective Devices
that comply with the following parameters:
Molded Case Circuit Breakers - Sized as required to support loads
with RMS Symmetrical Interrupting Ratings to match symmetrical
interrupting ratings coordinated with fault current analysis and
short circuit study. Breakers are to include permanent Thermal,
Fault, and Instantaneous Trips per pole. Provide 2-pole 25A
breakers for current and future rectifiers in accordance with
equipment schedule.
Fuses - Sized as required to support loads with UL Class RK-1
Time-Delay ranges.
1.1.4.9. Conductors
WinStar Wireless, Inc. Hub Facility AC Power System
conductor requirements must conform to the following
parameters: All conductors are to be AWG type THHN insulated
copper only. All conductor termination's are to be performed
utilizing Compression (15) Ton High-Press, Hex or
Circumventual Crimps will only be accepted. All
termination's are to utilize (2) Hole NEMA Spaced Long
Barrel Lugs only. All fastening hardware to be #316 Grade
Stainless Steel only. All termination's are to be insulated
utilizing Thick Wall Heat Shrink. All conductors are to be
permanently identified utilizing Fiber Cable Tags only.
1.1.4.10. Lighting
Adequate lighting is required for a safe and efficient work
environment. The design should be energy efficient with low
heat generation. UL approved fluorescent light fixtures
shall be installed to provide adequate illumination levels
throughout the hub. Energy efficient 32W T8 tubes and
electronic ballast's should be used to provide 50% decrease
in energy usage and a 90% reduction in heat generated by the
lights.
Emergency backup lighting units should be installed. They
should be activated upon loss of AC power. All emergency
lights should be UL approved and meet all NEC, OSHA, NFPA,
and Life Safety Code requirements.
Telephone
Each Hub space shall be provided with at least one telephone
with high volume ringer.
1.1.4.11. DC Power System
The purpose of this section is to establish minimum
engineering parameters to be observed during the design and
or retrofit of WinStar Wireless, Inc. Hub Facilities DC
Power Systems. Facility DC Power Systems consist of (3)
primary components; rectifiers, batteries, and distribution
systems. All of these components are to be engineered to
insure maximum cohesiveness and operating performance.
Successful operation of DC Power Systems is crucial in
insuring the uninterrupted operation of network
telecommunications equipment in the event of a utility power
outage. As a result of network dependencies DC power systems
are designed with redundant capabilities in all primary
system components, including rectifiers, divergent
distribution paths, and finite stationary battery reserves.
1.1.4.12. System Engineering Criteria
Engineers must observe the following parameters when
designing Hub Facility DC Power Systems. Deviations from
stated parameters must be requested and approved by WinStar
Wireless, Inc. Network Engineering Group prior to
implementation.
1.1.4.13. Battery Reserve
WinStar Wireless Inc. Hub Facilities shall be equipped with
Valve Regulated Lead-Acid recombination batteries to provide
power in the event of a utility power outage. Battery
reserves shall be engineered to provided adequate capacity
required to support Hub Facility DC power demand loads for a
finite period of time. Network Hub Facilities must be
equipped with a minimum of (8) Hours Reserve capacity.
1.1.4.14. Reserve Calculation
Battery reserve capacities must not fall below stated
minimum requirements. Modifications to facility network
equipment DC demand loads will require re-calculation of
battery reserve capacities. Reserve capacity of battery is
to be calculated using battery end voltage equaling 1.75
volts per cell, and 80% of published (8) Hour Amp Hour
Rating. Reserve capacity is to be calculated utilizing the
following formula:
AH
------ x C = R
L
AH - Amp Hours
L - Demand Load Ampacities
C - Correction Factor/0.950
R - Reserve Capacity
1.1.4.15. Battery Recharge
WinStar Wireless Inc. Hub Facilities shall be equipped with
Switchmode technology modular rectifiers as required to
insure capability of exercising Valve Regulated Lead-Acid
recombination station batteries from discharged to full
recharge condition within (24) Hours. Rectifier bank must
included required capacities and (1) redundant unit.
1.1.4.16. Recharge Calculation
Recharge capacities must not fall below stated minimum
requirements. Modifications to facility network equipment DC
demand loads will require re-calculation of battery recharge
capacities. Rectifiers are not to be operated beyond maximum
current limit of 110% of rated capacity. Recharge capacity
is to be calculated utilizing the following formula:
1.1 x AH
------------- + L = RC
R
AH - Amp Hours
L - Demand Load Ampacities
R - Recharge Capacity/Hours
RC - Recharge Current
1.1.4.17. System Voltage
WinStar Wireless, Inc. Hub Facility DC Power Systems are to
be designed to operate within the following voltage ranges:
End Voltage - 42.0 VDC
Float Voltage - 54.0 VDC
Equalize Voltage - 56.0 VDC
High Voltage Shutdown - 57.0 VDC
1.1.4.18. Voltage Drop
WinStar Wireless, Inc. Hub Facilities DC Power Systems are
to be engineered to finite voltage drop levels insuring
continued network equipment operation while providing for
resistance levels encountered due to transport distances.
Voltage drop is to be limited to a maximum of 2.0 VDC
throughout linear routing of distribution circuit.
1.1.4.19. Voltage Drop Calculation
Voltage drop levels are not to exceed stated maximum
allowances. Voltage drop is to be calculated utilizing
battery end voltage equaling 1.75 volts per cell. Voltage
drop is to be calculated utilizing the following
calculations:
L x LL x C
-------------------- = CM
VD
L - Demand Load Ampacities
LL - Loop Length
C - Constant Factor (11.1)
VD - Voltage Drop
CM - Circular Xxxxx
1.1.4.20. Distribution
WinStar Wireless Inc. Hub Facilities DC Power Systems design
is to provide for the installation of (1) Main Power
Distribution Board and Bulk Distribution Circuit
installation to Relay Rack mounted GMT Branch Circuit Fuse
Panels. This distribution system is to provide for Hub
Facility network equipment DC demand loads as well as
equipment interconnection requirements. Main Power
Distribution Board is to be designed with a Charge Section
capable of accommodating termination of all battery and
rectifier sources. Main Power Distribution Board must
provide for divergent Bulk Distribution Conductor routing to
allow for derived A/B distribution systems from board to all
ancillary equipment. Main Power Distribution Board must
provide Over-Current Protection for all Bulk Distribution
Circuits to insure protection of the entire DC Power System.
Electrical fault protection shall be designed to insure
correct device coordination, rating, and placement, allowing
for circuit interruption closest to fault occurrence.
1.1.4.21. Environment
WinStar Wireless, Inc. Hub Facility DC Power Systems are to
be engineered to operate without performance degradation
within the following controlled environmental levels:
Temperature - 32 through 122 Degrees Fahrenheit, Ambient
Humidity - 12% through 97% Relative
1.1.4.22. System Component Engineering Criteria
Section purpose is to establish minimum performance
specifications for all components utilized in Hub Facility
DC Power System design. All equipment must meet or exceed
stated requirements prior to installation consideration.
