1
CONFIDENTIAL TREATMENT
Exhibit 10.12
Note: Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the SEC under Rule 406. The omitted
confidential material has been filed separately with the SEC. The location of
the omitted confidential information is indicated herein by a legend stating,
"MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT."
SNCB/NMBS Fibre Agreement Confidential
Dated 16 January 1997
(1) SOCIETE NATIONALE DES CHEMINS DE FER
BELGES S.A. DE DROIT PUBLIC / NATIONALE
MAATSCHAPPIJ DER BELGISCHE SPOORWEGEN
N.V. VAN PUBLIEK RECHT
(2) HERMES EUROPE RAILTEL B.V.
FIBRE AGREEMENT
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SNCB/NMBS Fibre Agreement Confidential
CONTENTS
1. Definitions 4
2. Provision and Use of Railway Fibre 9
3. Term 9
4. Charges 9
5. Standards of Fibre and Equipment 10
6. Connection to the Fibre 11
7. Acceptance Tests 11
8. Approvals and Authorisations 12
9. Cuts and Xxxxxxxxxxx 00
00. Planned Works 15
11. Back-up Provision 15
12. Provision of Bandwidth 16
13. Railway Fibre Forecasts and Railway Fibre Ordering Procedures 16
14. Warranties 16
15. Liability 18
16. Insurance 19
17. Exoneration 19
18. Assignment and Transfer 20
19. Review 21
20. Events of Xxxxxxx 00
00. Xxxxxxxxxx 00
00. Termination 23
23. Not used 24
24. Project Management and Dispute Resolution 24
25. Provision of Information and Confidentiality 24
26. Notices 25
27. Waivers and Variations 26
28. Entire Agreement 26
29. Severability 26
30. No Partnership 26
31. Proper Law 26
32. Obligations 27
SCHEDULES:
1. Fibre Description, Service Levels And Interface Standards 28
2. Railway Fibre Ordering Procedures 30
3. Charges, Billing, Payments And Credits 31
4. Dispute Resolution 33
5. Provision Of Bandwidth 35
6. Disclosure Against Warranties 42
ANNEXES
1. Optical Cable Specifications and testing for the Hermes Network (Issue 6.0)
2. Technical Specification for the Provision of Services
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Dated 16 January 1997
PARTIES:
(1) SOCIETE NATIONALE DES CHEMINS DE FER BELGES SA DE DROIT PUBLIC/ NATIONALE
MAATSCHAPPIJ DER BELGISCHE SPOORWEGEN NV VAN PUBLIEK RECHT ("the
Participating Railway") an autonomous public enterprise, whose office is
at xxx xx Xxxxxx 00, 0000 Xxxxxxxx; and
(2) HERMES EUROPE RAILTEL B.V. ("HER") a corporation organised and existing
under the laws of the Netherlands whose registered office is at
Xxxxxxxxxxxx 00, 0000 XX, Xxxxxxxxx, Xxxxxxxxxxx.
INTRODUCTION:
(A) The Railway Fibre is owned by the Participating Railway and in the public
domain.
(B) HER intends to develop and operate a pan-European telecommunications
network, that will run primarily along the route of railway lines for the
transport of international telecommunications traffic as a Carriers'
Carrier.
(C) On [ ] 1996, the Parties together with the Supplier entered into an
agreement ("the Railway Framework Agreement") under which the
Participating Railway agreed, amongst other things, to provide dark fibre
to HER to be used in connection with the HER Network.
(D) The Fibre Agreement sets out the detailed terms now agreed between the
Parties in relation to the provisions of Railway Fibre.
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AGREED TERMS:
1. Definitions
Unless the context requires otherwise, in this Agreement the following
terms shall have the meaning set out against them below:
"Acceptance Tests" the tests described in the Annex which are to be
carried out in accordance with the procedures also
described in the Annex;
"Affiliate" in the case of a party:
(a) any company over which it has a Controlling
Interest;
(b) any company which has a Controlling Interest
in that party (a holding company); or
(c) any company which has the same holding
company as that party;
"this Agreement" this Fibre Agreement, the Schedules and the
Annexes;
"Business Day" Monday to Friday (inclusive) excluding any day
which is a public holiday in Belgium;
"Calculation Month" the month of March immediately preceding the
Calculation Date referred to in Schedule 3;
"Carriers' Carrier" a telecommunications operator solely concerned
with the carriage of telecommunications traffic
for and on behalf or other (licensed or otherwise
authorised) telecommunications operators;
"Charges" the charges to be paid in respect of the Railway
Fibre and maintenance services as set out in
Schedule 3;
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"Confidential Information" any information in any form which is identified at
the time when it is disclosed as being
confidential or is by its nature confidential and
including Confidential Information which has
already been disclosed by either party to the
other prior to the date of this Agreement
including pre-contractual correspondence, but
excluding:
(a) information which is in the public domain
other than by reason of a breach of this
Agreement;
(b) information which is previously known to the
other party to whom it is disclosed at the
time of its receipt other than in breach of
this Agreement; and
(c) information which is independently developed
or discovered at any time by or for the
party to whom it is disclosed;
"Controlling Interest" (a) holding a majority of the voting rights; or
(b) being a member of the company with a right to
appoint or remove a majority of that
company's board of directors;
the credits which fall due to HER where the
Railway Fibre is Cut or suffers from Degradation;
"Credits"
network terminating equipment and other equipment
as may be required based on customers needs used
"Customer Equipment" by HER customers in order to pass messages from
the customer network to the HER Network;
unavailability of Railway Fibre for the
transmission of Messages for more than five
"Cut" minutes other than due to a Planned Outage;
failure of the Railway Fibre to conform with the
Optical Specification of Annex I, other than for
"Degradation" reasons of a Cut or a Planned Outage;
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"Design Report" the Phase 1 Design Report and any other report
prepared by the Supplier with the assistance of
the Participating Railway for each network build
out phase of the HER Network detailing network
implementation works by country;
"Disaster Recovery Plan" a plan to be agreed jointly between the parties to
identify the procedures that will be complied with
by Participating Railway in the event of a Cut or
Degradation to ensure that the Service Levels are
complied with; including but not limited to:
- fault reporting;
- supply and provision of temporary fibre;
- engineer availability and response times;
"Failure to Maintain" a serious diversion from the Disaster Recovery
Plan by the Participating Railway whereby:
(a) a Cut occurs, or is not repaired within the
Service Levels; and
(b) there is an isolation of a Multiplexor node
on the HER Network;
"Facilities Agreement" an agreement dated [ ] entered into between HER
and the Participating Railway for the provision of
rights and facilities to house HER Equipment and
other equipment;
"Fibre Description" the technical description of the Fibre set out in
Schedule 1;
"HER Equipment" all equipment (other than HER Fibre) owned by HER
or provided to HER by a third party forming part
of the HER Network, including optical connectors
from HER transmission equipment to Railway Fibre;
"HER Fibre" optic fibre owned by HER, or provided to HER by a
third party which is to be connected with the
Railway Fibre in the development of the HER
Network;
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"HER Network" the integrated pan-European trunk
telecommunications network to be developed by HER
comprising of fibre optic cables laid primarily
along railway tracks in Europe and including the
Railway Fibre, HER Fibre and HER Equipment;
"Index" the health index for Belgium as published by
Staatsblad Financ. Econ. Tijd or any other
official publication used for labour costs in
Belgium substituted therefor;
"Interface Standards" the technical standards set out in Schedule 1 with
which the "HER Fibre, the Railway Fibre and HER
Equipment must comply in order for there to be
full connectivity and interoperability of the HER
Network and the Participating Railway Network and
to enable them to be connected at the Points of
Connection;
"Licences" all licences approvals and authorisations required
under local, national, European or international
laws;
"Link" a physical link between two Points of Connection
by use of Railway Fibre;
"Message" speech, sounds, data, visual images and any other
signals serving to impart any matter;
"National Centre" The Participating Railways single point of contact
for HER as further specified in the Facilities
Agreement;
"NOC" the HER Network Operations Centre located at
Xxxxxxxxxxxxxxxxx, 0X - 0000 Xxxxxxxxx or such
other address as HER may notify the Participating
Railway from time to time;
"Planned Outage" unavailability of the Railway Fibre for the
Transmission of Messages due to Planned Works of
the Railway Fibre which does not exceed one hour;
"Planned Works" planned works or maintenance of the Railway Fibre
or the cable containing Railway Fibre or planned
alteration to the Participating Railway fibre
network;
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"Points of Connection" one or more physical points at which the HER Fibre
or HER Equipment is no be connected no the Railway
Fibre;
"Railway Fibre" optical dark fibre provided by the Participating
Railway to HER and described in Schedule 1.
Railway Fibre extends to and includes the fibre
terminating equipment owned by the Participating
Railway and may include optical connectors as
specified in Schedule 1 for border crossing
points;
"Railway Fibre an order for Railway Fibre given by HER to the
Order" Participating Railway in accordance with Schedule
2;
"Ready for Service" trackside lands and other property, buildings and
structures including, without limitation, tracks,
gutters, ducts, gantries, poles, accommodation,
buildings power and telecommunications facilities
and storage areas owned by the Participating
Railway over or through which HER and the Supplier
and their respective employees and agents may
reasonably wish to have access in order to benefit
from this Agreement and any other land over which
the Participating Railway has sufficient rights
from time to time to permit or procure access for
such purposes;
"Railway Lands" the date on which the parties have signed the
Certificate of Readiness provided for in Clause 7
certifying that the Railway Fibre is available and
complies with the Fibre Description;
"Relevant Equipment" HER Equipment and Customer Equipment;
"Service Levels" the service levels set out in Schedule 1 in
accordance with which the Railway Fibre must be
provided; and
"The Supplier" Alcatel Xxxx N.V., a Belgian company whose
registered office is at Xxxxxxx Xxxxxxxxxxx 0,
0000 Xxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx S.p.A. an
Italian company whose registered office is at
33/39 Xxxxx Xxxxx Xxxxx, 00000 Xxxxx, Xxxxx; and
Alcatel Contracting S.A. a French
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company whose registered office is at 00, Xxx xxx
Xxxxxxx 00000 Xxxxxx, Xxxxxx.
2. Provision and Use of Railway Fibre
2.1 The Participating Railway shall provide to HER the Railway Fibre in
accordance with the provisions of this Agreement and in particular the
provisions of Schedule 1.
2.2 The Participating Railway agrees that only HER shall have the right to use
the Railway Fibre referred to in Schedule 1.
2.3 Subject to Clause 12, in relation to traffic into and out of Belgium, HER
is only enabled to provide cross-border managed bandwidth contracting as a
Carriers' Carrier.
2.4 Subject to Clause 10, the Participating Railway shall not interfere with
or disrupt HER's right to use the Railway Fibre.
2.5 This Agreement shall not transfer to HER any right, title or interest in
the Railway Fibre other than the right to use the Railway Fibre in
accordance with this Agreement.
3. Term
3.1 This Agreement shall commence on date of signature and shall continue for
a period of ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ## or until terminated in accordance with the
provisions of Clause 22.
3.2.1 HER and the Participating Railway agree that ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ## from the
date of the signing of this Agreement the parties will commence good faith
negotiations on a reasonable basis and use reasonable endeavours to renew
this Agreement.
3.2.2 In the event that HER and the Participating Railway fail to reach an
agreement by the expiry of this Agreement the parties agree that there
shall be no referral to any form of dispute resolution and this Agreement
will terminate in accordance with the provisions of Clause 22.
4. Charges
4.1 HER agrees to pay to the Participating Railway the Charges set out in
Schedule 3 in the manner and on the dates provided for in Schedule 3.
Charges are exclusive of any value
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added or sales tax due and payable in relation to the same. No sales tax
will become due until a valid sales tax invoice is received.
4.2 Liability for payment of Charges shall begin one month after when the
Railway Fibre is Ready for Service.
4.3 The Charges for maintenance of the Fibre shall be reviewed at the times
and in accordance with the indexation procedures set out in Schedule 3.
4.4 All sums due or payable by either party under this Agreement shall be paid
free and clear of any deduction or withholding except as may be required
by law.
4.5 HER shall indemnify the Participating Railway against all taxes which are
now or may be payable in respect HER's right to use of the Railway Fibre
excluding any tax (other than sales tax) assessable on the Participating
Railway in respect of the Charges or on the sale of the Railway Fibre or
on assignment of this Agreement.
4.6 HER shall pay the fees referred to in Clause 8.1 for licences and
authorisation to the manner and extent set out in that Clause.
5. Standards of Fibre and Equipment
5.1 HER shall ensure that the HER Fibre and HER Equipment and the
Participating Railway shall ensure that the Railway Fibre comply with the
requirements and Interface Standards set out in part 3 of Schedule 1.
5.2 It is acknowledged by the parties that Interface Standards may vary from
time to time. Schedule 1 may be amended to reflect technical and
operational requirements of the parties or changes in industry standards
from time to time by agreement between the parties or, failing such
agreement, in accordance with the dispute resolution procedures under
Clause 24.
5.3 The Participating Railway agrees that the Railway Fibre shall perform in
accordance with the Service Levels throughout the term of this Agreement.
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6. Connection to the Fibre
6.1 The HER Fibre and/or HER Equipment and the Railway Fibre shall be
connected at the Points of Connection. Such work to be carried out by or
on behalf of HER at its own risk. Any HER fibre on Railway Land shall
comply with regulation 2444C.
