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Exhibit 4.1
iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
TRICOM LATINOAMERICA, S.A.
AND
MOTOROLA, INC.
This iDEN(R) Infrastructure Supply Agreement ("Agreement" or "Supply Agreement")
is between Motorola, Inc., a Delaware corporation, by and through its Network
Solutions Sector, Customer Solutions Group with offices at 1301 East Algonquin
Road, Schaumburg, Illinois 60196 ("Motorola", which term shall also mean, where
the context requires, Motorola subsidiaries or subcontractors involved in
providing services or materials for this Agreement) and Tricom Latinoamerica,
S. A., a Cayman Islands corporation, with offices at Campbell Corporate Services
Limited, The Bank of Nova Scotia Building, P.O. Box 268, George Town, Grand
Cayman ("Customer" or "Tricom").
RECITALS:
Customer has or will obtain certain rights to use certain electromagnetic radio
frequencies licensed by the "Spectrum Regulatory Agency" and employs or intends
to employ such frequencies to operate iDEN Systems in the "Area" defined below
in Section 1.
Customer desires to purchase and Motorola desires to sell, and where required by
the Customer, Motorola would install and integrate iDEN Systems, as set forth in
this Agreement and in the attached Exhibits, which are incorporated herein by
reference.
Customer is a wholly owned subsidiary of Tricom S.A., a Dominican Republic
company.
AGREEMENT:
Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:
1.0 DEFINITIONS
Capitalized terms used in this Agreement and the Exhibits shall have
the following meanings:
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(R) Registered U.S. Patent & Trademark Office.
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ACCEPTANCE TEST PLAN
The Acceptance Test Plan (ATP) means the tests of a System, or portion
thereof, mutually agreed upon by Motorola and the Customer and selected
from the Generic Acceptance Test Plan (GATP) provided in Exhibit "C."
AFFILIATE
A company owned by or under common ownership or effective control by
another company.
AREA
Customer's market(s) in Panama, El Salvador, Guatemala, Nicaragua,
Honduras and Costa Rica.
CHANGE ORDER
Any change agreed to in writing, by Customer and Motorola, that
modifies the type or quantity of Equipment, Software or Services set
forth in a Purchase Order.
COMMERCIAL SERVICE
The point at which the System or any portion thereof has one or more
Subscribers and is functional and operative, that is, the capability of
successful completion of calls between Subscribers or between
Subscribers and subscribers of any other telephone system, such as a
local telephone system.
CONDITIONAL ACCEPTANCE AND FINAL ACCEPTANCE
Conditional Acceptance of a System shall occur as follows:
With respect to Initial Systems, and in the event Customer purchases
installation and integration services, Conditional Acceptance shall
occur at the earliest of the point in time of: (1) commencement of
Commercial Service of the product purchased, or (2) satisfactory
completion of the ATP. Final Acceptance shall occur and be evidenced by
a notice signed by Customer when all Punchlist items, over which
Motorola has control, have been resolved.
With respect to Expansion Product purchased with installation and
integration services, Conditional and Final Acceptance shall occur in
the same manner as provided in the "Conditional Acceptance and Final
Acceptance" definition above with respect to the System.
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For Expansion Product, Equipment or Software purchased without
installation and integration services, the Conditional Acceptance and
Final Acceptance provisions in this Section will not apply.
CONFIDENTIAL INFORMATION
Confidential Information means that information which is marked
appropriately as confidential or, if orally disclosed, is identified as
confidential at the time of disclosure and confirmed in writing within
thirty (30) days of such disclosure, which may be exchanged pursuant to
this Agreement and shall include, without implied limitation, formulas,
processes, designs, photographs, plans, samples, performance reports,
Subscriber lists, pricing information, studies, findings, inventions,
ideas, drawings, schematics, sketches, specifications, parts lists,
technical data, data bases, Software in any form, flow charts,
algorithms (as therein specified), business technical information,
business plans, strategic alliances, market analysis, and quotation and
price information. Excluded from Confidential Information is
information: (i) which the recipient had in its possession without
confidential limitation prior to disclosure (for which the recipient
shall have the burden of demonstrating by clear and convincing
evidence); (ii) which is independently developed by either party: (iii)
which is known or becomes known to the general public without breach of
this Agreement; or (iv) which is received rightfully and without
confidential limitation from a third party.
CONSULTANT
The term consultant means the third party consultant, or group of
consultants, hired from time to time by the Customer to advise the
Customer in connection with all aspects of this Agreement, including,
without limitation, the selection, revision and supervision of the
tests of the ATP.
DOCUMENTATION
The documentation described in Exhibit "H".
EQUIPMENT
Goods, hardware, and products (other than Software and Subscriber
units) which are supplied by or through Motorola to Customer to be used
in conjunction with and as part of an iDEN System.
EXPANSION PRODUCT
All Equipment, Software, and other products and services purchased from
Motorola to add to or expand an existing System.
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FCA
When used herein shall be as defined in Incoterms 2000. Motorola shall
deliver to Customer's carrier at a manufacturing site or Motorola
facility.
FIXED NETWORK EQUIPMENT - FNE
"FNE" shall mean Motorola supplied Equipment integral to the iDEN
System, such as the switch, radio subsystems, dispatch systems, packet,
data and intelligent network components. Equipment which is not
integral to the Sites, such as antennas, transmission line and
combining equipment, is excluded from FNE, as are Subscriber Units.
HARMONY SYSTEM
The Harmony System is a wireless communication system that offers the
latest in digital communications services including two-way dispatch
and wireless telephone interconnect, for about five thousand (5,000)
subscribers utilizing eight (8) cell sites.
iDEN
iDEN is the trademark for Motorola's advanced integrated
radio-telephone and dispatch communications system that is described in
Exhibit "B".
IMPLEMENTATION
Implementation consists of the services of installing, integrating,
optimizing, management and system engineering as listed in Exhibit "A"
and performed as described in Exhibit "D".
IMPLEMENTATION SCHEDULE
The schedule set forth in Exhibit "D" or other agreement for the
Initial System or System expansion. The current Implementation Schedule
will be modified upon the change of Exhibit A for Panama.
INITIAL PROGRAM LOAD (IPL)
The Initial Program Load (IPL) Software is that Software delivered with
the Initial System or Expansion Product, and shall be the most current
version of iDEN Software that is in general release.
