EXHIBIT 10.8
[LETTERHEAD]
MEMORANDUM OF UNDERSTANDING
This letter constitutes a Memorandum of Understanding between
Interstate FiberNet (IFN) operating on its behalf and on behalf of
Entergy Technology Corporation (ETC), and IWL Communications, Inc.
(IWL Connect), together referred to herein after as the "parties";
and is for the purpose of defining a contractual relationship
between the parties for the interconnection, co-location, and
leasing capacity of each of the parties fiber optic networks, as
defined herein, in order to provide a reliable and flexible fiber
optic network in Texas, Louisiana, and other locations on ETC's
network.
1. PREMISES AND MUTUAL AGREEMENTS
A. ETC desires to extend its fiber optic network from the
Xxxxx, LA point-of-presence (pop) into Lafayette, LA, for
the purposes of serving its customers and IWL with fiber
optic services over the ETC and IFN networks.
B. IWL desires to provide transport facilities between its
pop in Lafayette, LA and the ETC pop in Xxxxx, LA for the
purposes of serving its customers in Lafayette with fiber
optic services over the ETC and IFN networks and for the
purpose of providing termination for customers originating
in other cities on the ETC and IFN networks.
C. The parties may from time to time provide each other
transport capacity on a leased basis at prevailing carriers'
carrier rates. In this regard, IFN and IWL intend to execute
an IFN Master Capacity Lease for the lease by IWL and IFN
transport services on its network and the ETC network, a
copy of which is included herein as Exhibit 1.
2. NETWORK CONFIGURATION
The parties agree that the network diagram, shown as Exhibit 2,
represents the general configuration of the proposed Lafayette
network with interconnection to IFN and ETC's network in Xxxxx.
3. RESPONSIBILITIES OF THE PARTIES
A. IWL
1) Construct a fiber ring of at least 12 Corning SMF-28
fibers connecting ETC's pop in Cameron Street with
IWL's fiber ring.
2) Provide connection to Xxxx'x pop, MCI's pop, and other
IWL terminal locations including Add/Drop multiplexer
functionality (ADM), as required, to service these
locations on the ring.
3) Provide IFN and ETC with preferential pricing for DS-3
service from ETC's Access Customer Terminal Location
(ACTL) on Cameron Street to the Xxxxxxxxx Xxxx POP
located at 000 X. Xxxxxxxxx Xxxxxx at cost of $XXXX/
month/DS-3.
4) Provide IFN and ETC with preferential pricing for DS-3
service for TEC's Access Customer Terminal Location
(ACTL) on Cammeron Street to a XXX Pop located at 000
Xxxxxxxxxx Xxxxxxxxx at a cost of $XXX/month/DS-3.
This is based on a minimum of 12 DS-3's implemented
to XXX over a 3 year term with XXX allowing IWL to
co-locate at their POP.
5) Provide IFN and ETC with preferential pricing for DS-1
and DS-3 services at a price XXXXX below Bells tariffed
pricing for providing the equivalent service including
HICAP services such as: SMARTring, Lightgate 1,
Lightgate 2, and Lightgate 3 between MCI or Xxxx'x POP
to any on-net location on IWL's fiber ring.
6) Provide IFN and ETC with preferential pricing for DS-1
and DS-3 services at a price XXXXX below Bells tariffed
pricing for providing the equivalent service between
IFN and ETC's Access Customer Terminal Location (ACTL)
in Xxxxx and any on-net location on IWL's fiber ring
where that customer in not acting as an Access Customer
(AC) or Access Provider (AP) but where IWL is treated
as the AP.
B. IFN/ETC
1) Provide ADM functionality at Xxxxx for ETC backbone access
2) Provide IWL preferential pricing for ETC DS-1 and DS-3
services at a price of $XXXX and $XXXX per DS-0 airline
mile, respectively between any two points on ETC's network.
3) Provide IWL preferential pricing for DS-1 and DS-3 services
between any two points on IFN's network at rates to be
determined based on volume but not to exceed $XXXX and
$XXXX per DS-O airline mile for DS-1 and DS-3 services,
respectively.
C. Operations Standards
The parties will mutually agree to a formal set of policies
and procedures defining all operational aspects of the
transport services to be provided to customers, including
but not limited to, order entry, provisioning, trouble
reporting, maintenance and repair. IFN's Operations Manual
is attached as Exhibit 3, and is the suggested master
document governing operations standards.
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5. FINAL AGREEMENT
The parties agree to move forward expeditiously to conclude a final
agreement that will embody the intent contained herein. The parties
agree that the final agreement will be for an initial term of five
years, with two additional five year option terms.
Please confirm, by signing and returning this letter, that the
foregoing reflects our mutual non-binding understanding and sets
forth the basis for proceeding to draft a final Agreement.
IFN IWL
By By /s/ Xxxxxxxx Xxxxxxxx
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Title Title President
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Date Date 7-11-96
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ETC
By /s/ Xxxx X. Xxxxxxxx
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Title General Manager
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Date 7/24/96
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