6.2 In order to enable connection of the Railway Fibre and HER Equipment, the
Participating Railway shall ensure that the Railway Fibre (including
terminators and connectors) is fully prepared to be connected to HER
Equipment without necessity for HER or the Supplier to carry out any
further works to the Railway Fibre or Railway Lands prior to attaching it
to the HER Equipment or HER Fibre.
6.3 Where HER provides its own accommodation for HER Equipment, the
Participating Railway shall to the extent it is able to do so grant HER
sufficient rights to connect the Railway Fibre to HER Equipment.
7. Acceptance Tests
7.1 The Participating Railway will use its best endeavours to ensure that the
Railway Fibre is available for Acceptance Tests by the dates set out in
the Railway Fibre Order.
7.2 The Participating Railway small permit HER or its Supplier and their
respective sub-contractors agents and employees access to the Railway
Fibre at the Points of Connection to carry out Acceptance Tests of the
type and in accordance with the procedure set out in the Annex.
7.3 HER will procure that the Supplier shall carry out the Acceptance Tests in
the presence of the Participating Railway and HER and/or their agents.
7.4 On satisfactory completion of the Acceptance Tests, the test results
sheets shall be produced to the Participating Railway for signature; these
will be countersigned by the Supplier and approved by HER. The
Participating Railway and HER shall then each sign a Certificate of
Readiness following which the Railway Fibre shall be deemed Ready for
Service. A copy of the Certificate of Readiness, together with test
results will be supplied to the Participating Railway.
7.5 If the Acceptance Test ("the Initial Acceptance Test") is not
satisfactorily completed, the parties agree to cooperate in order to
identify the cause of the failure of the Acceptance Test
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and to make all reasonable efforts to resolve the problem without delay.
Once the problem has been resolved, the parties shall carry out the
Acceptance Tests ("the Further Acceptance Tests") in accordance with the
provisions of the Annex.
7.6 If the cause of the failure of the Acceptance Tests has not been
identified within 5 Business Days of the date upon which the Initial
Acceptance Tests failed to be satisfactorily completed both parties shall
use their best endeavours to identify suitable alternative Railway Fibre
(which itself shall be subject to Acceptance Testing under this Clause).
7.7 The costs of further Acceptance Test should be borne equally between the
parties.
8. Approvals and Authorisations
8.1.1 The Participating Railway shall use best endeavours to obtain and renew
any Licences required in order to provide Railway Fibre and fulfil its
obligations under this Agreement and shall comply with all of their terms
to be observed on its part. If despite using its best endeavours the
Participating Railway fails to obtain such Licences or if they are revoked
in shall not face any claim for loss damage or compensation from HER;
8.1.2 The Participating Railway shall on a continuing basis consult with HER on
its strategy for obtaining the Licenses and to the extent that a licence
fee, tender prices or similar payment is due for the Licences inform HER
of the amount of such fee and use best endeavours to reduce the amount of
such fee;
8.1.3 Subject to sub-clauses 8.1.2 and 8.1.4 HER shall indemnify the
Participating Railway against any fee, tender price or similar payment (or
a reasonable part of it) or payment for universal service which is clearly
identifiable prior to obtaining the licence as solely relating to the
provision by the Participating Railway of the Railway Fibre to HER;
8.1.4 Failure by HER to comply with its obligation to indemnify the
Participating Railway under sub-clause 8.1.3 within 30 days of demand
shall entitle the Participating Railway (during the following 30 days) to
terminate this Agreement immediately without either party having further
recourse for breach of this Clause 8.1 other than for all reasonable
administrative costs and expenses incurred in complying with this clause
8.1. On termination Clause 22.2 shall apply. If the Participating Railways
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does non exercise this right to terminate this Agreement shall continue in
full force and effect.
8.2 HER shall be responsible for compliance with all law, licences, approvals
and other authorisations to be observed on its part relating to the use of
the Railway Fibre for the conveyance of Messages over the HER Network and
all other matters relating to its performance of this Agreement and will
use best efforts to procure that its customers accept and abide by similar
obligations in respect of the conveyance of Messages. Any evidence
produced by HER's Customer of compliance with this obligation shall, if
not in breach of HER's confidentiality requirements be notified to the
Participating Railway.
8.3 The parties will consult with each other and provide each other with
reasonable assistance in complying with their respective obligations under
Clauses 8.1 and 8.2.
8.4 HER shall, in exercising its rights under this Agreement, comply with, and
shall procure the compliance of HER's authorised agents and employees
with, all railway industry procedures of general application of which the
Participating Railway has previously provided sufficient information to
allow compliance.
8.5 The parties agree that the Participating Railway has no responsibility for
the content of Messages transmitted over the HER Network and HER shall
indemnify the Participating Railway and hold in harmless against all
direct liability, losses and damages incurred or suffered by the
Participating railway arising out of any claims by third parties in
respect of the content of transmitted Messages unless in any of the above
cases such Messages were transmitted by or received from the Participating
Railway and shall assist the Participating Railway in defending any action
brought against it.
8.6 Notwithstanding the provisions relating to telecoms licences in Clause 8.1
above, the Participating Railway shall, an its own expense, use best
endeavours to obtain all other necessary consents wayleaves and other
rights as may be required from any third party in respect of the
connection of the HER Fibre and HER Equipment with the Railway Fibre
within Railway Lands. If despite using its best endeavours the
Participating Railway fails to obtain such Licences or if they are revoked
it shall not face any claim for loss damage or compensation from HER;
9. Cuts and Degradation
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9.1 The Participating Railway shall use all reasonable efforts to protect the
Railway Fibre and minimise the likelihood of Cuts or Degradation occurring
and shall provide maintenance services in order to ensure compliance of
the Railway Fibre with the Fibre Description and Service Levels.
9.2 Where the Railway Fibre is Cut:
(a) the parties agree to report any faults occurring with the Railway
Fibre to the other party as soon as reasonably practicable after
they become aware of the same in accordance with fault reporting
procedures. These procedures will be agreed between the parties
before any Railway Fibre is Ready for Service and updated from time
to time;
(b) the Participating Railway agrees to use its best endeavours to
restore full availability of the Railway Fibre (either by repair or
replacement) as soon as reasonably possible and in accordance with
the Service Levels and (when available) the Disaster Recovery Plan;
and
(c) HER shall be entitled to Credits in accordance with the provisions
of Schedule 3.
9.3 Where the Railway Fibre is not performing to the Optical Specification:
(a) HER shall notify the National Centre as soon as it is aware of any
interference with Message which is reasonably believes arises from
Degradation of the Railway Fibre in accordance with Clause 9.2(a);
(b) upon receipt of such notice the Participating Railway shall carry
out an Optical Time Domain Reflection, (OTDR), Test to test the
Railway Fibre for Degradation. The OTDR test shall be carried out
under the supervision of HER and shall be treated as a Planned
Outage;
(c) the Participating Railway shall immediately pass the test results to
HER who shall have the right to review them;
(d) if the test shows no Degradation HER shall reimburse to the
Participating Railway the cost of carrying out the test;
(e) if the test results show Degradation the Credits shall be deducted
from the Charge from the date of the test until the Degradation is
repaired (except for any period during which suitable alternative
fibre is provided under Clause 11);
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(f) the Participating Railway shall use its best endeavours to repair
Degradation;
(g) repair of Degradation shall only be proved by the Participating
Railway by the carrying out of a test in accordance with Clause
9.3.(b); and
(h) for the avoidance of doubt if there is Degradation on the Railway
Fibre to the extent that it becomes unavailable for the transmission
of Messages the Degradation shall be treated as a Cut and Clause 9.2
shall apply.
10. Planned Works
10.1 The Participating Railway shall give HER (at the NOC) at least 30 calendar
days advance written notice of Planned Works.
10.2 The notice under Clause 10.1 shall state the place, time, date and
duration of the Planned Works and the nature effect and technical details
of the potential impact on the HER Network.
10.3 The parties shall work together to reduce the potential impact of the
Planned Works on the HER Network and the Participating Railway shall
continue to provide information on the manner in the notice to HER.
10.4 For the avoidance of doubt the unavailability of Railway Fibre due to
Planned Works shall be treated as Cut from the moment in exceeds the
duration of 1 hour and Clause 9.2 shall apply.
11. Back-up Provision
11.1 Where the Participating Railway is unable to restore full availability of
Railway Fibre under sub-clause 9.2(b), or where a test of Degradation
fails under sub-clause 9.3(b), it shall use its best endeavours to provide
temporary fibre (with cable from spare stock) for the entire period of the
Cut or Degradation.
11.2 Where it is not possible to restore full availability of the Railway Fibre
in accordance with the Service Levels or cure the Degradation and no
suitable temporary fibre is provided under Clause 11.1 or the temporary
fibre does not meet the requirements of Schedule 1, the Participating
Railway agrees to use its best endeavours to provide to HER, as soon as
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practicable and at no additional cost to HER, suitable alternative Railway
Fibre which meets all the requirements provided for in Schedule 1. If
suitable alternative Railway Fibre is not provided HER shall have the
right to terminate or suspend this Agreement in accordance with Clauses 20
to 22.
12. Provision of Bandwidth
HER shall provide the Participating Railway with managed bandwidth on the
HER Network strictly in accordance with Schedule 6.
13. Railway Fibre Forecasts and Railway Fibre Ordering Procedures
13.1 HER shall provide the Participating Railway with fibre forecasts from time
to time showing its requirements for fibre in the future. These shall be
used for planning purposes only.
13.2 Railway Fibre Orders shall be made in accordance with the procedure set
out in Schedule 2.
14. Warranties
14.1 The Participating Railway warrants to HER that:
(a) It is a company duly incorporated and validly existing in all
respects under the laws of the jurisdiction of its incorporation,
with full power and authority to own its assets to carry on its
business as it is now being conducted;
(b) No action is being taken or threatened whether by it or any third
party for or with a view to its liquidation, receivership or
analogous process;
(c) Subject to Clause 32, it has the right:
(i) to enter into this Agreement;
(ii) to grant all rights provided for under this Agreement;
(iii) to permit HER to connect HER Fibre to Railway Fibre in order
to construct the HER Network;
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(d) The Participating Railway has not already granted these rights on
any exclusionary basis to any third party that would prevent HER
from having the benefit of these rights;
(e) The execution of this Agreement is being validly authorised and the
obligations expressed as being assumed by it under this Agreement
constitute valid legal and binding obligations, enforceable against
it in accordance with their respective terms except that under
Belgian law the goods of the Participating Railway used for public
service are not subject for enforcement;
(f) No provision of this Agreement is in any way inconsistent with its
constitution (or that of any Affiliate);
(g) it is fully licensed and authorised to lay cable within which
Railway Fibre is provided and in particular in all places where
Railway Fibre is provided under this Agreement and has sufficient
rights to enter the land surrounding the existing cable in order to
properly maintain it in accordance with the terms of this Agreement;
and
(h) subject to Schedule 6, in is not aware of any contracts, licences,
approvals or other authorisations relating to the Railway Fibre
which materially and adversely affect the ability of HER to benefit
from this Agreement.
14.2 HER warrants to the Participating Railway that:
(a) It is a company duly incorporated and validly existing in all
respects under the laws of the jurisdiction of its incorporation,
with full power and authority to own its assets to carry on its
business as it is now being conducted;
(b) No action is being taken or threatened whether by it or any third
party for or with a view to its liquidation receivership or
analogous process;
(c) The execution of this Agreement is being validly authorised and the
obligations expressed as being assumed by in under this Agreement
constitute valid legal and binding obligations, enforceable against
it in accordance with their respective terms; and
(d) No provision of this Agreement is in any way inconsistent with its
constitution or with any Agreements with its shareholders.
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15. Liability
15.1 Credits shall be deducted in respect of periods during which the Railway
Fibre is Cut (whatever the cause of that Cut) or is subject to Degradation
in accordance with the provisions of Schedule 3.
15.2 Nothing in this Agreement shall restrict the liability of either party for
death or personal injury resulting from the negligence of that party or
its employees acting in the course of their employment.
15.3 Subject to Clause 15.6 neither party shall be liable to the other in
respect of any costs, claims, demands or damages that the other may
sustain in connection with this Agreement or the provision of the Railway
Fibre arising out of any claim brought or made against that other party by
a customer of that other party.
15.4 Neither party shall be liable to the other in respect of any loss of
revenue, business, contracts or profits or for any other indirect or
consequential loss whatsoever, howsoever arising.
15.5 Subject to Clauses 15.1 to 15.4, each party shall fully indemnify the
other in respect of all direct losses, costs, claims, demands and damages
arising as a result of any breach of this Agreement such indemnity to be
limited to the aggregate charges for a 12 months period in respect of any
single incident or series of incidents arising out or single breach of
this Agreement unless caused by the wilful default of the party breaching
the Agreement.
15.6 In the event of a Failure to Maintain, the Participating Railway shall
indemnify HER for any proven losses, costs, claims, demands and damages
paid by HER to its Customers, such indemnity to be limited as follows:
(a) for each hour that there is Failure to Maintain ## MATERIAL OMITTED
AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##
(b) for each incident of a Failure to Maintain - ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ## of
the Charges for maintenance services; and
(c) in any 12 months period - the aggregate Charges for maintenance
services for ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ##
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15.7 The provisions of this Clause shall survive the termination of this
Agreement.
16. Insurance
16.1 Each party shall maintain for the duration of this Agreement fully
comprehensive all risks (including professional indemnity) insurance or
appropriate self insurance with a sum insured adequate to meet any claim
arising under this Agreement and shall on demand, promptly produce written
evidence of this insurance to the other party reasonably requesting that
evidence from time to time.
16.2 Any insurance taken out by any party in relation to this Agreement shall
include a waiver of subrogation rights by the relevant insurer against the
other party under this Agreement.