1.1.4.23. Rectifiers
WinStar Wireless, Inc. Hub Facility DC Power System utilizes
Switchmode rectifier technology. Rectifiers are to be of
modular design to accommodate installation within Facility
Main Power Distribution Board. All rectifier modules must be
capable of Load Sharing with entire plant charge section.
Rectifiers are to be listed by Underwriters Laboratories.
Rectifiers are to be installed with capacities sufficient to
satisfy DC load demands as well as provide for redundant
modular unit application. This configuration will allow for
the removal of (1) unit from service without effecting
station load. Please see Appendix E for rectifiers currently
being purchased.
1.1.4.24. Batteries
WinStar Wireless, Inc. Hub Facility DC Power System utilizes
Valve Regulated Lead-Acid recombination battery technology
to provide mission critical power to network equipment in
the event of a utility power outage. Batteries are to be
designed to accommodate the facility DC load demand with the
capability to support this demand for a minimum of (8)
hours. Load is to be calculated utilizing end voltage
equaling 1.75 VPC. Batteries must be capable of being rack
mounted to allow for integration within facility technical
areas. Racks must satisfy all seismic zone requirements.
Disconnecting means must be supplied to allow for isolation
of battery from Facility Distribution System. Each battery
cell must be individually valve regulated to vent excess
pressure. Rated capacity of cell shall be expressed in
Ampere Hours based on an (8) hour discharge rate. The abrupt
transient response of the cell must not fall below 1.89VPC.
Recombination efficiency of the cell must be 95% or greater.
Provide Specific Gravity of 1.250. Please see Appendix E for
the battery plant currently being purchased.
1.1.4.25. Distribution (MPB)
WinStar Wireless Inc. Hub Facilities DC Power Systems design
is to provide for the installation of (1) Main Power
Distribution Board. This Main Power Distribution Board is to
provide for Hub Facility network equipment DC demand loads
as well as equipment interconnection requirements. Main
Power Distribution Board is to be designed with a Charge
Section capable of accommodating termination of all battery
and rectifier sources. Main Power Distribution Board must
provide for divergent Bulk Distribution Conductor routing to
allow for derived A/B distribution systems from board to all
ancillary equipment. Main Power Distribution Board must
provide Over-Current Protection for all Bulk Distribution
Circuits to insure protection of the entire DC Power System.
Electrical fault protection shall be designed to insure
correct device coordination, rating, and placement, allowing
for circuit interruption closest to fault occurrence. Board
must provide metering, alarms, and control interfaces that
are equipped for extension to remote surveillance stations.
Board must include provisions for the installation of
Battery Disconnecting device, Rectifier module installation,
and battery installation. Please see Appendix C for Main
Power Distribution Board currently being purchased. For ease
in securing DC contractor pricing, the distance between the
main ground bar, the batteries, and the main
distribution/rectifier bay shall not exceed 20 feet.
1.1.4.26. Distribution (GMT)
WinStar Wireless, Inc. Hub Facility DC Power System design
is to provide for diversified Bulk Distribution Circuit
routing from Main Power Distribution Board to Relay Rack
mounted GMT Fuse Panels. These Fuse Panels are to provide
A/B Branch Circuit Distribution from panels to network
equipment.
1.1.4.27. Grounding
WinStar Wireless, Inc. Hub Facility DC Power System design
must include connection of Main Power Distribution Board
Positive Discharge Xxxx Detail to Facility Master Ground
Xxxx Detail. Grounding cable shall be run in independent "J"
hooks supported under cable racks.
1.1.4.28. Conductors
WinStar Wireless, Inc. Hub Facility DC Power System
conductor requirements must conform to the following
parameters: All conductors are to be AWG type THHN insulated
copper only. All conductor termination's are to be performed
utilizing Compression (15) Ton High-Press, Hex or
Circumventual Crimps will only be accepted. All
termination's are to utilize (2) Hole NEMA Spaced Long
Barrel Lugs only. All fastening hardware to be #316 Grade
Stainless Steel only. All termination's are to be insulated
utilizing Thick Wall Heat Shrink. All conductors are to
secured utilizing #9 Round Wax Lacing Cord only. All
conductors are to be permanently identified utilizing Fiber
Cable Tags only. All conductors are to be routed complete
point to point. Use of Splices is prohibited. Cabling from
main distribution board to equipment racks shall be
supported below cable ladder using "J" hooks.
1.1.4.29. Xxxx
WinStar Wireless, Inc. Hub Facility DC Power System design
shall provide for all Xxxx Details to be copper rated on
(1000) Amperes per (1) Square Inch of cross-sectional area.
Xxxx details are to be machined and pre-punched.
1.1.5. MECHANICAL
In most facilities the existing leased space base building
Heating, Ventilation, and Air Conditioning (HVAC) system
will not meet the seven days a week 24 hour requirement the
WinStar hub demands. To achieve the required cooling and
ventilation a dedicated HVAC system will need to be
installed. WinStar is currently purchasing several different
type of HVAC systems from Liebert Corporation depending on
the size and specific requirements of the hub. The location
of the hub versus the location of the cooling system heat
rejection components ( i.e. air cooled condensers, dry
coolers, or exterior wall mounted unitary systems) will
determine which type of HVAC system is used for the hub. See
Appendix B for types of system being purchased by WinStar
for Hub facilities.
The HUB interior design criteria for the HVAC system is
based upon the Hub equipment listing provided by WinStar at
the onset of the design. The maximum bay of equipment is
2700 BTU/hr with a maximum of 130BTU/hr/SF for total
facility load. The overall HVAC system must be designed
along proper engineering practices, taking into
consideration exterior temperature and humidity conditions,
sun exposure, and low initial internal head gain due to
partial equipment installation.
The following items shall be considered during the design:
o Facility temperature shall be maintained between 66
degrees Fahrenheit and 77 degrees Fahrenheit
o Facility relative humidity shall be maintained between
30% and 55%
o Noise level 40dBA or below
o Outside air be kept below 5%
o Redundancy within the system, with one HVAC unit
available at all times
o Overhead hung units supported from the deck/structural
steel above or exterior wall mounted units outside the
hub space
o Drip pan with liquid detector
o Remote temperature and humidification controls
o Automatic HAVC switch over controls
o Condensate pump where necessary
o Alarm and shutdown contacts
o Maintenance accessible
o Final testing and balancing
1.1.5.1. Thermostats
Thermostats shall be mounted in the vacinity of the air
return inlets and should be installed in such a way to
minimize unauthorized tampering with the temperature setting
controls. A lock box cover on a conventional thermostat may
be required if unauthorized temperature resetting is
anticipated.