INITIAL SYSTEM
The minimum required System to operate as a digital mobile network to
provide mobile integrated services for a country in the Area utilizing
the iDEN technology platform. The
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Initial System for each country of the Area will consist of at least
the number of sites indicated below, as shown in phase I of each of the
requests of quotation attached hereto as Exhibit "L"
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Country Number of Sites
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Costa Rica 20
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El Salvador 13
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Guatemala 22
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Honduras 5
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Nicaragua 10
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For Panama the Initial System will be that described in the budgetary
proposal attached hereto as current Exhibit "A1".
INITIAL SYSTEM'S FIRM QUOTE
The Initial System's Firm Quote is the quote prepared by Motorola for
each Initial System based on a firm and final request for quotation of
an Initial System for a particular country in the Area prepared by
Customer and submitted to Motorola at least 5 weeks prior to the date
Customer expects to receive such quote. The Initial System's Firm Quote
for each of the countries in the Area will become part of this
Agreement in the form of Exhibit "A," as follows:
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Country Exhibit "A"
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Panama A1
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Costa Rica A2
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El Salvador A3
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Guatemala A4
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Honduras A5
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Nicaragua A6
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For Panama, the quote described in the attached Exhibit "A1" is a
budgetary quote that will be changed for the final Panamanian Initial
System's Firm Quote.
INTERCONNECT CARRIER
Any local carrier, long distance carrier, or reseller of local or long
distance communicating service that is connected to the System.
INTERCONNECT FACILITIES
The medium connecting the iDEN Network Interconnect Switch to the
public switched telephone network or long distance carrier network of
any Interconnect Carrier including termination facilities such as
protected termination blocks, end office termination repeaters and
channel service units to permit direct connection to the System.
MOTOROLA QUOTATION
Quotations issued by Motorola for Equipment or Services that are not in
the Price Book or require customization or deviate in any respect from
standard product or service offering detailed in the Price Book.
OPERATION AND MAINTENANCE SERVICE
Operation and Maintenance Service shall have the meaning set forth in
section 4.19.
PRICE BOOK
Motorola's iDEN(R) INFRASTRUCTURE PRICE BOOK, which is kept by Motorola
on the iDEN web site for use in the United States and worldwide, as
appropriate, and updated periodically by Motorola.
PUNCHLIST
The list, prepared during and after the ATP and finalized no later than
14 days subsequent to the date of Conditional Acceptance, which sets
forth those items, if any, identified by Customer in good faith and
agreed to by Motorola (which agreement Motorola shall not unreasonably
withhold or delay) where the Initial System or System Expansion or
Expansion Product fail to comply with the applicable specifications and
performance standards set forth in Exhibit "B" and the ATP.
PURCHASE ORDER
A "Purchase Order" is a form whereby Customer places an order for
Equipment, Software, and/or other goods and services upon Motorola for
the System on a form
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provided either by Customer or by Motorola, provided that a Purchase
Order in proper form and executed by Customer becomes effective upon
acceptance by Motorola.
RF
Radio Frequency.
SITE
Each of the physical locations comprising the System, which contains
FNE, including the geographic location that houses the iDEN mobile
switching office equipment.
SMP
The Software Maintenance Program defined in Exhibit "E-2".
SOFTWARE
Software means the object-code computer programs furnished by Motorola
to Customer for use solely in conjunction with the FNE under the terms
of the Software License attached hereto as Exhibit F. A further
definition of Software is contained in Exhibit "F". Any reference
herein to Software being "sold" or "purchased" shall in fact be deemed
to be a reference to Software being "licensed."
SPECTRUM REGULATORY AGENCY
"Spectrum Regulatory Agency" shall mean the agency of the Government of
each of the countries of the Area responsible for radio communications
administration and regulation.
SUBSCRIBER
A person who uses the System entitling the System operator to revenue,
other than those using the System during the Customer Performance Test
described in Section 5.9 of Exhibit C.
SUBSCRIBER UNIT
Any manufactured and assembled, mobile or portable, iDEN
telecommunications unit intended for use by any Subscriber.
SYSTEM
A "System" shall be defined as a specified grouping of Equipment,
Software and related services supplied by or through Motorola, which
operates as a digital mobile network to
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provide mobile integrated services for a country in the Area utilizing
the iDEN technology platform.
TECHNICAL DEFINITIONS
The definitions set forth in Exhibit "B" shall have the same meaning
herein.
2.0 SCOPE OF AGREEMENT: PROVISION, TERM, PURCHASE ORDERS
2.1.1 Customer agrees to purchase/license from Motorola and
Mortorola agrees to sell/license to Customer Equipment,
System(s), and Expansion Product at prices set forth in the
Price Book and as indentified in Exhibit "A". The Price
Book may be updated by Motorola peridically. For EBTSs
prices Exhibit "J" shall be observed. The prices for goods
and services set forth in the Price Book are set forth in
United States dollars unless specifically noted to the
contrary.
2.1.2 For purposes of the Initial System for Panama, Customer
agrees to purchase from Motorola and Motorola agrees to sell
to Customer EBTS Equipment, EBTS Software and EBTS services
listed in lines 19 to 26, inclusive, and line 35 of the
budgetary quote attached in Exhibit "A1," at unit prices
set forth in the Price Book, applying Exhibit "J", and such
unit prices shall not exceed the unit prices set forth for
EBTS Equipment, EBTS Software and EBTS services in the
budgetary price schedule for the Initial System for Panama
included in Exhibit "A1".
2.2 Sole Supplier
In consideration of the benefits and other consideration
granted Customer herein, Motorola will be the sole supplier of
FNE, Software and services for Customer's iDEN System(s). At
any time, if Motorola is no longer the sole supplier, the
parties shall renegotiate all pricing hereunder.
2.3 Term
The initial term of this Agreement shall commence on the date
of its execution and shall continue until five (5) years after
such date. Thereafter, the Agreement may be extended for
additional terms of three (3) years upon a party providing
written notice to the other party at least ninety (90) days
prior to the expiration of the then-current term or any
renewal thereof.
2.4 Customer shall order Equipment, Software, Services, and System
or Expansion Product on Purchase Order(s), provided, however,
that Customer agrees that any such documents incorporates this
Agreement by reference and that this Agreement supersedes all
terms and conditions of such document. Purchase Orders shall
identify quantities of goods and/or services ordered and shall
include shipping dates and/or shipping locations. All prices
shall be as set forth in the then current Price Book or as
specifically provided by Motorola in a referenced Motorola
Quotation.