16.3 Neither party shall do anything which might render void or voidable such
insurance policies or cause the payment of any of such insurance policy
money to be withheld solely or partly because of their act or omission.
16.4 If insurance moneys are withheld due to the act or omission of either
party that party will pay, on demand, to the other all such irrecoverable
sums.
17. Exoneration
17.1. In this Agreement, "Event of Force Majeure" means any abnormal or
overwhelming circumstances which (despite prudent management and
operations) are beyond the control of the party affected and which prevent
that party from fulfilling its obligations under this Agreement in a
timely manner or in compliance with this Agreement, including any xxxxx,
xxxxxxx, fire, flood, snow, water, sabotage, riot, rebellion or government
action (save to the extent that the government is acting as shareholder in
the party in question) or industrial disputes by any person other than
employees of the party claiming the benefit of Force Majeure or its
Affiliates, but specifically excluding failures or delays on the part of
the defaulting party, arising out of:
(a) any failure or delay on the part of any defaulting party or any
sub-contractor engaged by the defaulting party which is not itself
caused by Force Majeure; or
(b) shortages of fuel, supplies or services which are not themselves
caused by Force Majeure.
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17.2 A party affected by an Event of Force Majeure or strike action by its
employees shall use its best endeavours to minimise its effects.
17.3 No party shall be responsible for any failure to fulfil its obligations
under this Agreement if, and only to the extent that such failure shall be
caused by an Event of Force Majeure or strike action by its employees
which makes in impossible or impractical for than party to comply with
such obligations.
17.4 If a party considers than any Event of force Majeure has arisen or may
arise, or that strike action by its employees is planned it shall
immediately notify the other Party of its reasons and likely extent of the
delay and the parties shall endeavour to find a means of avoiding the
delay or disruption.
17.5 Credits shall remain payable in accordance with sub-clause 15.1 to be
calculated in accordance with Schedule 3 and the Participating Railway
shall comply with its maintenance obligations in Clause 9 notwithstanding
the fact than a Cut or Degradation may be due to an Event of Force
Majeure.
18. Assignment and Transfer
18.1 The Participating Railway acknowledges that HER may only assign the
benefit of this Agreement in whole or in part to any Affiliate which has
particular responsibility for construction and/or operation of the Network
in Belgium (such Affiliate to be 100% owned by HER; save for any directors
qualifying shares), or to any successor of HER or its Affiliates, so long
as the commercial, legal, and regulatory and ownership interests between
the parties remain unchanged.
18.2 HER acknowledges that the Participating Railway may only assign this
Agreement to any successor of the telecommunications operations of the
Participating Railway, so long as the commercial, legal, and, regulatory
obligations between the parties in relation to this Agreement remain in
force.
18.3 Each party agrees to notify the others immediately upon organisational
change which may result in assignment of all or any portions of this
Agreement.
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19. Review
19.1 HER and the Participating Railway acknowledge that there are likely to be
changes in circumstances which may impact upon the relationship between
them and the provisions contained in this Agreement and which may require
modifications to the services, facilities or rights provided or granted by
one of them to the other under this Agreement. In recognition of this
fact, HER and the Participating Railway agree that, not more than once in
any year of this Agreement:
(i) either of HER or the Participating Railway may give written notice
to the other setting out the details of the relevant change in
circumstances together with the amendments proposed to be made to
the Agreement;
(ii) within two weeks HER and the Participating Railway shall enter into
good faith negotiations with a view to making appropriate amendments
to the Agreement;
(iii) if no agreement has been reached within three months from the
commencement of negotiations, the matter shall be referred for
determination in accordance with the Dispute Resolution Procedures
contained in Clause 24 and Schedule 5 save that HER and the
Participating Railway agree that the matter shall not be referred
for determination by the courts;
(iv) if agreement cannot be reached under (iii) above the Agreement shall
continue in force unamended.
20. Events of Default
20.1 The following shall be an Event of Default:
(a) Breach of Agreement
A material breach of the terms of this Agreement committed by either
Part.
(b) Unavailability or Degradation or Railway Fibre
Any Railway Fibre is Cut for a continuous period of ## MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## or there are ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ## of ## MATERIAL OMITTED
AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##
or more each in any ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ## period or suffers Degradation
for a continuous period of ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ## beyond a test under
Clause 9.
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20.2 The parties shall notify each other as soon as they become aware of an
Event of Default.
21. Suspension
21.1 Service of a Suspension Notice
(a) A party may serve a Suspension Notice on the other party ("the
Receiving Party") where an Event of Default under sub-clauses
20.1(a) has occurred to the Receiving Party and is reasonably
capable of remedy;
(b) Without prejudice to its right to terminate under Clause 20 HER may
also serve a Suspension Notice upon the Participating Railway if an
Event of Default under sub-clauses 20.1(b) has occurred and is
reasonably capable of remedy and it is agreed that HER shall be
entitled to serve a Suspension Notice in respect of an Event of
Default under sub-clause 20.1(b) even where the cause of Cut or
Degradation is an Event of Force Majeure.
21.2 A Suspension Notice shall specify:
(a) the nature of the Event of Default (including, in respect of an
Event of Default under Clause 20.1(b) details of the relevant
Railway Fibre);
(b) the date and time at which Suspension is to take effect;
(c) the steps reasonably required to remedy the Event of Default;
(d) a reasonable period (of at least 90 days if the notice is served by
the Participating Railway and an least 180 days if the notice is
served by HER) for the defaulting party to remedy it; and
(e) the specific Links in respect of which this agreement is suspended.
21.3 Service of a Suspension Notice
(a) service of the Suspension Notice shall have the effect of suspending
the operation of this Agreement to the extent specified in such
Suspension Notice;
(b) the receiving party shall comply with any reasonable restrictions
imposed on it in the Notice;
(c) without prejudice to any other remedies in this Agreement service of
the Suspension Notice by the Participating Railway shall not affect
the obligations to make payments under this Agreement;
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(d) without prejudice to any other remedies in this Agreement service of
a Suspension Notice by HER shall result in the suspension of
payments for the Railway Fibre during the suspension period;
(e) during the period of a Suspension Notice served by HER, HER shall
continue to provide managed bandwidth along the Railway Fibre
including that offered to the Participating Railway under Clause 12,
unless prevented from providing any managed bandwidth by the
Participating Railway's Event of Default.
21.4 The Receiving Party shall, with all reasonable diligence, take such steps
as shall be reasonable and necessary to remedy the Event of Default and
shall keep the serving party fully informed of the progress which is being
made.
21.5 Where the Receiving Party has complied with the obligations in clause 21.4
and it is reasonable for the Suspension Notice to be revoked the serving
party shall revoke the Suspension Notice as soon as is practicable by
notice in writing.
22. Termination
22.1 A Party may terminate this Agreement in whole or with respect to specific
Links:
(a) If the other party fails to comply with the terms of a Suspension
Notice;
(b) If the other party breaches its obligation to remedy an Event of
Default under clause 21.4; or
(c) except during the period of a Suspension Notice, if the other party
has committed an Event of Default and it is continuing provided
however that where an Event of Default is capable of remedy, a
Suspension Notice has first been served to the other party;
(d) subject to Clause 20.2, if the party terminating has validly served
notice to terminate the Facilities Agreement;
on notice in writing on expiry of the cure period stated in the Suspension
Notice (under clause 21.2(d)) or by 90 calendar days' notice in writing if
the Event of Default is not
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capable of remedy. In the case of a partial termination the notice shall
specify the Links to which the termination shall apply.
22.2 The following shall apply on termination:
(a) save where termination has been invoked by the Participating Railway
due to non payment of the price, this Agreement shall continue in
force beyond termination to the extent that in relates to the
provision of Railway Fibre which HER can demonstrate as necessary in
order to be able to continue to fulfil obligations to its customers
which are in force on the date of termination, up to a maximum
period of eighteen (18) months; and
(b) termination or expiry of this Agreement shall not amount to a waiver
of any breach by either party and shall be without prejudice to any
liabilities or obligations of either party which have accrued up to
the date of termination.
22.3 If either party has terminated only part of the Facilities Agreement so
that certain Railway Fibre no longer forms part of the HER Network (and is
unlikely to form part of the HER Network), they may also terminate this
Agreement in respect of that Railway Fibre only. Subject to this, the
obligations between the parties in respect of all other Railway Fibre
shall remain in full force and effect.
23. Not used
24. Project Management and Dispute Resolution
24.1 Each of the parties shall appoint a Project Manager to act as that party's
representative and prime point of contact in relation to all day-to-day
matters arising in connection with this Agreement. Each Project Manager
shall have the power to commit his principal on day-to-day matters; but he
shall not have the right to vary the terms of this Agreement.
24.2 Any dispute in relation to any matter between the parties arising pursuant
to this Agreement shall be determined in accordance with the provisions of
Schedule 5.
25. Provision of Information and Confidentiality
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25.1 Subject to the party in question having the necessary rights in respect of
relevant intellectual property rights and being free of any obligation of
confidentiality, each party shall provide to the other information about
matters which are relevant to the connection of the Railway Fibre and the
HER Fibre and/or Equipment and the provision of the Railway Fibre under
this Agreement as the other party shall reasonably require at no charge to
the other party to the extent that the information is necessary in order
for that party to perform its obligations under this Agreement and to
benefit from this Agreement.
25.2 Each party will endeavour to ensure that the information provided to the
other party under this Agreement is correct to the best of its knowledge
at the time when it is provided.
25.3 Where a party to this Agreement (the "Disclosing Party") provides to the
other party (the "Receiving Party") Confidential Information, the
Disclosing Party shall ensure that before doing so it has all necessary
consents as may be required in order to disclose the information.
25.4 The Receiving Party shall keep in confidence all Confidential Information
and will not (and will procure that its employees, directors and
professional advisers will not) disclose that information to any third
party.
25.5 The Receiving Party shall be entitled to disclose any Confidential
Information to any of its employees, agents, directors, officers, legal
representatives, consultants or authorised subcontractors or (if approved
in writing by the Disclosing Party) any other third party provided that
the recipient is bound by an undertaking in substantially the same terms
as the provisions of this Clause 25.
25.6 Confidential Information shall only be used for the purposes for which it
was disclosed and/or for the purposes of performing the obligations of the
parties under this Agreement.
25.7 The obligations of Confidentiality in this Clause 25 shall continue for ##
MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## following the termination of this Agreement for any reason or
its expiry.
26. Notices
26.1 Any Notice served pursuant to this Agreement shall be served personally or
sent by pre-paid first class post, by facsimile or by any other method
agreed between the parties including electronic transmission between the
National Centre and the NOC.
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26.2 All Notices and other documents served pursuant to this Agreement shall be
sent to the Managing Director of HER or the Deputy Director of the
Participating Railway at the respective addresses sent out on page 3 of
this Agreement.
26.3 Notices served personally shall be deemed delivered on delivery, by post
shall be deemed delivered three working days following posting and by
facsimile shall be deemed delivered upon being sent but shall be confirmed
by post. Suspension and Termination notices shall only be deemed delivered
if sent by registered post. Notice of Planned Works under Clause 10 shall
be copied to the Project Manager.
27. Waivers and Variations
27.1 No failure by either party to enforce any of the provisions of this
Agreement shall operate as a waiver of any right of that party relating to
that provision.
27.2 No variation of any provision of this Agreement shall be effective unless
in writing and signed by authorised representatives.
28. Entire Agreement
This Agreement is the entire understanding between the parties relating to
the subject matter of this Agreement and supersedes all previous
understandings or agreements whether written or oral.
29. Severability
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of the remainder of this
Agreement
30. No Partnership
This Agreement shall not create a partnership between the parties and, at
all times, each party shall act as an independent contractor for all
purposes of this Agreement.
31. Proper Law
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31.1 This Agreement shall be governed by and construed in accordance with the
laws of Belgium and the parties agree that the Courts of Belgium shall
have exclusive jurisdiction to settle any dispute which may arise out of
or in connection with this Agreement.
31.2 The language of this Agreement and all documents issued pursuant to and
arising out of this Agreement shall be English and, notwithstanding any
translation which may be made, the construction of this contract in
English shall prevail.
32. Obligations
The obligations of each party are only valid to the extent permitted by
Belgian law.
SIGNED by the parties
SIGNED by ) Date:
duly authorised for and )
on behalf of )
SOCIETE NATIONALE DES )
CHEMINS DE FER BELGES S.A. DE )
DROIT PUBLIC/ )
NATIONALE MAATSCHAPPIJ )
DER BELGISCHE SPOORWEGEN )
N.V. VAN PUBLIEK RECHT )
/s/ [illegible]
SIGNED by ) Date: 18/11/96
duly authorised for and )
on behalf of )
HERMES EUROPE RAILTEL B.V. )
GOEDGEKEURD
/s/ [illegible]
DE GEDELEGEERD-BESTUURDER
X. XXXXXXXX
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SCHEDULE 1
Fibre Description, Service Levels And Interface Standards
1. FIBRE DESCRIPTION
1.1 Technical description
The description of the technical requirements with which the Railway Fibre
must comply is set out in the HERMES Optical Cable Specification which is
set out in the Appendix to this Agreement. Revisions to the HERMES Optical
Cable specification will be agreed by HER and the Participating Railway
and the Appendix will be updated accordingly.
1.2 Geographical description
The Railway Fibre will be provided between Points of Connection. HER's
geographical requirements will be as specified in the appropriate Design
Report and confirmed in the Railway Fibre Order.