Normal Set-Points and Sensitivities:
Temperature:
75 degrees F DB +2 degrees F DB
-
Relative Humidity (RH):
Minimum RH: 35%, +5%
-
Maximum RH: 50%, +5%
-
1.1.5.2. Alarms
All sites should be equipped with high and low temperature
alarms. These alarms should be interfaced with the site
security system and monitored around the clock. The sensors
must be accurate enough to detect minimal temperature
variations.
Alarm Set-Points:
Temperature:
Low Set-Point: 60 degrees F DB
High Set-Point: 80 degrees F DB
Relative Humidity (RH):
Low Set-Point: 30% RH
High Set-Point: 60% RH
1.1.5.3. Exhaust Fan
For every hub an exhaust fan should be installed. This
provides a method of removing excessive heat buildup if the
air conditioning units are disabled. The exhaust fan will
also remove any gas or vapors that maybe emitted from the
batteries. It should be located as high as possible in the
hub to remove the maximum amount of heat from the site. The
exhaust fan should run continuously to provide at least four
air exchangers or 2 CFM/SF. The fan should be interlocked
with the fire suppression system.
1.1.5.4. Room Pressurization
The Hub shall be at a positive air pressure. This room shall
be at a positive air pressure relative to all other adjacent
spaces and the outdoors. The purpose of maintaining
pressurization is to minimize the infiltration of airborne
particles.
1.1.5.5. Construction Documents
The construction drawings and specifications for each hub
shall include a listing of all equipment to be installed,
noting whether it is to be purchased by WinStar or by the
contractor. If purchased by WinStar, equipment submittal
sheets and installation instructions shall be included
within the construction document package. Arrangements for
manufacturer representative start-up and instruction shall
be a part of the contractor's work scope for all major
equipment items, weather purchased by WinStar or the
contractor. The mechanical contractor shall be responsible
for all control wiring, including providing a normally
closed or normally open circuit for HVAC unit fire alarm
shut-down where necessary.
1.1.6. FIRE DETECTION AND SUPPRESSION
The fire detection system shall be a cross-zoned smoke detection
system linked to a fire alarm control panel (sub-system to the
building fire alarm control system). The fire suppression protection
systems for a Hub shall either be a pre-action system if water is
available in the building, or a FM-200 gaseous system.
The design of the fire detection and suppression system shall comply
with the requirements of the State Building Codes, applicable NFPA
Sections and requirements of the insurance carrier for the project.
1.1.6.1. Pre-Action System
The design shall be a complete hydraulically designed pre-action
sprinkler system which complies with NFPA 13, 24, 26, 70, 72,
72E, and 72G, ANSI, ASTM, AWS, and MSS.
The safest type of pre-action system for communication equipment
is a Double-Interlocked System. This type of system requires the
activation of both detection system and a sprinkler head before
allowing water to flow into the sprinkler system piping. This
will protect against accidental discharge of water. The A/E
design should provide for a deluge valve, check valve with rubber
seat, main water supply control valve with tamper switch, alarm
pressure switch, air pressure supervisory switch and all trim
valve gages and components all located within the hub. The deluge
valve should be electronically operated. The sprinkler system
shall be supervised with a air compressor and air maintenance
device.
Include a pre-action releasing panel for operation of the
pre-action system. The control unit shall be UL Listed per
Standard 864 for pre-action and the solenoid shall be listed for
use with the panel. The control panel shall have the capacity for
at least two initiative device circuits and inputs from flow, low
air and tamper switches. The control panel shall also have the
capacity for two output circuits for trouble and supervisory
signals to building fire alarm system. The alarm notification to
the building shall be from the alarm pressure switch. All
initiating circuits from the panel shall be Style D. The panel
shall have backup battery and charger for continuous operation of
system for 24 hours.
The pre-action system shall include a detection and control
system for solenoid valve operation on the preaction valve. The
detection circuits shall be obtained from the release panel.
Valves controlling sprinklers or water supplies shall be listed
OS&Y gate valves or butterfly valves suitable for the service
indicated. Where butterfly valves are used, they shall be lug
type flanged or grooved so that piping can be disconnected on one
side of the valve and the valve still hold pressure. All valves
shall be provided with listed tamper switches with both normally
open and normally closed contacts.
1.1.6.2. Installation
Before commencing installation, the Fire Protection Contractor
shall prepare a complete set of Working Drawings required for the
approval and the installation of the fire protection system.
Spacing of the sprinklers shall be coordinated with lights, cable
tray system, air conditioning duct, and architectural reflected
ceiling plan (if any) prior to the installation. The Fire
Sprinkler Contractor shall submit working plans to the
Architect/WinStar representative for final approval and
acceptance. The installation of pre-action system shall be in
accordance with NFPA 13 and manufacturers instructions. The
following items shall be followed during install:
o Place pipe runs to minimize obstruction to other work.
o Place piping in concealed spaces above finished
ceilings if applicable.
o Center sprinklers in one direction only in ceiling tile
with location in other direction variable, dependent
upon spacing and coordination with ceiling elements.
o Apply masking tape or paper cover to ensure concealed
sprinklers, cover plates and sprinkler escutcheons do
not receive field paint finish. Remove after painting.
Replace painted sprinklers.
o Flush entire piping system of foreign matter.
o Install guards on sprinklers where indicated.
o Hydrostatically test entire system and provide trip
test of pre-action system.
o Require test be witnessed by the authority having
jurisdiction (local fire xxxxxxxx), and the A/E.
o Piping Systems shall be installed as follows:
o Piping mains shall be run close to roof, walls and
columns at elevations noted on drawings. Where
elevations are not indicated on plans or sections, run
as high as other work will permit.
o Coordinate piping runs with work of other trades.
Piping shall not interfere with WinStar equipment.
o Pipe lines shall be pitched to allow systems to be
drained.
o Reducing fittings (not bushings, orifices, reducing
flanges or couplings) shall be provided where pipe size
changes. Eccentric reducers shall be provided where
necessary to prevent liquid pockets or air binding.
o Drains shall run to hub or floor drains (provided under
plumbing work).
o Inspection test connections shall be installed as
required by system design.
1.1.6.3. Cleaning
o Cleaning and Purging shall be as specified for each
service.
o Internal surfaces of piping shall be inspected and kept
free of trash, dirt and corrosion.
o Dirty or corroded pipe shall be cleaned to clean, new
condition before assembly.
o External surfaces of piping shall be cleaned of dirt,
rust scale, grease and other foreign matter, acceptable
for painting.
1.1.6.4. Painting
o All finished painting of piping shall be done under
this section.
o All piping and equipment, whether painted in shop,
factory or field, shall be wire brushed and cleaned of
dirt, rust, grease and other foreign matter before
prime coating.
o All fire protection piping shall be painted Fire
Department Red.
o All fire protection piping shall be given two coats of
paint, a minimum thickness of 2 mils.
1.1.6.5. System Inspections, Start-Up And Testing
At the completion of the installation, and after debugging
and preliminary testing of equipment had been carried out by
the contractor, an on-line "real-time" test of the entire
system in the building shall be carried out in the presence
of the WinStar construction manager, the manufacturer's
representative and the Engineer.