Standard Equipment order lead times and installation period
shall be as set forth in the Price Book, as modified by
Motorola from time to time. If a Purchase Order makes
reference to a valid Motorola Quotation, such Motorola
Quotation shall become incorporated into such Purchase Order
when the latter becomes effective.
2.5 Order Process
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Purchase Orders for Price Book items may be completed by
Customer without the need for input from Motorola. Receipt of
Purchase Orders will be acknowledged by Motorola. Non-Price
Book items require a Motorola Quotation.
Customer shall review all documents of a Motorola Quotation
and indicate its acceptance by signing and returning an
executed copy to Motorola or shall work with Motorola to
achieve mutually acceptable revisions to the proposal, after
which both parties shall execute such revised proposal.
2.6 Changes in Purchase Orders
(a) Purchase Order Modification. Any modification after such
Purchase Order has been accepted by Motorola other than
cancellation shall be made only by written mutual
agreement accompanied by a revised or replacement Purchase
Order executed by Customer, except for the type of changes
set forth below ("Purchase Order Adjustments"):
(i) Changes to Customer requested ship dates,
not to exceed ninety (90) days extension;
(ii) Changes to shipping locations to an
alternate authorized Customer location.
(iii) Changes to the initial Purchase Order for
Panama to adjust it to the Panamanian
Initial System's Firm Quote.
Purchase Order Adjustments may be made by agreement of the
parties, provided that such agreement is confirmed via
contemporaneous faxed or emailed confirmations exchanged
between the parties.
(b) Purchase Order Cancellation. Customer may cancel a
Purchase Order, without charge up to thirty (30) days
after the date of the Purchase Order, provided that
shipment has not occurred. In other cases and unless
otherwise specified in a Motorola Quotation, cancellation
fees shall apply. For the MSO/switch, within the forty
five (45) days following the Customer's cancellation
notice, Motorola will offer for sale the MSO/switch to
other customers. In the event no third party is interested
in purchasing the MSO/Switch, a cancellation fee of one
hundred percent (100%) of the price of the MSO/Switch
shall apply. For EBTS Equipment, within the forty five
(45) days following the Customer's cancellation notice,
Motorola will offer for sale the EBTS Equipment to other
customers. In the event no third party is interested in
purchasing the EBTS Equipment, a cancellation fee of
ninety percent (90%) of the price of the EBTS Equipment
shall apply.
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2.7 Motorola and Customer shall each appoint a Program Manager for
each System. Each such System Program Manager shall have the
responsibility to make good faith efforts to resolve problems
and disputes prior to initiating the dispute resolution
procedures set forth in Section 29.0 Disputes, Dispute
Resolution and Arbitration. Other responsibilities are as
follows:
2.7.1 The responsibilities of the Motorola Program Manager
shall include:
a. Serve as the primary Customer contact for
the System.
b. Serve as the focal point for all Motorola
internal plant and field issues.
c. Deliveries, subcontracts, installation,
System testing and integration,
documentation, training and all duties
required to coordinate any work of the
various Motorola team members required by
the Customer.
d. Clarify the final definition of all Customer
and project requirements.
e. Establish a detailed project schedule and
oversee accomplishment of project
milestones.
f. Establish the project team structure and
staffing.
g. Establish and maintain project reporting and
measurement procedures.
h. Meet regularly with Customer's Program
Manager to review progress and project
issues.
i. Facilitate within Motorola Customer's order
placement and order acceptance procedures.
2.7.2 The responsibilities of the Customer Program Manager
shall include:
a. Serve as primary Motorola contact for the
System.
b. Serve as the focal point for all Customer
internal and field issues.
c. Schedule and oversee accomplishment of
project milestones.
d. Review and approve accomplishment of project
milestones.
e. Disseminate project reports and measurement
procedures within Customer's organization.
f. Approve all modifications to specifications.
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g. Approve and acquire all Sites, notify the
Motorola Program Manager of Site
availability, and coordinate Motorola's
access to the Sites.
h. Meet regularly with the Motorola Program
Manager to review progress and project
issues.
2.8 Additional Operating Entities
Customer intends to deploy iDEN in specific countries of the
Area, either directly or through operating companies,
subsidiaries or partnerships in which it holds at least 51%
interest ("Additional Operating Entity" or "AOE"). Motorola
and Customer agree that an Additional Operating Entity may
take advantage of the rights, and be responsible for the
representations, duties and obligations, of the Customer for a
particular country of the Area under this Agreement once an
amendment to this Agreement in the form of Exhibit "I",
attached hereto, is executed between Motorola, Customer and
the Additional Operating Entity. The Panamanian AOE will sign
Exhibit "I" by November 15, 2000; other AOEs will sign Exhibit
"I" within 90 days from the placement of its country's Initial
System Purchase Order. Not complying with this requirement
will terminate the Preferred Deployment or Headstart benefit
described in Section 2.9.
2.9 Preferred Deployment
2.9.1. "Preferred Deployment" means that, in a specific
country in the Area, Motorola guarantees Customer
priority production, manufacturing and delivery of
the totality of its Initial System Purchase Order
related to iDEN Systems before initiation of work for
any purchase orders in such specific country in the
Area of any other interested party related to iDEN
Systems, including Harmony System.
2.9.2 The purpose of Preferred Deployment is to maximize
the deployment and operation of the iDEN System by
establishing an adequate contractual balance between
the parties to assure Customer's development of such
System in the most efficient and expeditious manner
in order to extend to end users the benefits of the
iDEN technology.
2.9.3. "Headstart" means that in a specific country in the
Area, and for a certain period of time, Motorola
agrees not to put into Commercial Service an iDEN
System, other than Customer's, or a Harmony System.
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2.9.4. The Sale, by Motorola, of iDEN System for private or
governmental use is not limited under the Preferred
Deployment or under the Headstart term.
2.9.5. The Preferred Deployment and the Headstart for the
Area (i) are contingent upon the approval, by August
22, 2000, of the resolution of the Board of Directors
of Tricom, S.A. whereby an iDEN project for the Area
and funding to initiate such project are confirmed,
and (ii) are subject to relevant laws of the
countries where the Preferred Deployment or the
Headstart is granted. Certified copy of the
resolution shall be delivered to Motorola by August
30, 2000.