2. SERVICE LEVELS
2.1 Availability
2.1.1 Target maximum number of Cuts along whole Railway Fibre: ## MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ##
2.1.2 The target restoration time for repair of the Cut is ## MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ##
2.1.3 Availability requirements will be reviewed to the extent HER expands
the kilometres of the HER Network in Belgium with additional Railway
Fibre.
3. INTERFACE STANDARDS
3.1 HER must be notified by the Participating Railway and agree in writing to
the type of terminator to be used as interface between the Railway Fibre
and the HER Equipment or HER Fibre. The Participating Railway is
responsible for connecting its fibre to the terminator.
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3.2 The Participating Railway will give HER or their designated
representatives access to the terminator for the purposes of Acceptance
Testing as set out in Schedule 3 and for the purposes of connecting HER
Equipment or HER Fibre to the terminator.
3.3 HER shall provide an optical connector from the Railway terminator to
HER Equipment and connect into than terminator.
[graphic omitted]
3.4 The parties agree that ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ## will be used to connect HER
Equipment with Railway Fibre.
3.5 The responsibility for connecting HER Fibre to Railway Fibre at border
crossings is detailed in the Design Report.
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SCHEDULE 2
Railway Fibre Ordering Procedures
1. RAILWAY FIBRE ORDERS
1.1 The first Railway Fibre Orders are:
i. Number of fibre pairs : ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##
ii. Route: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##
iii. Total Distance : ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ## kilometers
iv. Available for acceptance Tests by: 10 June 1996
v. Fibres to be provided in accordance with Phase I Design Report
(issue number 1.4) and the terms of this Fibre Agreement.
i. Number of fibre pairs : ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##
ii. Route: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##
iii. Total Distance : ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ## kilometers
iv. Available for acceptance Tests by: 30 May 1997
v. Fibres to be provided in accordance with Phase I Design Report
(issue number 1.4) and the terms of this Fibre Agreement.
1.2 Further Railway Fibre Order shall be made as follows:
(i) based on fibre forecasts provided, either party may seek a
commitment from the other by forwarding an offer to the other party,
in writing, stating the same information as in paragraph 1.1 and
commercial terms consistent with the terms of this Agreement;
(ii) each party is required to respond to an offer in paragraph 1 as soon
as is reasonably possible but in any event within one month;
(iii) as soon as terms are agreed both parties shall sign the Railway
Fibre Order which shall be annexed to this Agreement and be
incorporated into it.
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SCHEDULE 3
Charges, Billing, Payments And Credits
1. CHARGES
HER agrees to pay the Participating Railway:
- ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ## ECU/kilometre per fibre pair per year
- maintenance services fees at:
Years ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##:
## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##/kilometre per fibre pair per year
Years ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##:
## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##/kilometre per fibre pair per year
On the anniversary of the date of this Agreement in each year doing which
the Agreement shall remain in force (each such date being called the
"Calculation Date"), the Charges for maintenance services shall be varied
in accordance with the formula set out below:
## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##
where
RC = Revised Charges
C = Charges listed above as being payable in the relevant year for
maintenance services
CMI(Y) = Index for the month of March immediately preceding the date of
this Agreement
CMI(N) = the Index for the Calculation Month
Note: the CMI(N) figure in any year shall be revised if there is any
change to the reference base for the index so than the above calculation
may be made as if the reference base had not changed.
2. INVOICING AND PAYMENT
2.1 Charges shall be invoiced quarterly in arrears and amounts invoiced shall
be paid within thirty days of the date of the invoice. Payments shall be
made in the currency of account within the European Union from time to
time (currently the ECU). In the event that no such currency exists an the
time of invoicing payment shall be made in the currency of Belgium.
2.2 In the first quarter of each calendar year the Participating Railway shall
issue a credit invoice for the accrued Capacity Credits of the previous
calendar year an the same time as issuing the invoice for the Charges. If
and to the extent that the credit invoice exceeds the charges invoiced on
that quarter, the balance shall be carried forward and deducted from the
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following quarters Charges. Interest is payable on late payment of the
Charges (net of Credits) at the accrued quarterly rate of legal interest
plus ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ## until such payment is made.
3. CREDITS
Credits will be deducted from the Charges an a rate of ## MATERIAL OMITTED
AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##
hour/fibre pair
Credits shall accrue at the rates set out above from the moment that the
National Centre is informed of the Cut or Degradation until the moment HER
is notified that availability has been restored.
Credits will be reviewed to the extent that HER orders additional Railway
Fibre.
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SCHEDULE 4
Dispute Resolution
1. Any dispute in relation to any matter between the parties arising pursuant
to this Agreement shall in the first instance be referred to the Project
Managers.
2. If the Project Managers are not able to settle the dispute concerned it
shall be referred to the Director of Networks for HER who shall meet the
Chief of Telecommunications Division from the Participating Railway in
Belgium within 10 Business Days of being required to do so by the party
and negotiate in good faith to settle the dispute.
3. If such individuals are unable to resolve the dispute then; the Managing
Director of HER and the Director responsible for telecommunications of the
Participating Railway will meet to attempt resolution. They will meet
within 20 Business Days of being requested to do so.
4. If such group cannot resolve the dispute, then the following group will
meet within 20 Business Days of being requested to do so: the Chief
Executive Officer of Global TeleSystems Group (or such other equivalent
shareholder of HER), the Director General or Chief Executive of the
Participating Railway and the senior railway representative on the HER
Supervisory Board.
5. If this final group cannot resolve the outstanding issue, then either
Party may request to resolve the dispute through mediation conducted by a
mediator agreed by the parties or failing which appointed by the Director
of the Belgian Centre for Study and Practice of National and International
Arbitration (CEPINA) in Belgium which mediator shall be familiar with
Belgian law ("the Project Mediator").
6. Should the Project Mediator be unable or unwilling to serve or continue to
serve, the Parties shall select a replacement. If they are unable to agree
then the matter may be referred by either Party to the Director of CEPINA
who shall be requested to appoint a replacement within twenty eight
calendar days of this request.
7. The mediation procedure shall be determined by the Project Mediator in
consultation with the Parties. It shall allow for delivery and exchange of
brief written summaries of the cases of each Party, with any supporting
documents essential to an understanding of the dispute. The Parties and
the Project Mediator may join in the mediation any other party necessary
for
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a mutually acceptable resolution of the dispute. The Project Mediator may
call upon such experts to assist him in his task as he considers
appropriate.
8. The mediation procedure shall be "without prejudice" and all information,
data or documentation disclosed or delivered by a Party shall be treated
as confidential.
9. The Parties shall endeavour in good faith to reach a mutually acceptable
resolution with the Project Mediator.
10. The fees and expenses of the Project Mediator shall be borne equally by
the Parties unless the Project Mediator shall decide otherwise
11. Notwithstanding the above the Courts of Belgium have exclusive
jurisdiction to settle any dispute which may arise out of or in connection
with this Agreement and nothing in this Schedule shall prevent either
Party at any time seeking any interim or interlocutory relief from the
Court.
12. Preliminary proceedings and disputes in connection with this Agreement
shall be conducted in English. When the dispute is escalated to the
Project Mediator, the language will be agreed between the parties. Where
proceedings take place in the Courts of Belgium, they shall take place in
French or Flemish.
13. Unless the Agreement has already been terminated and subject to the
suspension provisions of clause 19, the Participating Railway shall in
every case continue to grant or procure the rights and comply with all its
obligations under the terms of this Agreement regardless of the nature of
the dispute and notwithstanding the referral of the dispute for resolution
under this Schedule.
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SCHEDULE 5
Provision Of Bandwidth
AGREED TERMS
1. Interpretation
This Schedule forms an integral part of the Fibre Agreement between the
Participating Railway and Hermes Europe Railtel B.V.
Expressions defined and references construed in the Fibre Agreement have
the same meaning in this Schedule. In addition the following expressions
in this Schedule shall have the meaning set out against it below:
"HER Link" are the links as described in the Table in
Paragraph 3.1 of this Schedule;
"Interface Standards" the standards supported by HER at any Point
of Connection which are identified in the
Technical Specifications at Annex 2;
"Loss of Services" a failure by HER to provide any of the Links
listed in Paragraph 3.1 which is not in
whole or in part due to a failure of the HER
Network in Belgium;
"Participating Railway
Equipment the equipment including connectors
connecting the Participating Railway network
to the HER Equipment;
"Services" the provision by HER of managed capacity
between Points of Connection as defined in
the Technical Specifications;
"Service Credits" the amount of ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ## ECU per E1 per
hour;
"Service Dates" the date an which the Service relating to a
specific link is effectively available;
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"Technical Specifications" the description of Services, Interface Standards,
Points of Connection and performance
characteristics attached to this Schedule as
Annex A as amended from time to time;
"Thresholds" for Premium service means ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## per annum and for Standard service
means ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ## per
annum.
2. Scope, Term and Review of the Service Agreement
2.1 HER agrees to make available Services under the terms and conditions of
this Schedule to the Participating Railway without charge provided the
Services are used solely for its internal railway purposes.
2.2 This Service Agreement shall commence on the date of the signature of the
Fibre Agreement to which it is attached as a Schedule and shall continue
for a period of ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ## years or until the Fibre Agreement is
terminated.
2.3 Except for the right to receive Services, this Agreement shall not
transfer to the Participating Railway any right, title or interest in the
HER Network.
3. Description of Service and Link
3.1 Table
--------------------------------------------------------------------------------
HER Links Service Level of Availability Quantity
---------------------
From To Service Target Dates
--------------------------------------------------------------------------------
## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ##
--------------------------------------------------------------------------------
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3.2 The provision of Services by HER is subject to availability at the target
dates specified in the Table above. Quantities of E1 in addition to the
quantities specified in the Table will be provided by HER conditionally
upon the Participating Railway demonstrating the need
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within the scope of this Service Agreement and up to a maximum of ##
MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## for each of the HER Links referred to in the table, each
additional E1 being dependent upon the use by HER of an additional pair of
fibres on that HER Link.
4. Connecting
4.1 The Participating Railway shall be responsible for connecting to the HER
Links at the Point of Connection designated by HER.
4.2 Prior to the connection of the Participating Railway to the HER Links, the
Participating Railway shall comply in all respects with the Technical
specifications and the relevant Interface Standards and with the
provisions of Paragraph 5.
4.3 The Participating Railway shall abide by all technical and operational
conditions laid down from time to time by HER, which are necessary to
maintain the integrity of the HER Network.
5. Regulatory Issues and Approvals
5.1 HER is responsible for obtaining regulatory approvals for the
establishment and operation of the HER Network and the provision of
transmission service in each country over which the HER Network extends
from time to time. HER will use best endeavours to obtain relevant
regulatory approvals.
5.2 The Participating Railway is responsible for obtaining any licences for
the provision of its services over the HER Links, the Participating
Railway shall provide HER with a written Certificate confirming that the
Participating Railway has obtained all licences, clearances or other
regulatory authorisations under national, supranational or local laws,
licences or regulations for the establishment and operations of the
Participating Railway telecommunications systems and the provision of its
services.
5.3 The parties agree that the Participating Railway has full responsibility
for ensuring that all signals transmitted over the HER Links which
originate from or terminate with the Participating Railway comply with all
relevant national, supranational or local laws, licences or regulations in
each country over which the HER Links run.
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5.4 The Participating Railway shall indemnify HER and hold HER harmless
against all direct liability, losses, demands and damages incurred or
suffered by HER arising out of any claims brought by third parties in
respect of the content of Messages transmitted over the HER Links where
those signals originate from or terminate with the Participating Railway.
5.5 If and as soon as HER becomes aware through formal notification that it
will not be able to meet any Service Dates for Services over HER Links as
a result of failing to obtain any necessary regulatory approval in time,
it shall immediately notify the Participating Railway and provide a new
date for service.
6. Maintenance and Modification
6.1 HER and its agents and sub-contractors shall have the right form time to
time to modify, extend, repair or replace any part of the HER Network and
HER shall not be liable to the Participating Railway in respect of any
unavailability of Services.
6.2 HER agrees to keep the Participating Railway informed of its maintenance
activities which may affect the Services. HER agrees to give the
Participating Railway 30 days prior warning of any engineering work to be
carried out under Paragraph 6.1 which may affect the Services and agree a
schedule of work to reduce the impact on the Participating Railway.
6.3 HER agrees to provide 24 tour monitoring or Services and, where Services
become unavailable, to use its best endeavours to restore availability
within the periods provided for in the Technical Specifications.
7. General Obligations on the Participating Railway
7.1 The Participating Railway represents, warrants and undertakes, in favour
of HER that it will, at all times, maintain in force and comply with the
conditions of the licences, laws and regulations under which it provides
its services.
7.2 The Participating Railway represents, warrants and undertakes that it
will, at all times:
(a) comply with any conditions for the time being of any licence of HER,
details of which have been communicated to the Participating Railway
in writing;
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(b) comply with all regulations and or laws in every country over which
the HER Links run which concern the provision of services by the
Participating Railway; and
(c) restrict its use of the Services to the application described in
Paragraph 2.1.
7.3 The Participating Railway shall indemnify HER and hold it harmless against
all actions, proceedings, claims, demands or costs howsoever arising out
of any breach by the Participating Railway of any provision of this
Schedule or any infringement of third party intellectual property rights
arising from the carriage of signals introduced into the HER Network by
the Participating Railway or of any breach by the Participating Railway of
any law, regulation, licence approval authorisation applicable to the
provision or use of Services.
7.4 The Participating Railway and HER agree that, should the Participating
Railway use the Services to provide a commercial service to a third parry
in violation of Paragraph 7.2(c), the appropriate measure of the damage
suffered by HER as result of that breach is an amount equal to the total
revenues derived by the Participating Railway from the provision of such
service.