1.1.6.6. FM-200 Gaseous Suppression Systems
In buildings where fire suppression water is unavailable or
of insufficient capacity to support a pre-action suppression
system, a gaseous suppression system shall be employed.
WinStar standards call for the use of "Dead-man" abort
switches and time delays. Abort switches are acceptable only
if they are of the "dead-man" type. Keyed abort switches may
be installed for security reasons. Time delay should have no
more than a 30 second delay program. An abort switch may be
used to cycle a time delay. The intent of the time delay is
to allow for: (a) an immediate inspection of the alarmed
area (as indicated on the graphic panel) to determine if the
fire hazard can be contained locally with a hand held
portable fire extinguisher, and (b) to provide additional
time to evaluate the room and prepare equipment for
discharge.
1.1.6.7. FM 000
XX 000 is the preferred substitution for Halon suppression
systems. There are significant differences between the two
systems which must be considered during the design. FM 200
is not toxic. FM 200 concentration requirement is greater
than Halon (7%) and it employs a discharge time of 10
seconds. The pipe sizes are larger and need to be Schedule
40 pipe.
Certain local regulations do not recognize gaseous fire
suppression systems as substitutes for sprinkler systems
where required. Other local regulations may require spare
gas tanks connected to manifolds for maintained coverage
after a system release. The A/E shall consult with the local
fire official prior to committing to a design.
1.1.6.8. Portable Extinguishers
All hub facilities must have a minimum of two type of fire
extinguishers on the premises at all times. The first type
is a 10lb., class BC, CO2 extinguisher. The CO2 extinguisher
should be used first in the event of fires involving
equipment cabinets or racks. This will minimize secondary
damage caused by chemical agents used in ABC class dry type
extinguishers. These agents have alkaline based powders that
can be corrosive and cause sever equipment damage. The
second type is a class ABC, 5 lb., dry chemical
extinguisher. This type should only be used as a last resort
on electrical equipment or when the fire has spread to the
building structure. The extinguishers shall be located where
they will be readily available in the event of a fire. (See
architectural section above)
1.1.7. RACKS
o WinStar has standardized on 23 inch racks for all of its
equipment facilities, this is to provide flexibility for new
technologies that may be introduced into the network.
Wherever possible equipment will be specified at 19 inch,
this is to be able to install equipment into existing 19
inch facilities or at other service providers sites.
o Equipment racks or cabinets shall be 23 x 84 inch EIA/TIA
standard, drilled both sides.
o Provide 23 to 19 inch full length rack reducers
o Allow a minimum of 36 inches space in front and back of the
rack.
o Racks shall be lag mounted into a concrete floor on 4
corners.
o Rack systems require an additional ladder connecting all
racks and extending from each end-rack to a wall.
o Racks in Hub facilities shall be built in rows.
1.1.8. CABLE LADDER SYSTEM
The hub facility cable ladder system shall be a single-tier ladder
system with the weight capacity of the system to support 40 lbs/LF
and, depending on location, must consider the seismic requirements.
The layout of the cable ladder shall match the configuration of the
equipment rows. The cable system design shall provide the required 4"
separation of cable groups. The following items shall be considered
during the design:
o All ladder and overhead framing must be grounded and bonded
o Cable ladder shall have J-hooks extensions to support power
and ground cables
The following cable groups that are required to be separated by a
minimum of two inches:
o Battery and ground (Battery and ground must always be
installed in pairs run side by side)
o Safety and signal grounds
o DS1 transmit and receive cables
o DS3 transmit and receive cables
o OC interface fiber cabling
o Radio cabling
o Alarm cables
o Cabling from riser coming from the Antenna's
o All cabling shall be designed on a 90 degree crossover
pattern
The cable tray system must be laid out and designed to accommodate
cable distribution throughout the equipment area. Continuity of the
cable tray system and support for the cables shall be maintained. The
cable tray system shall be designed with the proper type sections used
as designed by the manufacturer. Straight sections, elbows, tees,
dropouts and expansion connectors shall be used as required within the
system. Cable trays, ladders and troughs may extend through wall or
floors providing the installation is made so that the possible spread
of fire or products of combustion will not be substantially increased.
Openings through fire resistant walls, partitions, floors or ceiling
shall be sealed using firestop or fire bags.
Cable tray systems shall be designed to be installed at heights that
provide clearances adequate to install the necessary equipment with
provisions for expansion. Factors such as ceiling height, light
fixture locations, cable entry ports, equipment location and minimum
cable bending radius must be considered during design and layout.
Cable trays shall not be placed under smoke detectors or sprinkler
heads. Cable trays should not be placed under lights or electrical
fixtures or boxes. It is desirable to have a minimum of 6 inches
between the top of an equipment rack/cabinet and the bottom of the
cable tray. It is recommended that there be a minimum of 12 inches
above the top of the cable tray and the ceiling. AC power cables shall
not be run within a cable tray system unless they are enclosed within
metallic conduit or raceway. Equipment drops from cable racks shall be
from the rack side, not through the rack.
WinStar Wireless is currently purchasing a complete turnkey cable
ladder installation for each hub. Fifteen inch cable supported by
floor mounted tubular supports with unistrut interlocking the system
to the walls. See figure X for typical install.
1.1.9. LOCAL TERMINATION FIELD
1.1.10. ANTENNA CONDUIT REQUIREMENTS
Hub design shall include 2 four inch EMT conduits from the equipment
room to the surge protector box.
WINSTAR
WinStar Practice ###-##-####
Issue 2.2 September 1998
NSO SITE AND EQUIPMENT
TEST AND ACCEPTANCE
1.GENERAL
1.1.Synopsis
This practice presents the necessary steps to test and accept
equipment, products, and sites as they are added to the network. The
intent of this document is to provide a guideline for standardized
acceptance criteria.
1.2.Reason for reissue
Modification of Acceptance Matrix in Section 2.3 and to the Central
Office checklist in Attachment 1.
0.0.Xxxxxxx for comments
Comments regarding this document should be directed to either:
Xxx Xxxxxx, Room 2032, 0000 Xxxxxx Xxxx Xx, Xxxxxx XX 00000
Telephone (000) 000-0000. Email: xxxxxxx@xxxxxxx.xxx.
or
Xxxx Xxxxxx, Xxxx 0000, 0000 Xxxxxx Xxxx Xx, Xxxxxx XX 00000
Telephone (000) 000-0000. Email: xxxxxxx@xxxxxxx.xxx.
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Not for use or disclosure outside WinStar Communications without the written
permission of WinStar.