2.9.6. The Preferred Deployment for Panama starts from the
date of the Purchase Order of the Initial System for
Panama but is contingent upon (i) the execution of
this Agreement, (ii) the execution of Exhibit "I" by
the Panamanian AOE, by November 15, 2000, and (iii)
the placement, concurrent with this Agreement, of a
firm Purchase Order for all the Equipment, Software
and Services for the Initial System of Panama as set
forth in Exhibit "A1", and the Purchase Order
resulting from the Purchase Order Adjustment
submitted by Customer to Motorola in the terms
indicated in Section 2.6.a.(iii), all, except for
(ii), by September 15, 2000. Cancellation of such
Purchase Order resulting from the Purchase Order
Adjustment, or its reduction to less than 75% of the
value of the budgetary quote included herein as
Exhibit "A1" will immediately terminate the Preferred
Deployment. Further, the Preferred Deployment will
terminate upon the earlier of (i) commencement by
Customer of Commercial Service in Panama, or (ii)
twenty four (24) months from the execution of this
Agreement.
2.9.7. The Preferred Deployment for Costa Rica starts from
the date of the Purchase Order of the Initial System
for Costa Rica but is contingent upon (i) the
execution of this Agreement, (ii) the execution of
Exhibit "I" by the Costa Rican AOE, within ninety
(90) days from the date of the Purchase Order
mentioned in (iii) below, and (iii) the placement of
a firm Purchase Order for all the Equipment, Software
and Services for the Initial System of Costa Rica as
set forth in Exhibit "A2", all within the following
nine (9) months from the Effective Date. Cancellation
of such Purchase Order, or its reduction to less than
75% of its initial value will immediately terminate
the Preferred Deployment. Additionally, the Preferred
Deployment will terminate upon the earlier of (i)
commencement by Customer of Commercial Service in
Costa Rica, or (ii) 24 months from the date of the
Purchase Order of the Initial System for Costa Rica.
Further, the sale of Harmony Systems in Costa Rica to
Motorola's affiliates is not subject to this
Preferred Deployment.
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2.9.8. With respect to each of Guatemala, El Salvador,
Nicaragua and Honduras, Motorola grants a Headstart
until 24 months from the date of the Purchase Order
of the Initial System for each country, for any other
customer in each of those countries other than Tricom
or any corresponding AOE, which Headstart is
contingent upon the following conditions being met:
(i) the execution of this Agreement, (ii) the
execution of Exhibit I by the corresponding AOE,
within ninety (90) days from the date of the Purchase
Order mentioned in (iii) below, (iii) the placement
of a firm Purchase Order for all the Equipment,
Software and Services for the Initial System of the
corresponding country as set forth in the
corresponding Exhibit "A", all within the following
nine months from the Effective Date. Cancellation of
such Purchase Order, or its reduction to less than
75% of its initial value will immediately release
Motorola from the obligation set forth in this
Section.
2.9.9. The above benefits are subject to Section 12.2 below.
However, the parties understand and agree that, if
required, the information related to Preferred
Deployment and Headstart will be disclosed to
financial institutions and potential Tricom's
investors and partners. Customer shall inform any
such third party of the confidential nature of the
information being disclosed.
3.0 OBLIGATIONS OF CUSTOMER
Customer shall:
3.1 Design the RF coverage plan and frequency plan for each
country in the Area including but not limited to Site
location, frequencies at each Site, RF coverage from each
Site, co-channel interference caused from one Site to another
Site, co-channel interference from non-Customer sites.
3.2 Procure necessary Spectrum Regulatory Agency radio station
licenses together with such other authorizations as may be
required to construct and operate the System, including
without implied limitation, Site building permits, zoning
variances, and any other required approval or authorizations
from appropriate government and other authorities, and any
required authorizations from any local agencies.
3.3 Make all legal arrangements and pay all expenses, that may be
required, to Site owners or to others, to construct and
operate each Site in accordance with the provisions of this
Agreement.
3.4 Bear the costs of its own legal fees, as well as provisional
charges for Site acquisition, Interconnect Facilities,
telephone and utility charges and other services and items
being supplied by Customer under this Agreement. To the
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extent possible, provide unrestricted ingress and egress to
Sites, as requested by Motorola, and have Sites available for
timely installation of System Equipment.
3.5 Negotiate in good faith the Implementation Schedule and adhere
to the schedule for performance of the responsibilities set
forth therein.
3.6 Negotiate in good faith the Punchlist for the System or System
Expansion and Expansion Product prior to the expiration of the
fourteen (14) day period following the date of Conditional
Acceptance.
3.7 Not unreasonably withhold either Conditional or Final
Acceptance or any other approvals required under this
Agreement.
3.8 Assume responsibility for diagnosis, analysis, isolation, and
remedy of problems in the Interconnect Facilities or at the
Interconnect Carrier side of the interface with the System.
3.9 Furnish necessary databases to Motorola in accordance with the
Implementation Schedule.
3.10 Make payments according to the schedule set forth in Section
6.0 of this Agreement.
3.11 Assume responsibility for lawful operation of the System.
3.12 Be responsible for the provisional exercise of timely
transportation of all Equipment from the FCA shipment point to
covered storage areas at the sites.
3.13 Provide and assume all associated costs for warehousing,
storage, inventory, and staging of Equipment prior to
transport to the installation sites.
3.14 Within 30 days after the execution date of any Motorola
Quotation, or at such time as may be agreed by the parties,
make available the technical details of any and all
Customer-supplied equipment to which the System must be
interfaced. Also provide technical liaison personnel on a
full-time basis with the knowledge of Customer-supplied
equipment. Furnish and install suitable environmental control
facilities in each building. Provide telephone company network
configuration including dial plan and design.
3.15 Provide any outside cable support bridges required, coaxial,
and transmission line access ports into the buildings, inside
conduit or cable ducts, any necessary inside floor trenches
and cable raceways required for installation.
3.16 Provide insurance coverage for all Equipment from FCA point.
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3.17 In response to Motorola's reasonable request, provide Motorola
with information as reasonably known to the Customer which may
be required to enable Motorola to comply with all applicable
laws and regulations.
3.18 As required purchase or provide the services set forth in
Exhibit "D". Provide all Site development services and
engineering drawings as set forth in Exhibit "D", in order to
enable Motorola to install and integrate the System in
accordance with the agreed upon schedule set forth in the
Implementation Schedule.