8. Liability
8.1 Provided that HER is able to offer diverse routing along any HER Link, HER
shall pay Service Credits to the Participating Railway for any Loss of
Service exceeding the Thresholds on that HER Link, arising due to the
gross negligence of HER. The aggregate Service Credits payable in any ##
MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## period shall not exceed the annual contract value of the
Fibre Agreement
For the avoidance of doubt, HER shall not be liable to the Participating
Railway for any delay in the implementation of the Services or any part
thereof.
8.2 HER shall in no event be liable to the Participating Railway for any loss
of revenue, loss of profit, loss of contract or loss of goodwill, or any
indirect or other consequential loss, howsoever caused, arising under or
in connection with this Schedule.
8.3 The provisions of this paragraph will survive termination of this
Schedule.
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9. Right of Rescission
9.1 If, despite using best endeavours, HER is unable to obtain or maintain any
licences required by HER in any country to establish or operate the HER
Network or any HER Link or to provide transmission services, or if they
are revoked, or if HER's provision of transmission services is challenged
in any country over which the HER Links run by a formal written
communication from any relevant national regulatory authority or Court,
HER shall not face any claim for loss damage or compensation from the
Participating Railway;
10. Termination
10.1 Notwithstanding clauses 21 and 22 of this Agreement, if the Participating
Railway commits a material breach of its obligations under this Schedule
which is capable of remedy, HER shall serve notice in writing on the
Participating Railway, requiring the Participating Railway to cure the
breach:
(a) within two months if it is a breach of the proviso to paragraph 2.1
of this Schedule or a breach of paragraph 7.1 or 7.2 of this
Schedule or if the Participating Railway's use of the Services
damages or disrupts the HER Network; or
(b) within six months for any other material breach.
10.2 on receipt of the notice in paragraph 10.1 the Participating Railway shall
with all reasonable diligence take such steps as shall be reasonable and
necessary to remedy the breach and shall keep HER informed of the progress
being made.
10.3 Without prejudice to paragraph 10.4. in the event that the Participating
Railway disputes that there is a material breach then the parties will
appoint a Project Mediator in accordance with Schedule 4 paragraphs 5 to
10 to resolve the issue within the cure period mentioned above.
10.4 If the breach is not cured within the periods stated above and no solution
has been found under paragraph 10.3 HER shall be entitled to terminate the
Services and clause 22.2(b) shall apply.
10.5 For the avoidance of doubt. In the event and for the period that HER is
using the Railway Fibre after the Participating Railway has terminated
this Agreement, as provided for by sub-clause 22.2(a), HER shall continue
to provide the Services to the Participating Railway.
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11. Assignment
The Participating Railway may not assign or sub-contract its rights or
obligations under this Service Agreement without the prior written consent
of HER.
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SCHEDULE 6
Disclosure Against Warranties
The Regulation relating to the service and resting periods of personnel under
Bundel 541 Article 14
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OPTICAL CABLE SPECIFICATIONS AND TESTING
FOR THE HERMES NETWORK
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Author: Xxxxxx XXXXXXX Date : 08. 12. 1995
And completed by: Xxxxxx XXXXXXXX Date : 25. 03. 1996
Xxxxxx XXXXXXXX Date : 10. 04. 1996
Xxxxxx XXXXXXXX Date : 02. 05. 1996
Xxxxxx XXXXXXXX Date : 22. 08. 1996
Xxxxxx XXXXXXXX Date : 29. 08. 1996
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TABLE OF CONTENTS
1 - INTRODUCTION ........................................................ 3
2 - SPECIFICATIONS FOR NEW CABLES OWNED BY HERMES ....................... 3-4-5
3 - SPECIFICATIONS FOR FIBRES LEASED BY HERMES .......................... 6
3.1. NEW CABLES BUILT BY RAILWAYS .................................. 6
3.2. EXISTING CABLES ............................................... 6
4 - CABLE TESTING ....................................................... 6
4.1. INTRODUCTION .................................................. 6
4.2. GENERALITIES .................................................. 6-7
4.3. TEST TO BE PERFORMED ON SITE FOR NEW CABLES ................... 7
4.3.1. TESTS AFTER LAYING THE CABLE AND BEFORE JOINTING ....... 7
4.3.2. TESTS DURING JOINTING .................................. 7
4.3.3. TESTS AFTER JOINTING ................................... 7
4.4. PARAMETERS TO BE CHECKED ...................................... 7
4.5. LINK ACCEPTANCE TEST .......................................... 8-9
4.6. PRINCIPLES OF WORKING ......................................... 10
4.6.1. LEASED FIBRE LINKS .....................................9-10-11
4.6.2. CABLE LINKS BUILT BY ALCATEL FOR HERMES ................ 12
4.6.3. SUMMARY OF DATA TO BE PROVIDED AND TESTS TO BE EXECUTED. 13
5 - TEST METHODS ........................................................ 12
5.1. POWER LOSS MEASUREMENTS ........................................ 12
5.2. OPTICAL TIME DOMAIN REFLECTOMETRY MEASUREMENTS ................. 12-13
5.3. POLARIZATION MODE DISPERSION MEASUREMENTS ...................... 13
5.4. CHROMATIC DISPERSION MEASUREMENTS .............................. 13
5.5. LIST OF PROPOSED EQUIPMENT ..................................... 14
6 - APPENDIX (LIST) ..................................................... 15
o APPENDIX 1 Test record for fibre splice attenuation (Reflectometry) 16
o APPENDIX 2 Test record for attenuation measurements (Reflectometry)
and return loss ..................................... 17
o APPENDIX 3 Test record for attenuation measurements (Optical
loss measurement) ................................... 18
o APPENDIX 4 Test record for acceptance test certificate .......... 19
o APPENDIX 5 Test record for Polarization Mode Dispersion ......... 20
o APPENDIX 6 Test record for acceptance test certificate .......... 21
o APPENDIX 7 Test record for chromatic dispersion ................. 22
o APPENDIX 8 Test record for acceptance test certificate .......... 23
7 - HISTORY ............................................................. 24
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1 - INTRODUCTION:
The purpose of this document is to define the Optical Cable Specifications
relevant to the Phase 1 of the HERMES Project and to give the test
procedures on cables.
2 - SPECIFICATIONS FOR NEW CABLES OWNED BY HERMES:
In the case where new cables are supplied by ALCATEL to HERMES, they will
comply with the technical data shown in Table 1 for single mode fibers,
and in Table 2 for dispersion shifted fibers.
In addition to the cable specification shown in Table 1 and 2, the
following specifications will be applied:
- Maximum Splice attenuation average : 0.1 dB at 1550 nm
- Maximum unitary ODF/S connector attenuation : 0.5 dB at 1550 nm
- Minimum connector Return Loss : 50 dB at 1550 nm
- Maximum value for Polarization mode dispersion : 0.7
ps/(checkmark)Km at 1550 nm
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TYPE and CONSTITUTION
Single mode, complying with recommendation : CCITT G 652
The fibres are made of high grade doped silica core surrounded by a silica
cladding; they are coated with a dual layer, UV cured acrylate based coating.
--------------------------------------------------------------------------------
GEOMETRICAL PROPERTIES
Mode field diameter at 1310 nm (micro-m.) [9 - 10] +/- 10 %
Cladding diameter (micro-m.) 125 +/- 3
Coating diameter (micro-m.) 245 +/- 10
Mode field non circularity (%) <= 6
Cladding non circularity (%) <= 2
Core/cladding concentrity error (micro-m.) <= 1
Cladding/coating concentrity error (micro-m.) <= 15
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OPTICAL PROPERTIES
Cut-off-wavelength (Cabled fibre) (nm) (lambda)cc <= 1280
Attenuation:
Maximum value between 1285 and 1330 nm (dB/km) 0.38
Maximum value at 1550 nm (dB/km) 0.25
Attenuation uniformity (local default) (dB) <= 0.1
Chromatic dispersion:
between 1285 and 1330 nm (ps/xx.Xx) <= 3
at 1550 nm (ps/xx.Xx) < 20
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MECHANICAL PROPERTIES
Proof test (%) >= 1
(minimum duration 1 s)
Macro bend test
additionnal loss at 1550 nm (dB) <= 0.1
(100 turns on 75 mm diameter mandrel)
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Note: All measurements to be in accordance with CCITT G. 652 recommendations
Table 1
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TYPE and CONSTITUTION
Single mode dispersion shifted, complying with recommendation: CCITT G 653
The fibres are made of high grade doped silica core surrounded by a pure silica
cladding; they are coated with a dual layer, UV cured acrylate based coating.
--------------------------------------------------------------------------------
GEOMETRICAL PROPERTIES
Mode field diameter at 1550 run (micro-m.) [7.0 - 8.3] +/- 10 %
Cladding diameter (micro-m.) 125 +/- 3
Coating diameter (micro-m.) 250 +/- 10
Cladding non circularity (%) <= 2
Mode field concentrity error (micro-m.) <= 1
Cladding/coating concentrity error (micro-m.) <= 10
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OPTICAL PROPERTIES
Cut-off-wavelength (nm) 1050 <= (lambda)c
<= 1350
Attenuation:
Maximum value at 1550 nm (dB/km) 0.25
Attenuation uniformity (local default) (dB) <= 0.1
Chromatic dispersion
between 1535 and 1575 nm (ps/(xx.Xx) <= 2.7
Zero dispersion wavelength (nm) 1530 <= (lambda)o
<= 1590
Zero dispersion slope (ps/(nm(2).Km) <= 0.085
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MECHANICAL PROPERTIES
Proof test % >= 1
(minimum duration 1 s)
Macro bend test
additional loss at 1550 nm (dB) <= 0.2
(100 turns on 60 mm diameter mandrel)
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Note : All measurements to be in accordance with CCITT G. 653 recommendations
Table 2
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3 - SPECIFICATIONS FOR FIBRES LEASED BY HERMES
3.1. NEW CABLES BUILT BY THE RAILWAYS:
In the case of new cables built by the RAILWAYS, it is recommended
that, as a minimum, specifications for cables as defined in chapter
2 (including for the cable splices and connectors) are applicable.
The minimum cable specification required for the HERMES Network is
as defined in 3.2. Existing cables
3.2. EXISTING CABLES:
In the case of existing cables owned by the RAILWAYS, the
specifications in Chapter 2 must be met with respect to the
following optical properties at 1550 nm : Attenuation, Chromatic
Dispersion, and Polarization Mode Dispersion. The specifications for
the cable splices and connectors in chapter 2 are also applicable.
4 - CABLE TESTING
4.1. INTRODUCTION:
This chapter describes tests related to cable. For existing and new
leased cables this chapter provides advice to the RAILWAYS on test
procedures to be applied.
It should be noted that all measurements must be carried out by
personnel who are skilled and experienced in the use of test
equipment involved and have proven ability to carry out these
measurements in a field environment.
4.2. GENERALITIES:
The purpose of the testing during and alter installation is:
- To check that cable laying operation did not adversely affect the
attenuation of the optical fibres, compared to that recorded during
factor acceptance tests.
- To check that splices on the optical fibres are satisfactory, and
do not adversely affect the attenuation values.
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- To establish validity of the link by measuring its performances
from end to end.
Measurements made on optical fibres refer to CCITT recommendation G
652 for single mode fibers and C 653 for dispersion shifted fibers.
The characteristics of optical fibre transmission mostly concern
transmission attenuation and determines the ability to transmit data
across the link. It can also reveal mechanical strains that may
cause later fibre breakage.
There are two types of attenuation measurements:
- Optical power attenuation measurement : measuring the power
launched into the fibre as well as that restored at the receiver
input enables accurate calculation of the complete link attenuation.
Att (dB) = Tx P (dB) - R x P (dB)
- Back scattering measurement: Measuring the light scattered into
the fibre, to draw up the attenuation curve. This measurement shows
any variation in attenuation, and allows the location to be
determined.
4.3. TESTS TO BE PERFORMED ON SITE FOR NEW CABLES:
The tests described in this section are recommended to the RAILWAYS
for new cables leased by HERMES from the RAILWAYS. For new cables
delivered and installed by ALCATEL the tests described here can be
considered as part of ALCATEL's standard practice.
4.3.1. - TESTS AFTER LAYING THE CABLE AND BEFORE JOINTING:
(only in case of difficult laying or important traction
force)
The purpose of this test is to check that the quality of the cable
has not been adveresly affected during laying.
A back-scattering measurement is done at 1550 nm and in both
directions for each fibre, and from each origin of laid sections of
cable.
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4.3.2. - TESTS DURING JOINTING:
The purpose of this test is to assess the quality of each splice. An
estimate of the attenuation value is directly indicated by the
splicing machine.
4.3.3. - TESTS AFTER JOINTING:
The purpose of this test is to check the quality of the splices in
detail.
An OTDR-based back-scattering measurement is done at 1550 nm and in
both directions for each fibre, and from each origin of laid
sections of cable.
4.4 PARAMETERS TO BE CHECKED:
For leased fibre, the Chromatic Dispersion (CD) and Polarization
Mode Dispersion (PMD) parameters need to be checked by the RAILWAYS
in order to verify whether the fibres meet the specifications of
HERMES as defined in chapters 2 and 3.
If these parameters are not available to the RAILWAYS, they should
request their manufacturer to deliver that data. If PMD data remains
unavailable, it should be measured on site.
For new fibre delivered by ALCATEL, the CD and PMD values will be
made available from factory measurements.