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A-4-55
1.GENERAL...............................................................55
1.1.SYNOPSIS.........................................................55
1.2.REASON FOR REISSUE...............................................55
0.0.XXXXXXX FOR COMMENTS.............................................55
2.CHECKLIST.............................................................57
2.1.DESCRIPTION......................................................57
2.2.ACCEPTANCE CRITERIA..............................................57
2.3.ACCEPTANCE MATRIX................................................58
2.4.USING THE CHECKLIST..............................................61
2.4.ROUTING THE CHECKLIST............................................62
2.5.NSO PRODUCT/EQUIPMENT ACCEPTANCE CHECKLIST.......................63
2.6.OVERALL ASSESSMENT: MANDATORY SECTION.........................66
ATTACHMENT 1............................................................67
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Not for use or disclosure outside WinStar Communications without the written
permission of WinStar.
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A-4-56
2.CHECKLIST
2.1.DESCRIPTION
This document identifies the steps necessary to ensure that new
additions to the network are properly installed, functional, and
supportable in the operations environment. The checklist is intended as
a generic tool to be utilized in assessing network additions prior to
their acceptance by Network Services Operations.
2.2.ACCEPTANCE CRITERIA
The specific requirements for acceptance by NSO will differ based on
what is being deployed and whether that particular equipment/product
has been previously deployed. For example, the requirements for
accepting a Central Office Switch will differ from those for accepting
a new DCS or Voicemail platform. In general, the following rules can be
applied:
o There should be no duplication of validations that have already
occurred. NC&D is required to provide NSO with documentation of
installation and testing at hand-off to NSO. Accountability is
established via that documentation and acceptance criteria that is
documented by NC&D should not require further validation. NC&D
documentation and Test and Acceptance documents should be stored
centrally with the City Manager for future reference.
o All Central Office switches will require documentation of successful
completion of Integration Testing and ORT for the Engineering plans
effective at time of delivery. In addition, inspection and validation
of all physical installations must be recorded on the checklists
provided in this document.
o Equipment installed in Central Offices external to the switch itself
requires documentation of successful completion of Integration Testing
along with inspection and validation of the physical installation.
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Not for use or disclosure outside WinStar Communications without the written
permission of WinStar.
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A-4-57
2.3.ACCEPTANCE Matrix
FIELD OPERATIONS REQUIREMENTS FOR ACCEPTANCE
Using the following matrix: A check (or notation) in a correlating box
indicates that either documentation of completed work activity must be
received or completion of the activity itself must be acknowledged by
the Field Operations group prior to acceptance of the new
product/equipment in a Central Office.
Product/Equipment types are listed in generic form (i.e. DXC = any
digital crossconnect system) meaning that the same requirements apply
regardless of manufacturer, installer, types of input/output, etc.
Integration Ops Ops
Product/Equipment Engr Pkg MOP CLR Test Results ORT Inspection Testing
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CAP/LEC Interconnects X X X
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Centrex X X X
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CLASS Features X X FVO
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Collocated Equipment X X X X X X
-----------------------------------------------------------------------------------------------------------
DXC X X X X X
-----------------------------------------------------------------------------------------------------------
Fiber Terminal X X X X X
-----------------------------------------------------------------------------------------------------------
ISDN X X FVO X X
-----------------------------------------------------------------------------------------------------------
LET X X X X
-----------------------------------------------------------------------------------------------------------
LNP X
-----------------------------------------------------------------------------------------------------------
Long Distance X X FVO
-----------------------------------------------------------------------------------------------------------
Switch X X X X X
-----------------------------------------------------------------------------------------------------------
Test Equipment X X X X X
-----------------------------------------------------------------------------------------------------------
Trunks (i.e. DA, LD) X X X
-----------------------------------------------------------------------------------------------------------
Voicemail X X X FVO X
-----------------------------------------------------------------------------------------------------------
NOTE: FVO = Field Verification Office meaning that only locations designated FVO
will be ORT tested.
2.4.USING THE CHECKLIST
------------ -------------------------------------------------------
STEP ACTION
------------ --------------------------------------------------------
2.3.1 The checklist is designed in sectionalized format. These
sections may or may not be applicable to the specific
product/equipment being assessed. Section titles are
followed by the question: "Section Applies?".
o If the section is not applicable to the current
product/equipment check:
No
o Alternately, if the section does apply check:
Yes
-------- ------------------------------------------------------------
2.3.2 Sections that are required for every assessment are noted as
"Mandatory Section".
-------- ------------------------------------------------------------
2.3.3 The final section entitled "Overall Assessment" is intended to
provide the rationale for acceptance or rejection of the
product/equipment. If a product is rejected the comments
section must contain an explanation of the criteria that was
critical to that rejection.
There are three categories of potential determinations that can
result:
1. Passes all criteria and is determined to be ready for
service.
2. Conditionally ready for service with no "service
affecting" discrepancies. Items that need to be
resolved will be documented and NC&D will provide a
timeline for resolution.
3. Not ready for service due to the nature of the
deficiencies.
------ ---------------------------------------------------------------
2.3.4 Attachment 1 is provided for use with new Central Office
acceptances only. This attachment is required prior to
Central Office acceptance.
2.4.ROUTING THE CHECKLIST
------ ---------------------------------------------------------------
STEP ACTION
------ ---------------------------------------------------------------
2.4.1 Once the checklist has been completed:
1. a copy should be filed and maintained at the site
2. the original should be forwarded to the Network
Construction and Deployment manager responsible for the
installation
------ ---------------------------------------------------------------
2.4.2 If the assessment involves a rejection an immediate email
notification is necessary to:
1. NC&D Manager responsible for installation (from MOP)
2. NC&D Program Management Director (Xxxx Xxxxxxxx)
3. NSO City Manager
4. NSO Regional Director
------ ---------------------------------------------------------------
2.4.3 If the assessment results in an acceptance an email notification
is necessary to:
1. NSO City Manager
2. NSO Regional Director
Once the managers agree to acceptance, the NSO Regional
Director sends an email notification to:
1. Operations Support
Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxx.xxx)
Xxxxxxx Xxxxxx (xxxxxxxx@xxxxxxx.xxx)
2. VP, Field Operations (Xxx Xxxxxxx)
Operations Support forwards notifications via email to the
Marketing Distribution list.