3.19 Provide capable technical personnel in order to be trained in
the operation and maintenance of the System and to interface
with Motorola with regard to operational and maintenance
issues.
3.20 Perform all other obligations set forth in this Agreement and
any other agreement delivered in connection herewith.
3.21 In its discretion, periodically provide forecasts in good
faith for Equipment and Services.
3.22 Provide Motorola with reasonable notice of any anticipated
delay in Customer's performance hereunder.
4.0 OBLIGATIONS OF MOTOROLA
Motorola shall:
4.1 Determine the required material, effort, and services
necessary for installation and integration. Negotiate in good
faith Implementation Schedules and perform according to such
Schedules.
4.2 Negotiate in good faith the Punchlist for the System or System
Expansion and Expansion Product prior to the expiration of the
fourteen (14) day period following the date of each respective
Conditional Acceptance.
4.3 Install the switching Equipment and adjust the System or
Expansion Product to the standards set out in Exhibits "B" and
"C" and in compliance with Exhibit "D".
4.4 Keep Customer advised of modifications required, as soon as
such modifications are determined to be required by Motorola.
4.5 Provide, at a reasonable cost to Customer, a retrofit package
for any change in standards subsequently put into effect by
the industry, the government, regulatory agencies, as well as
those promulgated by Motorola.
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4.6 Continue to develop operability and reliability improvements
to iDEN technology over time and continue to develop and
implement new feature functionalities agreed to by the parties
throughout the term of the Agreement.
4.7 Make spares and replacement parts available for seven (7)
years from the date of this Agreement. Motorola reserves the
right to substitute equivalent products. Spare and replacement
parts prices shall be at the then current Motorola prices.
4.8 Install and integrate the System or System Expansion and
Expansion Product in compliance with all applicable federal,
state and local laws and all rules and regulations promulgated
pursuant thereto including all Spectrum Regulatory Agency
approvals and certifications.
4.9 To accept properly documented Customer's orders, to make
timely delivery and to install and integrate the System or
System Expansion according to the Schedule set forth in the
Implementation Schedule.
4.10 To remedy all Punchlist items, defects and problems during the
warranty and maintenance periods.
4.11 In response to Customer's reasonable request, provide Customer
with information as reasonably known to Motorola which may be
required to enable Customer to comply with all applicable laws
and regulations.
4.12 Use skilled personnel, competent to perform assigned tasks and
take all actions necessary to avoid the turn-over of the
Project Manager and key skilled personnel.
4.13 Perform all other obligations set forth in this Agreement and
any other agreement delivered in connection herewith.
4.14 Upon Motorola's determination of any delay, provide Customer
with verbal notice, with written confirmation, of any
anticipated delay in Motorola's performance hereunder.
4.15 Prior to shipment Motorola will obtain type approval for any
Equipment sold herein that requires type approval in the Area.
4.16 For any new product development Motorola shall propose special
terms and conditions associated with the purchase of such new
product for the parties' approval.
4.17 All equipment sold to Customer hereunder is new and Motorola
will provide any documents which may be reasonably requested
by Customer evidencing this fact.
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4.18 At the time or times contemplated herein for the transfer of
title to any equipment included in the System, Motorola shall
convey to Customer all right in and good title, free and clear
of any encumbrances of any type, to such equipment by
appropriate title documents. Title to Software shall not be
conveyed to Customer at any time.
4.19 Upon Customer's request, provide the operation and maintenance
service. Customer agrees to receive and Motorola agrees to
perform operation and maintenance services ("Operation and
Maintenance Services") consisting of local engineering support
to Customer in addition to the selected MSO warranty for a
period of sixteen (16) months from Conditional Acceptance for
the price set forth in the corresponding Exhibit A. Operation
and Maintenance Service shall include, without limitation, (i)
aid in troubleshooting switch and EBTS issues, (ii) at least
one monthly meeting between Motorola's operation and
maintenance personnel and Customer's technical administration,
(iii) ongoing evaluation of Customer's personnel and
indication of Motorola's view of whether Customer's technical
staff have the knowledge and skill level to operate the
System(s) after the term of these Operation and Maintenance
Services expires, (iv) telephone support to troubleshoot
issues for the Panamanian MSO and EBTS sites, (v) Motorola's
operation and maintenance personnel availability on MSO site
during Customer's normal working hours (the equivalent of 8:00
am to 5:00 pm, USA Eastern Standard time), Monday through
Friday, (vi) Motorola's operation and maintenance personnel
emergency availability on MSO site after working hours, seven
days a week, including holidays. It is understood by the
parties that in the event Customer's personnel cannot solve a
problem in an EBTS site, Motorola's operation and maintenance
personnel will be available seven (7) days a week, including
holidays, to accompany Customer's personnel to the EBTS site.
Any cost associated with the rendering of this service will be
covered by Customer, including without limitation, the
transportation to the sites, hotel, meals, etc., and (vii) any
other operation and maintenance services mutually agreed upon
by the parties.
Customer may, at its option, purchase Operation and
Maintenance Services on a quarterly basis after the twelve
(12) month period specified in the paragraph above expires and
Motorola agrees to provide a quote for such additional
quarterly services upon Customer's written request.
4.20 Motorola shall provide Customer with written guidance with
respect to an organizational chart of the technical
organization required to operate the iDEN System, the profile
of the personnel required, and a short job description.
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5.0 SITE CONFIGURATIONS
This Agreement, and the prices provided in the Price Book or Motorola
Quotation, are predicated on the use of certain Site configurations
provided by Customer. Customer is free to alter Site configurations
during the course of performance of this Agreement. However, changes in
site configurations may result in either increased or decreased costs
for RF equipment and/or other related FNE.
6.0 GENERAL PRICING PROVISIONS; EXHIBITS
6.1 The Price Book contains standard lead times (which are updated
as market conditions change) and expedite fees which are
incorporated by reference herein. Motorola does not warrant
that lead times can be moved in. At times Motorola can move in
such lead times by paying Motorola's suppliers expedite fees,
paying for overtime or other methods. If Motorola is requested
to perform in such times Customer shall pay the expedite fees
set forth in the Price Book. The lead times set forth in the
Price Book will be shown for both cases where the product is
forecasted and when it is not forecasted.