4.5. LINK ACCEPTANCE TEST:
For both fibres leased from the RAILWAYS and cable delivered by
ALCATEL, tests shall be performed in both directions in the 1550 nm
window.
The purpose of the tests is to check that the fibres between two
stations (nodes and/or regenerators) can operate in the 1550 nm
window, according to the technical specifications
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The following tests are to be performed :
- Back scattering measurements.
- Attenuation measurement.
- Section 5 describes the test Methods to be used
- Section 6 provides blank copies of the tests sheets to be
used
4.6. PRINCIPLES OF WORKING:
4.6.1. - Leased fibre links:
4.6.1.1. - For input into the Design Report, it is required for
existing cables that the RAILWAYS supply measurement values as
defined in 4.6.1.2. For new cables the RAILWAYS are required to
provide a prediction of values as defined in 4.6.1.2. Assumptions
used in the prediction to be stated.
4.6.1.2 - As soon as the fibre is available, fibre measurement
values are to be provided and communicated to ALCATEL / HERMES by
the RAILWAYS. ALCATEL will include these values in the Design
Report.
The following measures are carried out at 1550 nm:
ATTENUATION:
- Total budget of the route or link
- Analysis of each splice and of each particular point where
the average attenuation value is equal or more than 0.1 db
- Analysis of ODF for each section (<= 0.5 db)
- Return loss ODF for each link (>= 50 db)
CHROMATIC DISPERSION:
- Given by the manufacturer of optical fibre cables.
- To be communicated by the RAILWAYS which have this value in
their files.
POLARIZATION MODE DISPERSION:
- To be measured on site for each link, if the tests realised
in factory are not available
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4.6.1.3. - ALCATEL will provide to HERMES a report that contains the
fibre performance data obtained from the RAILWAYS and complete this
report with an assessment of the received fibre information. If the
leased fibre data shows that the fibre is not compliant with the
HERMES specifications, HERMES will, in collaboration with ALCATEL,
define the necessary actions. Subsequently, HERMES and ALCATEL will
proceed jointly to incorporate any required changes in the planning
and the costs into the Design Report.
If repairs by the RAILWAYS are necessary, ALCATEL will verify the
new fibre data obtained from the RAILWAYS after their repairs and
ALCATEL will issue a new report containing the new fibre parameter
values and the associated assessment by ALCATEL.
If one or several assessments are neccessary, following the refusal
of the second one, ALCATEL will ask for a financial compensation
concerning this extra performance.
ALCATEL will send HERMES its report, no more than ten working-days
after receiving test results from the RAILWAYS.
4.6.1.4. - When asked by HERMES, ALCATEL will perform the acceptance
tests. These tests will be executed to verify the fibre data made
available by the RAILWAYS. ALCATEL will execute the link acceptance
tests as presented in section 4.5. on the fibres that HERMES will
lease for the link envisaged. Furthermore, if the RAILWAYS cannot
provide PMD values from their cable manufacturers, ALCATEL will
verify, at this moment, the PMD through its own tests.
The test data from the tests performed by ALCATEL will be written on
measurements sheets as shown in Section 6.
If the test results obtained from the ALCATEL tests are in
accordance with the HERMES specifications (as outlined in chapters 2
and 3), the test sheets will be chronologically signed by:
- the RAILWAYS first,
- ALCATEL then,
and later approved by HERMES.
If the test results obtained from the ALCATEL tests are not in
accordance with the HERMES specifications, ALCATEL will reject the
acceptance of these fibres. ALCATEL will then ask HERMES how to
proceed.
The tests realised by ALCATEL, at the request of XXXXXX, xxxx be
executed only once.
ALCATEL will send HERMES its report, no more than ten working-days
after receiving test results signed by the RAILWAYS.
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4.6.2. - Cable links built by ALCATEL for HERMES:
ALCATEL will execute the link acceptance tests specified in sections
4.3 and 4.5 to verify conformance with the specifications of chapter
2. These tests will be executed as part of installation works. CD
and PMD values will be made available from factory tests.
The test results obtained from the ALCATEL tests and realised by the
country ALCATEL's team, will be in accordance with the HERMES
specifications (as outlined in chapters 2 and 3). The test sheets
provided by it, will be chronologically signed by:
- ALCATEL first,
and later approved by HERMES.
The test results will be provided to HERMES within 5 working-days
after the completion of the tests.
4.6.3. - Summary of data to be provided and tests to be executed:
-------------------------------------------------------------------
Fibre data to be provided by the Fibre acceptance data provided by
RAILWAYS ALCATEL tests
-----------------------------------------------------------------------------------------
Leased Fibre Links Required factory data: Link tests data:
(existing or new) - Chromatic dispersion - Attenuation measurements
Optional factory data: (with Wattmeter)
- Polarization Mode Dispersion - OTDR measurement
Required link tests data : - PMD measurement
- Attenuation measurements (if factory data not available)
(with Watt meter)
- OTDR measurement
- PMD measurement
(if factory data not available)
-----------------------------------------------------------------------------------------
Cable links built by Factory data
ALCATEL for - C D measurement
HERMES - PMD measurement
Link tests data:
- Attenuation measurements
(with Watt meter)
- OTDR measurement
-----------------------------------------------------------------------------------------
NOTE: All rests will be at 1550 nm.
-----------------------------------------------------------------------------------------
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3 - TEST METHODS
5.1. POWER LOSS MEASUREMENTS:
The purpose of this test is to measure accurately the value of the
total end-to-end optical loss along the considered link. (It only
shows the total link loss, without identification of local
concentration of losses). This test is executed in the field, in
both directions at 1550 nm.
The measurement is done with an optical wattmeter connected to one
end of the fibre and an optical laser light source (at 1550 nm) to
the other end of the fibre. Measured attenuation is recorded on a
test sheet, as shown in Section 6 Appendix 3. The test is then
repeated in the opposite direction.
The test equipment must be calibrated according to the prescriptions
of the manufacturer of the test equipment.
The test provides a global and very accurate measurement of the
complete link attenuation, and allows the optical power of the
receiver input to be calculated.
5.2. OPTICAL TIME DOMAIN REFLECTORY MEASUREMENTS (O.T.D.R.):
The purpose of this test is to measure any problem points with
respect to the transmission or reflection losses of the fibre link
and to locate the position of these points. This test is executed in
the field.
This measurement is done with an optical reflectometer, connected to
both fibres end points and is used to perform remote measurements.
The optical reflectometer launches power into the fibre and analyses
the reflected signal, which permits the fibre attenuation due to
scattering, absorption and reflections to be calculated.
Part of the scattered power pulse is sent back to the optical
reflectometer where it is detected and displayed on a
cathode-ray-screen.
The rate of returned power depends on the power launched into the
fibre and on the back scattering factor of the latter.
The optical reflectometer displays on its screen the optical power
of the received signals on a logarithmic scale.
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Direct reading of the following can be made:
- On the X axis : distance between each point of the fibre and the
measuring instrument.
- On the Y axis : power scattered by each point of the fibre. Any
sudden drop of the curve means punctual attenuation.
This measure is performed in both directions of a link. It is the
average of both results which is considered.
This measure also provides an accurate value of the Return Loss for
each O.D.F. situated at both extremities of the measured link.
5.3. POLARIZATION MODE DISPERSION MEASUREMENTS (P.M.D.):
The purpose of this test is to measure the end to end Polarization
Mode Dispersion of the optical fibre link. This test is routinely
performed in factory; field tests will be performed if factory data
is not available for existing cable.
In this case, this test is carried out in one direction only, and
the results filled on test sheets (Section 6 - Appendices 4 and 6).
The source consists of a LED and of a polarizer (transmitter). The
receiver consists of a XXXXXXXXX'x interferometer.
The measurement is performed by analysing the decomposition into two
perpendicularly polarized modes of a light signal injected into the
fibre under test (bi-refrangibility phenomenon).
The two modes do not propagate at the same speed because of the
anomalies of the fibre (ovality of the heart, local constraint,
etc...).
The measured lateness of transmission (in picoseconds) allows to
obtain the Polarization Dispersion value in picoseconds per square
root kilometer (Ps / (checkmark)Km).
5.4. CHROMATIC DISPERSION MEASUREMENTS (C.D.):
The purpose of this test is to measure the end to end Chromatic
Dispersion of the optical fibre link. This test is routinely
performed in factory. For existing cables, factory data should be
made available.
The Chromatic Dispersion is the difference, expressed in
picoseconds, between the propagation times of the different modes at
a specific wavelength (1550 nm), depending on the index of the
materials used for the construction of the fibre.
--------------------------------------------------------------------------------
29 August 1996 OPTICAL CABLE SPECIFICATIONS Page 13/24
ALCATEL 1996 Issue 6.0
56
ALCATEL
5.5. LIST OF PROPOSED EQUIPMENT:
(which can be used for testing and acceptance tests)
- Complete set for attenuation measurement:
* Monomode Laser source for 1550 nm
* Optical power meter (850 to 1550 nm)
* Optical attenuation (variable)
- Complete set for back-scattering measurement:
* Optical Time Domain Reflectometer (OTDR)
* OTDR accessories
- Complete set/or PMD measurement:
* Optical Transmitter (Polarizer)
* Optical Receiver controlled by computer (PMD Analyser)
* PMD accessories
- Complete set for CD measurement:
* Optical Transmitter
* Optical Receiver
* CD accessories
*NOTE: PMD and CD equipment are not the same.
All equipment that is used for testing has to be suitable to obtain
results within reasonable accuracy. The accuracy should be stated in
the specifications of the equipment and must be guaranteed by
calibration reports of max. one year old.
Any measurement resorts should always state the name of the person
who carried out the measurements the brand, type and serial numbers
of the equipment that were used, the date and number of the
calibration - certificate and of course a unique definition of the
fibre (s) that has been measured.
- Fibre Cleaning Kit:
Before performing any test, each fibre end/connector should be
properly cleaned. Here is a short list (for example) of different
materials to use for cleaning:
* Dry air spray
* Alcohol at 90(degrees)
* Gauze
* Cotton-buds
etc....
--------------------------------------------------------------------------------
29 August 1996 OPTICAL CABLE SPECIFICATIONS Page 14/24
ALCATEL 1996 Issue 6.0
57
ALCATEL
6 - APPENDIX (LIST)
PAGES
* APPENDIX 1 Test record for fibre splice attenuation (Reflectometry) ..... 16
* APPENDIX 2 Test record for attenuation measurements (Reflectometry) and
return loss ................................................ 17
* APPENDIX 3 Test record for attenuation measurements (Optical loss
measurement) ............................................... 18
* APPENDIX 4 Test record for acceptance test certificate .................. 19
* APPENDIX 5 Test record for Polarization Mode Dispersion ................. 20
* APPENDIX 6 Test record for acceptance test certificate .................. 21
* APPENDIX 7 Test record for Chromatic dispersion ......................... 22
* APPENDIX 8 Test record for acceptance Test certificate .................. 23
--------------------------------------------------------------------------------
29 August 1996 OPTICAL CABLE SPECIFICATIONS Page 14/24
ALCATEL 1996 Issue 6.0
58
CONFIDENTIAL TREATMENT
APPENDIX 1 (ISSUE 6.0) PAGE 16/24
-----------------------
NEW OR LEASED CABLE (1)
-----------------------
FIELD MEASUREMENT VALUES
MONODE OPTICAL FIBRE CABLE
TEST RECORD FOR FIBER SPLICE ATTENUATION (REFLECTROMETRY)
[LOGO FOR ALCATEL]
CABLE ROUTE: ____________________________________________ SSF OR DSF (1)
LINK (1)
OR (ORIGIN (O): _________________________________
SECTION)
(EXTREMITY (E): ______________________________
CABLE MANUFACTURER: ______________________________________
FIBRE MANUFACTUER: _______________________________________
MEASUREMENT EQUIPMENT:
(Make, Model and Serial Number) __________________________
WAVELENGTH: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
--------------------------------------------------------
FOR CONFIDENTIAL TREATMENT ##
----------------------------
INDEX OF REFRACTION: __________________________________
NUMBER OF SPLICES: __________________________________
DATE: __________________________________
------------------------------------------------------------------------------------------------------------------------------------
[ILLEG.] SPLICE
Fibre CONNECT SPLICE SPLICE SPLICE SPLICE SPLICE SPLICE SPLICE SPLICE SPLICE SPLICE AVERAGE CONNECT
Number "0" 1 2 3 4 5 6 7 8 9 10 BY O.F. "E"
------------------------------------------------------------------------------------------------------------------------------------
-> <- AV. -> <- AV. -> <- AV. -> <- AV. -> <- AV. -> <- AV. -> <- AV. -> <- AV. -> <- AV. -> <- AV.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE OF SPLICES Total splice
average
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Measured by: (2) Transmitted to HERMES by ALCATEL Returned by HERMES for acceptance
Name: Name:
Name: Date: Date:
Signature: Signature: Signature:
------------------------------------------------------------------------------------------------------------------------------------
(1) Delete as necessary (2) ALCO or COUNTRY RAILWAYS
59
CONFIDENTIAL TREATMENT
APPENDIX 2 (ISSUE 6.0) PAGE 17/24
-----------------------
NEW OR LEASED CABLE (1)
-----------------------
FIELD MEASUREMENT VALUE
MONOMODE OPTICAL FIBRE CABLE
TEST RECORD FOR ATTENUATION MEASUREMENTS (REFLECTROMETRY)
AND RETURN LOSS
[LOGO FOR ALCATEL]
CABLE ROUTE: ____________________________________________ SSF OR DSF (1)
LINK (1)
OR (ORIGIN (0): _________________________________
SECTION) )
(EXTREMIT: _________________________________
CABLE MANUFACTURER: _________________________________
NUMBER OF FIBRES: _________________________________
FIBRE MANUFACTUER: _________________________________
TEST EQUIPMENT:
(Make, Model and Serial Number) __________________________
WAVELENGTH: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
--------------------------------------------------------
FOR CONFIDENTIAL TREATMENT ##
----------------------------
INDEX OF REFRACTION: __________________________________
NUMBER OF SPLICES: __________________________________
AVERAGE OPTICAL LENGTH __________________________________
DATE: __________________________________
------------------------------------------------------------------------------------------------------------
Fibre ATTENUATION (dB) RETURN LOSS Fibre ATTENUATION (dB) RETURN LOSS ATTENUATION (dB)
------------------------- (dB) ------------------------- (dB)
number O -> E E -> O Average O E Number O -> E E -> O Average O E Total
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ average |_|
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ Measured
------------------------------------------------------------------------------------------------------------ minimum value |_|
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ Measured
------------------------------------------------------------------------------------------------------------ maximum value |_|
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ RETURN LOSS (dB)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ Measured
Minimum value |_|
----------------------------------------------------------------------------------------------------------------------------------
Measured by: (2) Transmitted to HERMES by ALCATEL: Returned by HERMES for acceptance:
Name: Name: Name:
Date: Date:
Signature: Signature: Signature:
----------------------------------------------------------------------------------------------------------------------------------
(1) Delete as necessary (2) ALCO or COUNTRY RAILWAYS
60
CONFIDENTIAL TREATMENT
APPENDIX 3 (ISSUE 6.0) PAGE 18/24
-----------------------
NEW OR LEASED CABLE (1)
-----------------------
FIELD MEASUREMENT VALUE
[LOGO FOR ALCATEL]
MONOMODE OPTICAL FIBRE CABLE
TEST RECORD FOR ATTENUATION MEASUREMENTS (OPTICAL LOSS MEASUREMENT)
CABLE ROUTE: ____________________________________________ SSF OR DSF (1)
LINK (1)
OR (ORIGIN (0): _______________________________
SECTION) )
(EXTREMITY(E): ________________________________
CABLE MANUFACTURER: _______________________________
NUMBER OF FIBRES: _______________________________
FIBRE MANUFACTUER: _______________________________
TRANSMITTER:) Make, Model _________________________________
RADIOMETER: (and Serial Number _________________________________
WAVELENGTH: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
--------------------------------------------------------
FOR CONFIDENTIAL TREATMENT ##
----------------------------
INDEX OF REFRACTION: __________________________________
CALIBRATION VALUE: __________________________________
DATE: __________________________________
---------------------------------------------------------------------------------------------------------------------
Fibre Measurement Measurement Average Fibre Measurement Measurement Average
Number Optical loss Reflecto. Number Optical loss Reflecto.