2.5.NSO Product/Equipment Acceptance Checklist
------------------ ---------------------------------- -----------------------
Product/ Equipment:
------------------ ---------------------------------- -----------------------
Site/Location: Date:
------------------ ---------------------------------- -----------------------
1.0 Rack Installation Section applies? Yes No
Description Accept Defect Initials
--------- -----------------------------------------------------------
1.1 Mountings |_| |_| |_|
--------- -----------------------------------------------------------
1.2 Labels |_| |_| |_|
--------- -----------------------------------------------------------
1.3 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
2.0 Station Ground Section applies? Yes No
Description Accept Defect Initials
--------- -----------------------------------------------------------
2.1 Grounds |_| |_| |_|
--------- -----------------------------------------------------------
2.2 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
3.0 Power Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
3.1 Connections |_| |_| |_|
--------- -----------------------------------------------------------
3.2 Breakers |_| |_| |_|
--------- -----------------------------------------------------------
3.3 Labels |_| |_| |_|
--------- -----------------------------------------------------------
3.4 Convenience Outlets |_| |_| |_|
--------- -----------------------------------------------------------
3.5 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
4.0 Alarms Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
4.1 Wiring |_| |_| |_|
--------- -----------------------------------------------------------
4.2 Labels |_| |_| |_|
--------- -----------------------------------------------------------
4.3 Functional testing |_| |_| |_|
(Verified visibility with NMC)
--------- -----------------------------------------------------------
4.4 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
5.0 Card Installation Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
5.1 Per design |_| |_| |_|
--------- -----------------------------------------------------------
5.2 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
6.0 Timing Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
6.1 Connections |_| |_| |_|
--------- -----------------------------------------------------------
6.2 Labels |_| |_| |_|
--------- -----------------------------------------------------------
6.3 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
7.0 Local Craft Interface Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
7.1 Connections |_| |_| |_|
--------- -----------------------------------------------------------
7.2 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
8.0 Remote Access Connection Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
8.1 Network (LAN) |_| |_| |_|
--------- -----------------------------------------------------------
8.2 Dial |_| |_| |_|
--------- -----------------------------------------------------------
8.3 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
9.0 TBS Inventory Check Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
10.1 Base data built |_| |_| |_|
--------- -----------------------------------------------------------
10.2 Verified 3rd party |_| |_| |_|
--------- -----------------------------------------------------------
10.3 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
10.0 Intra-Facility Connections Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
11.1 Cabling |_| |_| |_|
--------- -----------------------------------------------------------
11.2 Continuity/Loopback Testing |_| |_| |_|
--------- -----------------------------------------------------------
11.3 Labels |_| |_| |_|
--------- -----------------------------------------------------------
11.4 Other |_| |_| |_|
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
11.0 Access Lines Section applies? Yes No
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
12.1 Access terminations |_| |_| |_|
--------- -----------------------------------------------------------
12.2 Other |_| |_| |_|
--------- -----------------------------------------------------------
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
12.0 Functionality Mandatory Section
--------- -----------------------------------------------------------
Description Accept Defect Initials
--------- -----------------------------------------------------------
13.1 Provisioning mechanisms
operating |_| |_| |_|
--------- -----------------------------------------------------------
13.2 Operational testing |_| |_| |_|
--------- -----------------------------------------------------------
13.3 Other |_| |_| |_|
--------- -----------------------------------------------------------
--------- -----------------------------------------------------------
--------- -----------------------------------------------------------
Defect
------------------------------------------------------
Descriptions:
---------------------------------------------------------------------
2.6.Overall Assessment: Mandatory Section
==============================================================================
NOTE: If the current assessment is for a new Central Office, attachment 1A must
also be completed and considered prior to acceptance.
==============================================================================
There are three potential assessment categories:
1. Passes all criteria and is determined to be ready for service.
2. Conditionally ready for service with no "service affecting"
discrepancies. Items that need to be resolved will be documented and
NC&D will provide a timeline for resolution.
3. Not ready for service due to the nature of the deficiencies.
---------------- ----- -------------------- ------------------------------
Accepted |_| Rejected |_|
---------------- ----- -------------------- ------------------------------
Comments:
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------- --------------------------------------------------
Name:
--------------------- --------------------------------------------------
Signature:
--------------------- --------------------------------------------------
Title:
--------------------- --------------------------------------------------
Date:
--------------------- --------------------------------------------------
ATTACHMENT 1
New Central Office Switch
-------------- ------------------------------ ---------------------------------
CO Name:
-------------- ------------------------------ ---------------------------------
CLLI Identifier: Date:
-------------- ------------------------------ ---------------------------------
1. Has NC&D provided a list of outstanding issues and known defects? Yes No
2. Has a schedule for correction of defects been provided? Yes No
===============================================================================
NOTE: If the answer to either question 1 or 2 is No, STOP. Acceptance of the
Central Office by NSO cannot be considered until these have been provided.
===============================================================================
If items 1-3 outlined in the matrix below are less than "fully operational", CO
Operations can accept the switch as "conditional ready for service but requiring
further resolution by NC&D" as long as this item does not constitute offering
services less than what has been declared acceptable by Marketing. Sign-off from
an authorized representative of Marketing management is necessary to effect this
conditional acceptance.
------------------------------------------------------------------------------
Description Yes No Initials
----- ------------------------------------------------- ---- ----- ----------
1. BLV/BLVI operable to Operator Services Provider
----- ------------------------------------------------- ---- ----- ----------
2. E911 services operating
----- ------------------------------------------------- ---- ----- ----------
3. All WinStar NXXs loaded in the switch
----- ------------------------------------------------- ---- ----- ----------
4. Network Facilities and Trunk Groups inventoried
----- ------------------------------------------------- ---- ----- ----------
5. Centest EF&I tested including LAN access
----- ------------------------------------------------- ---- ----- ---------
6. DLC EF&I tested and spare equipment provided
----- ------------------------------------------------- ---- ----- ----------
7. Fiber and CAP facilities tagged
----- ------------------------------------------------- ---- ----- ----------
8. Generator load tested
----- ------------------------------------------------- ---- ----- ----------
9. Rectifier load-sharing equalized
----- ------------------------------------------------- ---- ----- ----------
10. Security card access system verified/alarm detection
----- ------------------------------------------------- ---- ----- ----------
11. Facility clean and ready for operation
----- ------------------------------------------------- ---- ----- ----------
12.
----- ------------------------------------------------- ---- ----- ----------
13.
----- ------------------------------------------------- ---- ----- ----------
14.
----- ------------------------------------------------- ---- ----- ----------
Exception
------------------------------------------------------------
Descriptions:
-----------------------------------------------------------------------------
WINSTAR
WinStar Practice ###-##-####
Issue 1 March 1998
DS-1/DS-3 Certification and Acceptance
Performance Objectives
Synopsis
This practice presents the standards for certification and acceptance of
the WinStar's DS-1 and DS-3 circuits. The standards are intended to be used
for both radios, as well as wireline circuits from carriers, CAPs, etc
Reason for reissue
N/A
Contact for comments
Comments regarding this document should be directed to either:
Xxxxx Xxxxxxxx, 180, 0000 Xxxxxx Xxxx, XxXxxx, XX 00000 Telephone
(000) 000-0000 xxx 000. Email: xxxxxxxxx@xxxxxxx.xxx. or
Xxxxx Xxxx, 2nd Floor, 0000 Xxxxxxxxxx Xxxx, Xxxxxx, XX 00000
Telephone (000) 000-0000. Email: xxxxx@xxxxxxx.xxx.
DS-1/DS-3 Circuit Certification and Acceptance Objectives
1.0 Objective:
The objective of this document is to provide a set of standards for
certification and acceptance of the WinStar's DS-1 and DS-3 circuits.