6.2 Motorola, from time to time, may set account credit limits for
the Customer and notify Customer of such limits.
6.3 Changes in Exhibit "A"
Notwithstanding the fact that Customer has made firm
orders for Equipment and Service, the parties agree
that Customer may without charge or penalty modify,
pursuant to a Change Order, the specific Equipment
and Services ordered herenunder subject to the below:
a. All changes must be made thirteen (13) weeks
in advance of the ship date shown in the
agreed upon project schedule, as modified
hereafter; and
b. The total dollar value of Equipment and
Services (excluding RF ancillary items) set
forth in Exhibit "A" may not be reduced to
less than 75% of such dollar amount.
Motorola shall notify Customer's bank of any
reduction for purposes of Letter of Credit
adjustment.
c. The decision to delete categories of RF
ancillary products must be made within
ninety (90) days of the execution of this
Agreement.
6.4 The licensing fee for Software is set forth in the Price Book
and included in the Software prices set forth in Exhibit "A".
Subsequent purchases of Equipment, increases to capacity, SMP
renewals or new features may require new license fees,
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as set forth in the Price Book or as specifically proposed by
Motorola. The software IPL pricing offered Customer is valid
only for the purchase of Hardware and Software as a package
from Motorola. If any Motorola iDEN FNE hardware is purchased
directly from a third party source, the IPL fee set forth in
the Price Book shall be charged in addition to any applicable
fees.
6.5 Customer shall pay for any training ordered by the Customer
per the Price Book and other appropriate agreements. A three
(3) year training price will be included in the Panamanian
Initial System's Firm Quote.
6.6 Subject to the conditions contained in Section 4, any costs
required to modify the System in order to comply with local
codes or regulations shall be Customer's responsibility.
6.7 For any amount due hereunder which remains unpaid, the
Customer shall pay Motorola a service fee at the rate of one
percent (1%) of the amount due for each month, or portion
thereof, that the amount remains unpaid.
6.8 Customer shall be responsible for the payment of all
applicable sales, use, retailer's occupation, excise, property
and other assessments in the nature of taxes, however,
designated, on the Deliverables and Services provided to
Customer pursuant to this Agreement, exclusive, however, of
any taxes measured by Seller's net income or based on Seller's
franchise. Personal property taxes assessable on the
Deliverables shall be the responsibility of Customer. To the
extent Motorola is required by law to collect such taxes
(state or local), one hundred percent (100%) thereof shall be
added to invoices as separately stated charges and paid in
full by customer, unless the Customer is exempt from such
taxes and furnishes Motorola with a certificate of exemption
in a form reasonably acceptable to Motorola. In the event
Customer claims exemption from sales, use or other such taxes
under this Agreement, Customer agrees to hold Motorola
harmless from any and all subsequent assessments levied by a
proper taxing authority for such taxes, including interest,
penalties and late charges.
6.9 Customer agrees to pay all freight costs from point of
shipment and all applicable duties, customs charges, tasa
aeroportuaria and other costs associated with nationalization
of the equipment on a "prepay and add" basis.
7.0 PAYMENT
Customer shall pay to Motorola the price of the Initial System and
related services, as set forth in the applicable Exhibit "A" or
Purchase Order in U.S. dollars, and according to the following terms
and payment schedules:
7.1 General Payment Terms
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Payment for Equipment and Services to Motorola shall be made
in U.S. dollars either by wire/telegraphic transfer or through
the medium of a confirmed and irrevocable Letter of Credit,
permitting partial and transshipments no later than thirty
(30) days after the date of invoice.
7.1.1 Letter of Credit
At the placement of the Purchase Order for the
corresponding Initial System, Customer shall issue
one (1) or two (2) confirmed and irrevocable Letters
of Credit made out in favor of Motorola, Inc., 1301
East Algonquin Road Schaumburg, Illinois 60196 USA,
and payable at the counters of BankOne Chicago.
Drafts are to be drawn upon BankOne Chicago, Chicago,
Illinois, USA and full reimbursement instructions
must be provided to the U.S. bank by the opening bank
at the time the Letter(s) of Credit is(are) opened.
In the event one Letter of Credit is opened, such
Letter of Credit shall be in the amount of one ninety
percent (90%) of the value of the corresponding
Initial System as described in appropriate Exhibit
"A" or Purchase Order amount, as applicable, and its
validity shall be as follows:
a) 70% for a period of one (1) year from the
date of issuance; and
b) 20% for a period of two (2) years from the
date of issuance.
This Letter of Credit shall be issued at latest
seventy two (72) business hours from the placement of
the Initial System's Purchase Order. It is understood
that Motorola will not accept this Purchase Order
until this Letter of Credit is issued.
Further, this Letter of Credit shall be drawn down as
follows:
a) Seventy percent (70%) of the commercial invoice
gross value of the Equipment shipped is payable
after each shipment, from the portion that is
valid for one (1) year;
b) Fifteen percent (15%) of commercial invoice
gross value is payable after presentation of
the Conditional Acceptance Certificate, from
the portion that is valid for two (2) years;
c) Five percent (5%) of the commercial invoice
gross value is payable after presentation of
the Final Acceptance Certificate, from the
portion that is valid for two (2) years.
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In the event two (2) Letters of Credit are opened,
one Letter of Credit shall be in the amount of
seventy percent (70%) of the value of the
corresponding Initial System as described in the
appropriate Exhibit "A" or Purchase Order amount, as
applicable, and shall be valid for a period of one
(1) year from the date of issuance, which shall
occurred at latest seventy two (72) business hours
from the placement of the Initial System's Purchase
Order. It is understood that Motorola will not accept
this Purchase Order until this Letter of Credit is
issued. This Letter of Credit will be drawn down upon
shipments are made and for the amount of each
shipment.
The second Letter of Credit shall be in the amount of
twenty percent (20%) of the value of the
corresponding Initial System as described in the
appropriate Exhibit "A" or Purchase Order amount, as
applicable, and shall be valid for a period of two
(2) years from the date of issuance, which shall
occurred at latest seventy two (72) business hours
from the placement of the Initial System's Purchase
Order. It is understood that Motorola will not accept
this Purchase Order until this Letter of Credit is
issued.