in dB: in dB: in dB: in dB: Total average
way OE way EO dB dB/Km dB way OE way EO dB dB/Km dB in:
dB dB/Km
|_| |_|
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------- Measured
--------------------------------------------------------------------------------------------------------------------- minimum value
--------------------------------------------------------------------------------------------------------------------- in dB | |
---------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------- Measured
--------------------------------------------------------------------------------------------------------------------- maximum value
--------------------------------------------------------------------------------------------------------------------- in dB | |
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
Measured by: (2) Transmitted to HERMES by ALCATEL: Returned by HERMES for acceptance:
Name: Name: Name:
Date: Date:
Signature: Signature: Signature:
---------------------------------------------------------------------------------------------------------------------
(1) Delete as necessary (2) ALCO or COUNTRY RAILWAYS
61
APPENDIX 4 (ISSUE 6.0) PAGE 19/24
[LOGO FOR ALCATEL]
-----------------------
NEW OR LEASED CABLE (1)
-----------------------
TEST RECORD FOR ACCEPTANCE TEST CERTIFICATE
--------------------------------------------------------------------------------
REFLECTOGRAM
--------------------------------------------------------------------------------
CABLE ROUTE: Link or Section (1):
SSF or DSF (1)
--------------------------------------------------------------------------------
Number of fibres: Fibre No: measured from:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Date: Measured by: (2) Name:
Signature:
--------------------------------------------------------------------------------
Transmitted to HERMES by ALCATEL: Returned by HERMES to ALCATEL for
acceptance:
Name: Name:
Date: Date:
Signature: Signature:
--------------------------------------------------------------------------------
(1): Delete as necessary
(2): ALCO or COUNTRY RAILWAYS
62
CONFIDENTIAL TREATMENT
APPENDIX 5 (ISSUE 6.0) PAGE 20/24
---------------------------------------
NEW OR LEASED CABLE (1) [LOGO FOR ALCATEL]
---------------------------------------
FACTORY OR FIELD (1) MEASUREMENT VALUES
MONOMODE OPTICAL FIBRE CABLE
TEST RECORD FOR POLARIZATION MODE DISPERSION
CABLE ROUTE: ____________________________________________ SSF OR DSF (1)
LINK (1)
OR (ORIGIN (0): _________________________________
SECTION) )
(EXTREMITY: (e) _________________________________
CABLE MANUFACTURER: _________________________________
NUMBER OF FIBRES: _________________________________
FIBRE MANUFACTUER: _________________________________
TEST EQUIPMENT: _________________________________
(Make, Model and Serial Number)
WAVELENGTH: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
--------------------------------------------------------
FOR CONFIDENTIAL TREATMENT ##
----------------------------
INDEX OF REFRACTION: __________________________________
NUMBER OF SPLICES: __________________________________
MEASURED LENGTH: __________________________________
DATE: __________________________________
--------------------------------------------------------
Fibre number PMD Fibre number PMD REMARKS
in pS/(sq.rt.)Km in pS/(sq.rt.)Km
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
-------------------------------------------------------- Measured
-------------------------------------------------------- minimum value | |
-------------------------------------------------------- Measured
-------------------------------------------------------- maximum value | |
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------------------------------
Measured by (2) Transmitted to HERMES by ALCATEL Returned by HERMES to
ALCATEL for acceptance:
Name: Name: Name:
Date: Date:
Signature: Signature: Signature:
--------------------------------------------------------------------------------
(1): Delete as necessary:
(2): ALCO or COUNTRY RAILWAYS
63
APPENDIX 6 (ISSUE 6.0) PAGE 21/24
[LOGO FOR ALCATEL]
------------------------
LEASED CABLE [ILLEGIBLE]
------------------------
FIELD MEASUREMENT VALUE
TEST RECORD FOR ACCEPTANCE TEST CERTIFICATE
--------------------------------------------------------------------------------
POLARIZATION MODE DISPERSION
--------------------------------------------------------------------------------
CABLE ROUTE: Link or Section (1):
SSF or DSF (1)
--------------------------------------------------------------------------------
Number of fibres: Fibre No: measured from:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Date: Measured by: (2) Name:
Signature:
--------------------------------------------------------------------------------
Transmitted to HERMES by ALCATEL: Returned by HERMES to ALCATEL
for acceptance:
Name: Name:
Date: Date:
Signature: Signature:
--------------------------------------------------------------------------------
(1): Delete as necessary (2): ALCO or COUNTRY RAILWAYS
64
CONFIDENTIAL TREATMENT
APPENDIX 7 (ISSUE 6.0) PAGE 22/24
---------------------------------------
NEW OR LEASED CABLE (1) [LOGO FOR ALCATEL]
---------------------------------------
FACTORY OR FIELD (1) MEASUREMENT VALUES
TEST RECORD FOR CHROMATIC DISPERSION
CABLE ROUTE: ____________________________________________ SSF OR DSF (1)
LINK (1)
OR (ORIGIN (0) _________________________________
SECTION) )
(EXTREMITY (E) _________________________________
CABLE MANUFACTURER: _________________________________
NUMBER OF FIBRES: _________________________________
FIBRE MANUFACTUER: _________________________________
TEST EQUIPMENT: _________________________________
(Make, Model and Serial Number)
WAVELENGTH: ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
--------------------------------------------------------
FOR CONFIDENTIAL TREATMENT ##
----------------------------
INDEX OF REFRACTION: __________________________________
MEASURED LENGTH: __________________________________
DATE: __________________________________
----------------------------------------------------
Fibre number CD Fibre number CD REMARKS
in pS/nm, Km in pS/nm, Km
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
---------------------------------------------------- Measured
---------------------------------------------------- minimum value |_|
---------------------------------------------------- Measured
---------------------------------------------------- maximum value |_|
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
--------------------------------------------------------------------------------
Measured by (2) Transmitted to HERMES by ALCATEL Returned by HERMES
to ALCATEL for acceptance:
Name: Name: Name:
Date: Date:
Signature: Signature: Signature:
--------------------------------------------------------------------------------
(1): Delete as necessary
(2): ALCO or COUNTRY RAILWAYS
65
APPENDIX 8 (ISSUE 6.0) PAGE 23/24
[LOGO FOR ALCATEL]
------------------------
LEASED CABLE [ILLEGIBLE]
------------------------
FIELD MEASUREMENT VALUE
TEST RECORD FOR ACCEPTANCE TEST CERTIFICATE
--------------------------------------------------------------------------------
CHROMATIC DISPERSION
--------------------------------------------------------------------------------
CABLE ROUTE: Link or Section (1)
SSF or DSF (1)
--------------------------------------------------------------------------------
Number of fibres: Fibre No: measured from:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Date: Measured by: (2) Name:
Signature:
--------------------------------------------------------------------------------
Transmitted to HERMES by ALCATEL Returned by HERMES to ALCATEL
for acceptance:
Name: Name:
Date: Date:
Signature: Signature:
--------------------------------------------------------------------------------
(1): Delete as necessary (2): ALCO or COUNTRY RAILWAYS
66
[LOGO FOR ALCATEL]
7 - HISTORY
--------------------------------------------------------------------------------
Status Date Author Details of change
--------------------------------------------------------------------------------
Draft Issue 0.1. 23 novembre 1995 Xxxxxx XXXXXXX First Draft
--------------------------------------------------------------------------------
Issue 1.0. 8 decembre 1995 Xxxxxx XXXXXXX Minor
modifications
agreed with
HERMES
--------------------------------------------------------------------------------
Issue 2.0. 25 mars 1996 Xxxxxx XXXXXXXX UPDATE for Beta
Trial and Phase 1
--------------------------------------------------------------------------------
Issue 3.0. 10 avril 1996 Xxxxxx XXXXXXXX Modifications after
the meeting
ALCATEL/HERMES
on April 4th 1996
--------------------------------------------------------------------------------
Issue 4.0. 02 mai 1996 Xxxxxx XXXXXXXX Modifications after
the meeting
ALCATEL/HERMES
on May 02th 1996
--------------------------------------------------------------------------------
Issue 5.0. 22 August 1996 Xxxxxx XXXXXXXX Modifications after
the meeting
ALCATEL/HERMES
on August 22th 1996
--------------------------------------------------------------------------------
Issue 6.0. 29 August 1996 Xxxxxx XXXXXXXX Modifications after
the meeting
ALCATEL/HERMES
on August 29th 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
29 August 1995 OPTICAL CABLE SPECIFICATIONS Page 24/24
ALCATEL 1996 Issue 6.0
67
CONFIDENTIAL TREATMENT
Confidential
TECHNICAL SPECIFICATION
PART I
Service Definitions
1. Backbone Services
Backbone Services are defined between HER Points of Presence that serve the
Participating Railway. They are provided via the Hermes Europe Railtel
Trans-European Network, which is a fully meshed fiberoptic network that is
SDH-compatible running at ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ##
"Standard" and "Premium" service levels are available (see below). Both are
supported by the Service Level Agreement in Part II.
1.1 Service Bandwidths and Interfaces
Backbone services are available in the following bandwidth/interface
combinations:
--------------------------------------------------------------------------------
Bandwidth Interface
--------------------------------------------------------------------------------
VC-12 (2.04S Mb/s) G.703 at 2.048 Mb/s (PDH electrical)
G.703 at 155.520 Mb/s (SDH electrical)
G.957 at 155.520 Mb/s (SDH optical)
VC-3 (34.368 Mb/s) G.703 at 34.368 Mb/s (PDH electrical)
G.703 at 155.520 Mb/s (SDH electrical)
G.957 at 155.520 Mb/s (SDH optical)
VC-3 (44.736 Mb/s) G.703 at 155.520 Mb/s (SDH electrical)
G.957 at 155.520 Mb/s (SDH optical)
VC-4 (139.264 Mb/s) G.703 at 139.264 Mb/s (PDH electrical)
STM-1 (155.520 Mb/s) G.703 at 155.520 Mb/s (SDH electrical)
G.957 at 155.520 Mb/s (SDH optical)
--------------------------------------------------------------------------------
Uni-directional, bi-directional, or broadcast configurations are available.
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Confidential
1.2 Basic Service
Basic service is offered only to locations where, due to the logistics of
network rollout, only one fiber-optic path exists between two locations. All
procedures and performance measures in the Service Level Agreement apply.
--------------------------------------------------------------------------------
Characteristic Standard
--------------------------------------------------------------------------------
Availability Not guaranteed
Restoration mechanism Time to repair
(fiber outage)
Diversity Single route between HER POPs
--------------------------------------------------------------------------------
Note that Basic service is only a temporary service existing. Subject to
existing contractual commitments, the offering will be withdrawn once Standard
and Premium are available to the location (multiple fiberoptic paths exist).