The use of these specifications will ensure a quality circuit, that will meet
customer's increasing demands for circuit performance, as well as industry's
performance objectives.
The error performance parameters that will be used during certification and
acceptance tests are: Errored Seconds (ES), Severely Errored Seconds (SES), Bit
Error Rate (BER), and availability objectives.
The Certification test process will be used to test the "transport" link, prior
to having customer circuit assignments. This certification insures that any
impairments are corrected and these facilities meet the minimum performance
requirements. Duration of the certification test should be a 24-hour test period
to reflect the long term effect of the equipment as well as the environmental
effects on this path.
Acceptance test will use the same test parameters as the certification test,
however, the duration of the test is reduced to one (1) hour. The purpose of the
acceptance test is to detect any degradation in performance which may have
occurred since the certification of the facility, prior to the activation of
customer circuits.
It should also be noted that the Bit Error Rate test by itself can not be used
to describe the health of the transport. The reason being that, usually BER
occurs in burst, therefore, is not indicative of the overall health of the
transport network. In today's data oriented environment, and customers'
increasing demands for error free facilities, performance parameters such as ES
and SES must be used for finding the overall error distribution.
2. Definitions:
Bit Error Ratio (BER): The ratio of the number of bit errors to the total number
of bits transmitted in a given time interval.
Errored Second (ES): A one second interval with one or more bit error.
Error Free Second (EFS): A one second interval in which no bit errors are
received. This parameter is measured in percentage.
Severely Errored Second (SES): A one second interval having a bit error ratio of
1xe-3 or worse.
Outage: An outage, usually measured in `outage second", is declared after 10
consecutive SESs have occurred. Outage seconds are counted until 10 consecutive
non-SESs occur.
Availability: Availability refers to that time which the circuit is available,
that is not experiencing an outage. Usually this termed is expressed as percent
availability by taking the ratio of the available time during a given interval
to the total interval.
3.0 DS-3 Certification Link Objectives (24-hour test period)
This is a test for a newly installed DS-3 radio or a DS-3 hand-off
from other carriers. This test should be done at the DSX-3 point. This
is a looped back test at the DSX-3 panel from the remote location.
Errored Seconds (ES) less than or = 2
Error Free Seconds % (EFS%) greater than 99.998%
Severely Errored Seconds (SES) = 0
Bit Error Ratio (BER, QRS test) less than 1xe-9
3.1 DS-3 Acceptance Link Objectives (not required)
At the present time, once the customer orders a DS-3 circuit, the
certification test will also serve as an acceptance test. A DS-3
acceptance test will be required in the future with the deployment of
OC-3 type SONET radios.
4.0 DS-1 Certification Link Objectives (24-hour test period)
This is a test for a newly installed 8x or 4x DS1 radios or a DS-1
hand-off from other carriers. This test should be done at the DSX-1
point. This is a looped back test at the DSX-1 panel from the remote
location.
Errored Seconds (ES) less than or = 1
Error Free Seconds % (EFS%)greater than 99.999%
Severely Errored Seconds (SES) = 0
Bit Error Ratio (BER, QRS test) less than 1xe-9
4.1 DS-1 Acceptance Objectives (1-hour test period)
This test should be done every time we are turning up a DS1 off of the
DS1 radios or off of the DS-3 radios via the MUX equipment at the
DSX-1 panel
QRSS pattern should be selected for this test to verify the health of
the network, once the following objectives are met the additional 15
minutes stress test must be done before the circuit is accepted and
handed off to the customer.
Errored Seconds (ES): 0
Error Free Seconds(EFS%): 100%
Severely Errored Seconds (SES): 0
Bit Error Ratio (BER) less than 1xe-9
4.1.1 DS-1 Acceptance Objectives (15 minutes stress test)
In addition to the above acceptance test the following stress test
patterns should be performed. The test should be a loop test at the
CSU (if available) or at the RJ48X xxxx, or equivalent DS1 termination
point. The objectives of these stress test patterns are to isolate any
mis-optioning that might exist in the network prior to customer
activation. The length of each pattern should be five minutes.
Stress Test Pattern (AMI):
TEST TIME ERRORS
3 in 24 5 minutes 0
All Ones 5 minutes 0
55 Octet 5 minutes 0
Note: Other stress pattern tests such as 2^15-1, 2^20-1, 2^23-1 could be used
for fault isolation purposes.
Stress Test Pattern (B8ZS):
TEST TIME ERRORS
3 in 24 5 minutes 0
All 0s 5 minutes 0
All Ones 5 minutes 0
55 Octet 5 minutes 0
Note: Other stress pattern tests such as 2^15-1, 2^20-1, 2^23-1 could
be used for fault isolation purposes.
Exhibit A-5
Hub Implementation Forecast
-------------- ------------------- ---------------- ------------------ ---------------------
Month Hubs Delivered Percent of Hubs Delivered Percent of Total
Total Hubs to Date Hubs to Date
-------------- ------------------- ---------------- ------------------ ---------------------
Dec-98 57 21.11% 57 21.11%
Jan-99 -- 0.00% 57 21.11%
Feb-99 -- 0.00% 57 21.11%
Mar-99 18 6.67% 75 27.78%
Apr-99 -- 0.00% 75 27.78%
May-99 -- 0.00% 75 27.78%
Jun-99 25 9.26% 100 37.04%
Jul-99 -- 0.00% 100 37.04%
Aug-99 -- 0.00% 100 37.04%
Sep-99 25 9.26% 125 46.30%
Oct-99 -- 0.00% 125 46.30%
Nov-99 -- 0.00% 125 46.30%
Dec-99 25 9.26% 150 55.56%
Jan-00 -- 0.00% 150 55.56%
Feb-00 -- 0.00% 150 55.56%
Mar-00 20 7.41% 170 62.96%
Apr-00 -- 0.00% 170 62.96%
May-00 -- 0.00% 170 62.96%
Jun-00 20 7.41% 190 70.37%
Jul-00 -- 0.00% 190 70.37%
Aug-00 -- 0.00% 190 70.37%
Sep-00 20 7.41% 210 77.78%
Oct-00 -- 0.00% 210 77.78%
Nov-00 -- 0.00% 210 77.78%
Dec-00 20 7.41% 230 85.19%
Jan-01 -- 0.00% 230 85.19%
Feb-01 -- 0.00% 230 85.19%
Mar-01 10 3.70% 240 88.89%
Apr-01 -- 0.00% 240 88.89%
May-01 -- 0.00% 240 88.89%
Jun-01 10 3.70% 250 92.59%
Jul-01 -- 0.00% 250 92.59%
Aug-01 -- 0.00% 250 92.59%
Sep-01 10 3.70% 260 96.30%
Oct-01 -- 0.00% 260 96.30%
Nov-01 -- 0.00% 260 96.30%
Dec-01 10 3.70% 270 100.00%
-------------- ------------------- ---------------- ------------------ ---------------------
TOTAL 270 100% 270 100%
-------------- ------------------- ---------------- ------------------ ---------------------
Exhibit A-6
Xxxxxxxx Connectivity
1.1. Definitions
The following terms shall have the meanings set forth herein:
(a) "Minimum Xxxxxxxx T-1 Inventory" means the aggregate, cumulative
Xxxxxxxx T-1s that WinStar commits to provide to Xxxxxxxx as
described herein.