This Letter of Credit shall be drawn down as follows:
a) Fifteen percent (15%) of commercial invoice
gross value is payable after presentation of
the Conditional Acceptance Certificate.
b) Five percent (5%) of the commercial invoice
gross value is payable after presentation of
the Final Acceptance Certificate.
If Motorola is prevented from obtaining Conditional
Acceptance by the scheduled date of Conditional
Acceptance because Customer has not completed its
obligations hereunder (except as provided in Section
18), Motorola shall provide Customer with written
notice of the obligations Customer must fulfill and
allow Customer a twenty (20) day period to cure any
failure to fulfill its obligations (the "Cure
Period"). If such failure continues for ten (10) days
from the end of the Cure Period, Motorola shall be
entitled to receive the final payments, described in
a and b above, as if Conditional Acceptance had
occurred as scheduled.
Banking charges incurred by the opening bank shall be
borne by Customer and those incurred by the U.S. bank
(BankOne) shall be borne by Motorola.
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7.1.2 The licensing fee for Software, licensed as set out
in Exhibit "F" and provided for use with the System,
is set forth in Exhibit "A".
7.1.3 Customs clearance, or related costs pertaining to
import of the proposed equipment and software are the
responsibility of Customer. No such costs have been
included in Motorola's pricing.
7.1.4 Any costs required to modify the System in order to
comply with local codes or regulations shall be
Customer's responsibility.
7.2 Specific Payment Terms
7.2.1 Advance Payment
Customer agrees to remit, a non-refundable advance
payment of 10% of the total amount of each Initial
System's Purchase Order, on the same date such
Purchase Order is placed. The start date for the
Implementation Schedule shall be the date of receipt
of this payment. Each advance payment shall be made
by wire/telegraphic transfer to the following
address:
Citibank, New York
Routing No.: 021000089
Account No.: 38492274
In the event Customer does not proceed with its
obligations set forth in 7.1.1, under this Agreement
(subject to Section 18) in a timely manner, and such
failure continues for thirty (30) days following
written notice by Motorola to Customer that Motorola
intends to proceed under this Section, Motorola shall
promptly document its non-recoverable costs directly
incurred in the performance of this Agreement, such
as, but not limited to staff hours, travel expenses,
equipment re-stocking charges, etc. In the event such
non-recoverable costs exceed the amount of the
advance payment, Customer will pay Motorola the
difference.
7.2.2 Payment of Balance Due
Customer shall be invoiced seventy percent (70%) of
the Commercial invoice gross value of Equipment on
shipment. Fifteen percent (15%) of the commercial
invoice gross value of Equipment is due upon
Conditional Acceptance and the five percent (5%)
balance due upon Final Acceptance. Services and
Training balances are invoiced upon completion.
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7.2.3 Payment for Expansion Product
Customer shall be invoiced one hundred percent (100%)
of the commercial invoice gross value of Expansion
Product on shipment. Customer must pay within thirty
(30) days from the invoice date.
8.0 WARRANTY AND SOFTWARE MAINTENANCE PROGRAM
8.1 Motorola-manufactured Hardware Warranty
8.1.1 FNE manufactured by Motorola is warranted to be free
from defects in material and workmanship at time of
shipment and will be warranted for a period of twelve
(12) months from the date of shipment (for Initial
Systems, twelve (12) months from Initial System
Conditional Acceptance). The Exhibit "A" price of the
EBTS Equipment hardware warranty during the warranty
period shall be Two Percent (2%) of the net EBTS
Equipment price for all shipments that occur during
the effective dates of this Agreement. All other
warranty charges shall be as per the Price Book.
Parts will be repaired at the Motorola repair depot
or replaced at no charge for the full warranty
period, except as outlined herein.
8.1.2 Customer shall be responsible for the initial level
of diagnosis (i.e., for identification and isolation
of FNE hardware problems to the board level), for
hardware, firmware and software removal and
replacement, and for sending the malfunctioning
product, packed in a manner to prevent damage, to the
designated Motorola repair depot. Customer shall be
responsible for associated shipping charges to
Motorola's repair depot. When such products or their
replacements are being returned to Customer, Motorola
shall bear such charges.
8.1.3 Parts and labor at the Motorola repair depot to
repair or replace defective FNE will be provided at
no charge for the full warranty period except as
outlined in 8.1.1 above.
8.1.4 In the event a defect occurs during the warranty
period Motorola, at its option, and as Customer's
sole remedy, will either repair or replace the
product. Any item replaced will be deemed to be on an
exchange basis, and any item retained by Motorola
through replacement will become the property of
Motorola. Repaired or replaced parts shall have a
warranty of the greater of the remainder of this
warranty period or sixty (60) days.
8.2 This Warranty DOES NOT COVER defects, damage, or malfunctions
resulting from:
8.2.1 Use of the products in other than their normal and
customary manner.
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8.2.2 Misuse, accident, neglect, environmental or Site
conditions not conforming to the specifications for
the product as set out in the current Equipment
specifications, or unauthorized access to source or
object code or manipulation of Software elements.
8.2.3 Unauthorized alterations or repairs, use of
un-approved parts in the products or the combination
or interfacing of the products, use of "gray market"
parts or components, in each case in a manner not
approved by Motorola. "Gray market" components or
parts are those components or parts purchased (a)
outside the United States or (b) from unauthorized
sellers of such components or parts.
8.2.4 An event of Force Majeure.
8.2.5 Installation, integration, or movement of products
from their original installation Site that is not in
accordance with Motorola hardware configuration and
datafill guidelines.
8.2.6 Failure of antennas, lines, or any part of the
Interconnect Facilities.
8.2.7 Failure of Customer to maintain or provide
maintenance for the System pursuant to Motorola
Equipment and Software maintenance agreements, or
other maintenance, substantially in accordance with
the Documentation and under the supervision of one or
more individuals who shall have completed appropriate
Motorola training.
8.2.8 Damage which occurs during shipment of the product to
Motorola for warranty repair.
8.3 Except as associated with an agreed-to assignment, this
express warranty is extended by Motorola, Inc. to Customer
only and is valid only in the Area.
8.4 Software Warranty - This warranty shall be applicable to
Software associated with the Motorola-Manufactured Equipment
purchased in connection with the iDEN System.
8.4.1 WARRANTY. Motorola warrants that each Software
Release provided in connection with
Motorola-Manufactured Equipment shall conform to the
specifications set forth in the relevant Exhibit B-1,
as it exists on the warranty commencement date.