1.3 Standard service
Standard service has as a prerequisite minimum the availability of two
fiber-optic paths operational between locations. It is designed with extensive
redundancy built-in for high availability performance. The following table
indicates the design criteria and guaranteed operational performance; please see
Schedule 2 for details of the service level agreements.
--------------------------------------------------------------------------------
Characteristic Standard
--------------------------------------------------------------------------------
Availability Target: ## MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##
Guarantee: ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##
Restoration mechanism Operator re-routing
(fiber outage)
Diversity Multiple routes between HER POPs
Guaranteed SLA Yes
--------------------------------------------------------------------------------
1.4 Premium Service
Premium service is designed with a dedicated protection path that is physically
diverse end-to-end for highest availability performance. The following table
shows the characteristics that are different to Standard; please also see
Schedule 2 for details of the service level agreements.
--------------------------------------------------------------------------------
Characteristics Standard
--------------------------------------------------------------------------------
Availability Target: ## MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT ##
Guarantee: ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##
Restoration mechanism ## MATERIAL OMITTED AND SEPARATELY FILED
(fiber outage) UNDER A REQUEST FOR CONFIDENTIAL TREATMENT
## automatic switch
Diversity ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT
## end-to-end physically diverse paths
Guaranteed SLA Yes (see SLA for details)
--------------------------------------------------------------------------------
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PART II
Service Level Agreement
1. Purpose of the Agreement
This document sets out agreed standards and procedures for the provisioning
(service delivery) and operations (fault and performance management) of services
provided by HER to the Participating Railway.
This agreement also sets out measurable entities that allow periodic reviews of
the quality of the provisioning and operations of HER services.
2. Definitions
ADM Add/Drop Multiplexer
AMI Alternate Xxxx Inversion (line code)
Backbone HER network between two HER POPs
BIS Bringing-Into-Service
CS Customer Services
CSC Customer Services Centre
EI 2.048 Mb/s providing 1984 kb/s usable bandwidth
G.826 Long-term network performance standard defined by ITU-T
HDB3 High Desity Bipolar 3 (line code)
HER Hermes Europe Railtel
ITU Int'l Telecommunications Union
M.2100 Short-term network performance standard defined by ITU-T
NOC Network Operations Centre
OPS Operations
PDH Plesiochronous Digital Hierarchy
SDH Synchronous Digital Hierarchy
POP Point Of Presence
SLA Service Level Agreement
3. Service Delivery
3.1 General Principles
Service delivery is defined as the period between receipt of HER Service Order
and handover of acceptance-tested operational service. HER will accept Service
Orders up to 3 months prior to the planned 'live' date of a HER node.
This process will be managed through single points of contact from both the
Participating Railway and HER; the HER contact will be assigned upon receipt of
Service Order.
3.2 Service Planning Schedule
HER Backbone services will be provided to locations according to the schedule
shown in paragraph 3 of Schedule 5. This schedule will be updated via controlled
document issued to the customer on a quarterly basis.
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3.3 Service Order Placement
Service Orders may be initiated via fax or E-Mail to the HER point of contact
listed above, and must contain at minimum the following information:
o request service delivery date
o type of service required (Standard, Premium)
o details of bandwidth required including interfacing details
o the Participating Railway single point of contact for service delivery
planning
Alternatively, the Participating Railway may proceed directly to complete a
Service Order.
Upon receipt of Service Order, HER will confirm to the Participating Railway
that order is received via fax or E-mail. HER will in parallel determine whether
the requested date is feasible, and will confirm this within 3 days.
HER will then confirm this by sending the complete and verified HER Service
Order with above details and a "Committed Service Delivery Date". This must then
be signed by the contracting party, and returned to HER single point of contact
above.
3.4 Installation
If the Participating Railway requires the service, at the Participating
Railway's cost, HER will provide a service design and coordinate with the
Participating Railway's specified contact persons all installation activities.
Depending on the contracted service, this may include:
o local access provider equipment installation in the Participating
Railway's Points of Presence
o the Participating Railway or local access provider equipment installation
in HER Points of Presence.
3.5 Acceptance Testing and Commissioning
HER will coordinate with the Participating Railway-specified contact persons all
acceptance testing activities. Depending on the contracted service, this may
include:
o local access network BIS testing
o HER end-to-end service BIS testing
3.6 Handover
Upon successful results from HER end-to-end BIS testing, a certificate will be
provided to the Participating Railway. the Participating Railway shall then have
72 hours, measured from time of receipt of HER BIS results, to perform its
internal testing. At end of this period, billing shall commence unless the
Participating Railway notifies HER that its tests have failed, and agreement is
reached with HER to extend BIS testing.
3.7 Escalation
if the stated delivery standards are not met, the following escalation sequence
should be used to find a satisfactory solution.
--------------------------------------------------------------------------------
Contact Level Name Tel. No. Fax number
--------------------------------------------------------------------------------
1st Level CS Manager 658-5260 658-5107
--------------------------------------------------------------------------------
2nd Level Xxxx Xxxxxxxx 658-5260 658-5107
Operations Director
--------------------------------------------------------------------------------
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Fault Management
24Hrs/7 Days Fault Reporting Contact
All faults be reported to the HER Customer Service Centre. When the local access
network is provided by HER, note that local access providers must not be
contacted directly. This to ensure HER CSC controls all activities.
Phone : 00-0-000-0000
Fax : 00-0-000-0000
E-mail : xxx@xxxxxx.xxx
All faults detected by HER shall be reported to a single the Participating
Railway point of contact.
Fault Reporting Procedure/Information
HER to the Participating Railway
HER will phone the Participating Railway within 15 minutes of problem detection
and provide
o ID's of affected paths
o start time of problem
o nature of problem (degraded/down)
o HER trouble-ticket reference number
o estimated time repair (if problem is still not solved)
Fault repair will be done using non-service degrading tests to diagnose and
correct the problem; service degrading tests will be done after consent from the
Participating Railway. These may include:
o service interruption
o intrusive tests to the Participating Railway equipment
HER will update the Participating Railway every 30 mins. until problem is
repaired.
the Participating Railway to HER
the Participating Railway will contact HER CSC; for expediency purposes, phone
contact is preferable. the Participating Railway should provide the following
details:
o customer ID
o contact name
o the Participating Railway trouble-ticket reference
o nature of problem (degraded/down)
o ID's of affected paths
o start time of problem
o can service be taken down for testing?
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HER will immediately log the report in a trouble-ticket, provide the
trouble-ticket reference number, and begin fault localisation. HER will contact
the Participating Railway within 15 minutes with a problem description, and an
estimated time to repair (if problem is still not solved).
HER will update the Participating Railway every 30 mins. until problem is
repaired.
Fault Clearance Procedure
After service is repaired, HER will monitor for 10 mins. If service is stable,
HER will report fault clearance to the Participating Railway within 5 minutes.
Upon the Participating Railway agreement, the trouble-ticket will be cleared,
and HER will provide the Participating Railway.
o fault ticket number
o time of fault clearance
o cause of the fault
o corrective action taken
Fault clearance details are included in the monthly performance report
(see section 9.4).
the Participating Railway Site Access
the Participating Railway must provide 24-hour access to its premises to HER
and/or local access provider personnel to perform tests as required. HER will
provide to the Participating Railway identification details of the person(s)
arriving, and tests description.
Escalation
Customer Escalation
if the problem is not being addressed in a satisfactory manner, the following
escalation sequence is available for the Participating Railway.
--------------------------------------------------------------------------------
Contact Contact function & Tel number Fax number
level name(s)
--------------------------------------------------------------------------------
1st Level Shift Leader 658-5252 658-5107
--------------------------------------------------------------------------------
2nd Level Xxxx Xxxxxxxx 658-5260 658-5107
CSC Manager
--------------------------------------------------------------------------------
3rd Level Xxxx Xxxxxxxx 658-5260 658-5107
Operations Director
--------------------------------------------------------------------------------
HER internal
The following escalation/awareness sequence will be used by HER as governed by
duration of the Participating Railway service interruption.
--------------------------------------------------------------------------------
Contact Contact function Time since fault
level logged
--------------------------------------------------------------------------------
1st Level Shift Leader Immediate
--------------------------------------------------------------------------------
2nd Level NOC/CSC Manager 2 hrs.
--------------------------------------------------------------------------------
3rd Level Operations Director 4 hrs.
--------------------------------------------------------------------------------
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Planned Works Notification Procedure
HER and local access providers will from time to time undertake scheduled
service-affecting works. HER will inform the Participating Railway by fax
containing the proposed time and date, duration, and description of any such
works. HER has a target of 30 days advance notice. If the proposed time and date
are not acceptable, the Participating Railway must reply immediately with a
preferred alternative. If agreement cannot be reached, HER will decide the time
and date at its discretion, but with the target to minimize the participating
Railway inconvenience.
Planned works are not included in service availability calculations, but are
included in the monthly performance report.
the Participating Railway contacts for planned works notification are to be
formally specified.
Performance Management
Performance management will be reported using the measurable items described in
sections 5 and 6. The individual items and their definitions are listed below.
Availability
Guaranteed Service Availability (mo.) XX.X% (service-dependent)
(An outage is defined as ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ## or more consecutive Severely Errored
Seconds as per ITU-T M.2100. The availability formula used is: ## MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##. Note
that planned works and outages prolonged by inability to access the
Participating Railway POP are excluded. Credits may be available where
guaranteed service availability levels are not met. Please see main Agreement.)
Time To Repair (per event) ## MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ##
(Time to Repair is defined as the time from actual service unavailability
until fault clearance is agreed between HER and the Participating Railway. Mean
time to repair is the monthly average.)
Error Performance (mo.) G.826 complaint
(Error performance will report ES and SES measured on a monthly average
basis)
Service Provisioning
Service order acknowledgment 3 days (under investigation)
(HER will provide a service delivery date within 3 days of acknowledgment
of receipt of purchase order)
Guaranteed Committed Connect Date By committed date
(Committed connect date is defined as after successful service acceptance
test by HER and initial 'handover' to the customer. Credits are available where
committed connect dates are not observed. Please see "Service Quality" section
of main Agreement.)
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Confidential
Provisioning lead time
Existing infrastructure ## MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ##
New access facilities required ## MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## (under investigation)
(HER will endeavour to 'handover' with BIS test results all services that
do not require additional physical facilities (only software configuration)
within 3 days of Service Order acknowledgment. Where new access facilities are
required, 8 weeks is the target. The timer is triggered by the Participating
Railway acceptance of the provisioning date provided in the service order
acknowledgment)
Fault Management
Fault detection ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ##
(HER will log all faults in its Problem Management System within ##
MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT
## of the fault being detected by HER Network Operations Centre or reported by
the Participating Railway.)
Customer notification ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ##
(HER will notify the Participating Railway if affected by the fault within
## MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT ## of the fault having been detected.)
Fault progress reporting every ## MATERIAL OMITTED AND SEPARATELY FILED UNDER
A REQUEST FOR CONFIDENTIAL TREATMENT ##
(HER will keep the Participating Railway informed of the fault status with
expected clearance times every 30 minutes during which the fault remains
service-affecting)
Fault clearance
notification ## MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT ##
(HER will notify the Participating Railway of fault clearance, and seek
approval from the Participating Railway to clear the fault within ## MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT ## of
the fault having been repaired.)
Planned works notification
Notice provided 30 days
Duration within expectation (y/n)
(HER will report the notice provided per instance of planned works, and
whether the expected duration was exceeded.)
Performance Reporting Procedure
Performance report containing all measures in this section, including detailed
description of any faults, will be provided on a monthly basis to the
Participating Railway contacts specified by the Participating Railway.
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Contacts
The following contacts must be documented for each new Service Order through the
Service Delivery process and kept current.
Service delivery - (planning, arrange site access)
--------------------------------------------------------------------------------
Organisation Name Telephone Fax E-mail
--------------------------------------------------------------------------------
the Participating
Railway
HER -
planning
HER -
site access
--------------------------------------------------------------------------------
Escalation within HER:
--------------------------------------------------------------------------------
Contact Level Name Tel. No. Fax number
--------------------------------------------------------------------------------
1st Level CS Account Mngr TBA TBA
2nd Level CS Manager XXX XXX
0xx Xxxxx XXX Xxxxxxxx XXX XXX
Out of Hours NOC TBA TBA
--------------------------------------------------------------------------------
Service handover with BIS results
--------------------------------------------------------------------------------
Organisation Name Telephone Fax E-mail
--------------------------------------------------------------------------------
the
Participating
railway
HER
--------------------------------------------------------------------------------
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24-hour fault reporting
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Organisation Name Telephone Fax E-mail
--------------------------------------------------------------------------------
the
Participating
railway
HER
--------------------------------------------------------------------------------
Escalation within HER:
--------------------------------------------------------------------------------
Contact Level Contact function & name(s) Tel. Number. Fax number
--------------------------------------------------------------------------------
1st Level Shift Leader XXX XXX
0xx Xxxxx XXX Manager XXX XXX
0xx Xxxxx XXX Xxxxxxxx XXX XXX
--------------------------------------------------------------------------------
24/7 the Participating Railway POP access for fault management
--------------------------------------------------------------------------------
Organisation Name Telephone Fax E-mail
--------------------------------------------------------------------------------
the
Participating
railway
HER
--------------------------------------------------------------------------------
Planned works notification
--------------------------------------------------------------------------------
Organisation Name Telephone Fax E-mail
--------------------------------------------------------------------------------
the
Participating
railway
HER
--------------------------------------------------------------------------------
the Participating Railway performance report distribution list
--------------------------------------------------------------------------------
Name Address
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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