(b) "Xxxxxxxx T-1 Ceiling" means the maximum cumulative amount of
Xxxxxxxx T-1s that Xxxxxxxx is entitled to use in any given
calendar year, which shall equal 1.5 multiplied by such year's
Estimated T-1 Inventory, up to a cap of 95,355 Xxxxxxxx T-1s.
Such cap shall in no event be exceeded except as expressly
provided for herein.
(c) "Estimated T-1 Inventory" means the non-binding estimate of the
cumulative number of Xxxxxxxx T-1s that may be available in a
certain calendar year. The Estimated T-1 Inventory is provided
for illustrative purposes only.
(d) "Xxxxxxxx Connectivity" means two percent (2%) of the Domestic
Hub Capacity, which is the quantity to be allocated to Xxxxxxxx,
as may be subsequently modified by written agreement of the
Parties.
(e) "Technology Fee" means the amount that Xxxxxxxx shall pay in
order to exceed the Xxxxxxxx T-1 Ceiling and have the right to
obtain up to the full amount of the Xxxxxxxx Connectivity. The
Technology Fee shall be equal to Xxxxxxxx' Pro-Rata Share of all
Costs associated with any upgraded technology deployed by
WinStar.
[CHART DIAGRAMMING INVESTORY LEVELS]
1.2. Operation.
Upon the Effective Date and for each calendar year beginning with the
calendar year 2000, WinStar will provide to Xxxxxxxx the greater of
the Xxxxxxxx Connectivity, subject to the Xxxxxxxx T-1 Ceiling, and
the Minimum Xxxxxxxx T-1 Inventory. Beginning on the first day of the
calendar year 2008, the Minimum Xxxxxxxx T-1 Inventory and the
Xxxxxxxx T-1 Ceiling shall both remain constant (i.e. at 2008 levels)
for the remainder of the Term.
Schedule B
Performance Standards
1. General
1.1. General.
The performance standards set forth in this Schedule are intended
to measure WinStar's performance with regard to two specific
areas: Problem Resolution and Circuit Availability.
1.2. Definitions.
(a) "Actual Uptime" of a circuit shall mean the period that such
circuit is actually available for normal transport (i.e.,
Scheduled Uptime - outage) plus any time of outage due to a force
majeure event or third party equipment, transport or services.
(b) "Availability" of a circuit shall mean the Actual Uptime
expressed as a percentage of the Scheduled Uptime for such
circuit (i.e., Availability % = (Actual Uptime)/Scheduled Uptime
* 100%).
(c) "Scheduled Uptime" shall mean that period of time (days of the
week and hours per day) during which a circuit is expected to be
available for normal transport.
(d) "Time to Respond" shall mean the elapsed time between
registration of a problem (e.g., through notification by
Xxxxxxxx' Network Customer Care) or service request to WinStar
and the commencement of efforts.
2. problem resolution
2.1. General.
WinStar shall resolve problems with the Xxxxxxxx T-1s as quickly as is
practicable but, at a minimum, shall use commercially reasonable
efforts to meet the standards set forth in Section 2.3.
2.2. Measurement.
The problem classifications are as follows:
(a) Priority Level 1: A problem that causes Outage of
multiple Xxxxxxxx T-1s.
(b) Priority Level 2: A problem that
causes Outage of one Xxxxxxxx T-1 or degrades performance of
multiple Xxxxxxxx T-1s.
(c) Priority Level 3: A problem that
causes degradation of performance of one Xxxxxxxx T-1.
2.3. Performance.
Priority Level Objectives:
Priority Level Mean Time to Respond
------------------------- ------------------------
1 Four (4) hours
2 Eight (8) hours
3 Twelve (12) hours
3. Circuit Availability.
3.1. General.
WinStar shall attain the performance standards set forth in Section
3.3.
3.2. Measurement.
Availability of the Xxxxxxxx T-1s shall be measured as the average
Availability of all WinStar Wireless Fiber Connectivity circuits.
3.3. Performance Objective.
(a) WinStar shall achieve a Wireless Fiber Connectivity Availability
of at least 99.95%.
(b) A circuit is considered inoperative when there is a loss of
signal or when its bit error rate is equal to or worse than 1.0 x
10-3.
Schedule C
Charges
1. General
This Schedule C describes the charging methodologies and processes for
the Wireless Fiber Connectivity that WinStar will provide to Xxxxxxxx
under the terms and subject to the conditions of the Agreement.
2. Xxxxxxxx' payment commitments
2.1. Payment for Hubs.
As consideration for the Xxxxxxxx Connectivity, Xxxxxxxx shall
pay One Million, Four Hundred Eighty-One Thousand, Four
Hundred and Eighty-One Dollars ($1,481,481) upon Acceptance of
each Hub, up to a maximum of Four Hundred Million Dollars
($400,000,000) over the Term. This payment shall be made
thirty (30) days following Acceptance of the corresponding
Hub.
2.2. Additional Wireless Fiber Connectivity.
Subject to Sections 6.4 (Most Favored Customer) and 6.5 (Benchmarking)
of the Agreement, WinStar shall price Wireless Fiber Connectivity
purchased by Xxxxxxxx in excess of the Xxxxxxxx Connectivity, if any,
at WinStar's then-current standard rates. Nothing set forth in this
Schedule C shall be deemed to obligate WinStar to sell more Wireless
Fiber Connectivity than the Xxxxxxxx Capacity.
2.3. Maintenance
Services. Xxxxxxxx shall pay for the Routine Maintenance Services (as
defined in Schedule A) delivered over the Term with regard to the
Xxxxxxxx T-1s at a rate of Three Hundred Eighty Thousand, Twenty-Seven
Dollars ($380,027) per month for the period between January, 1998 and
December 2008, inclusive. Charges for up to Five Thousand Dollars
($5,000) worth of non-routine maintenance per Xxxxxxxx T-1 are also
included in such rate. Charges for Routine Maintenance Services for
other Wireless Fiber Connectivity purchased by Xxxxxxxx shall be
priced at WinStar's then-current standard rates, subject to Sections
6.4 and 6.5 of the Agreement.
2.4. Collocation Services.
Charges for Collocation Services with regard to the Xxxxxxxx
Connectivity are included in the pricing set forth in Sections 2.1 and
2.2 of this Schedule C. Charges for Collocation Services for other
Wireless Fiber Connectivity purchased by Xxxxxxxx shall be priced at
WinStar's then-current standard rates, subject to Sections 6.4 and 6.5
of the Agreement.