Motorola does not warrant that: (i) operation of any
Software shall be uninterrupted or error free; and
(ii) functions contained in the Software shall
operate in the combination which may be selected for
use by Customer or meet Customer's requirements.
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8.4.2 TERM. The warranty set forth in Section 8.4.1 above
shall commence on the date Software Release is loaded
onto the relevant Network Element and shall terminate
the earlier of (i) twelve (12) months from such date;
or (ii) ninety (90) days from General Availability of
the subsequent Software Release for such Network
Element.
8.4.3 CUSTOMER OBLIGATIONS. Customer will be responsible
for the first level of maintenance, including but not
limited to, diagnosis and isolation of reproducible
Software malfunctions, provided, however, that such
first echelon diagnosis shall be required only to the
extent Customer can reasonably be expected to perform
given its Documentation and the training available to
Customer's personnel. Motorola shall provide Customer
with any reasonably requested aid in performing such
diagnosis, provided Motorola may charge for such aid
if it constitutes first echelon diagnosis that is
Customer's responsibility. In the event of Software
malfunction, Customer shall notify Motorola promptly,
followed by written confirmation of such notice.
Motorola will acknowledge receipt of notice of
verified Software malfunctions.
8.4.4 MOTOROLA'S OBLIGATIONS. Motorola's sole obligations
under this warranty and Customer's sole remedy are as
follows: Motorola shall make the required code
changes to the Software Release such that it conforms
to the relevant specifications and is free from
reproducible defects. Such Software code fixes may be
provided as a Point Release, Software Update or Patch
Tape, or as part of a subsequent Software Release.
The inclusion of a Software fix in subsequent
Software Release, however, does not entitle Customer
to receipt of such Software Release for free.
8.4.5 LIMITATION. THIS WARRANTY APPLIES ONLY TO THE
SOFTWARE IN THE FORM PROVIDED BY MOTOROLA.
Modifications, attempted modifications or additions
to such Software by any party other than Motorola
shall void the obligations of Motorola under this
warranty.
8.4.6 OWNERSHIP OF SOFTWARE. Failure by Motorola to provide
support under this warranty shall not be construed as
conveying any rights or ownership in Software.
8.5 Software Maintenance Program (SMP)
8.5.1 Customer commits to purchase SMP on an annual basis
for each year of the term of this Agreement for all
its iDEN Equipment and Software, and Motorola commits
to offer SMP at the prices set forth in the Price
Book for the years set forth therein. Customer shall
pay SMP fees on a quarterly basis. The annual amount
due shall be calculated by taking the total
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number of subscribers on the Customer System(s) based
on the number of units registered on the DAP/HLR at
the end of the prior year multiplied by the annual
per subscriber rate. The quarterly payment shall be
one-quarter of the calculated annual payment. The
quoted prices are for the services defined in Exhibit
"A". The SMP Agreement shall be evidenced by
Customer's Purchase Order indicating which sections
of said proposal are agreed to by the parties. Any
additional services agreed to by the parties shall
also contain applicable pricing for such services.
8.5.2 Once Motorola's Software Warranty expires for a
Release, all reproducible software defects or bugs
shall be corrected as part of SMP.
8.6 Non-Motorola Manufactured Products
Non-Motorola manufactured products, other than batteries, are
warranted for a period of twelve (12) months from the date of
shipment, except for those non-Motorola manufactured products
that have a longer warranty period, in which case the longer
warranty period shall be extended to Customer, to the extent
provided to Motorola by the manufacturer or supplier of such
product. Motorola does not accept any liability for System
integration or warranty obligation for such separately
purchased hardware or software, and if Motorola is called on
any warranty claim or other service request involving such
hardware or software, Customer shall pay Motorola's standard
service charge for such calls.
8.7 THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY
EXCLUDED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL MOTOROLA BE LIABLE FOR INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES TO THE FULL EXTENT
SUCH MAY BE DISCLAIMED BY LAW.
MOTOROLA WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THAT THE
INDIVIDUAL FNE PRODUCTS WILL OPERATE TOGETHER AS A SYSTEM
WITHIN GENERAL OPERATING LIMITS SPECIFIED IN EXHIBIT "B", SO
LONG AS THE AVERAGE SUBSCRIBER USAGE CHARACTERISTICS OF THE
INDIVIDUAL FNE PRODUCTS AT BUSY HOUR DO NOT CAUSE THE PEAK
CAPACITY LIMITS OF INDIVIDUAL FNE PRODUCTS TO BE EXCEEDED AND
ANY EQUIPMENT INSTALLED BY THE CUSTOMER WITHOUT MOTOROLA
INTEGRATION AND GATP ASSISTANCE IS INSTALLED IN ACCORDANCE
WITH MOTOROLA HARDWARE CONFIGURATION AND DATAFILL GUIDELINES;
BATTERIES ARE EXCLUDED BUT CARRY THEIR OWN SEPARATE LIMITED
WARRANTY FROM THEIR MANUFACTURER, AS WILL BE
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DESCRIBED IN EXHIBIT K. MOTOROLA DISCLAIMS LIABILITY FOR RF
COVERAGE UNDER THIS WARRANTY. BATTERY SUPPLIER'S WARRANTY WILL
BECOME EXHIBIT "K."
9.0 PRODUCT CHANGES OR SUBSTITUTIONS
At any time during the performance of this Agreement, Motorola
may implement changes in the products set forth in Exhibit
"B", modify the drawings and specifications relating thereto,
or substitute therefore products of more recent design;
provided, however, that any such changes, modifications or
substitutions, under normal and proper use:
(1) shall not materially or adversely affect
physical or functional interchangeability or
performance (except where there is written
agreement between the parties that the
change can be made after Customer knows the
effect thereof);
(2) shall not detract from the safety of the
product;
(3) shall be acceptable to the Spectrum
Regulatory Agency if required; and
(4) Motorola shall notify Customer of any change
that is not downward compatible.
10.0 DISCLAIMER OF PATENT LICENSE
10.1 Nothing contained in this Agreement shall be deemed to grant,
either directly or by implication, any license under any
patents or patent applications of Motorola, except that
Customer shall have the normal non-exclusive royalty-free
license to use which is implied, or otherwise arises by
operation of law, in the sale of a product.
11.0 INTELLECTUAL PROPERTY INDEMNITY
11.1 Motorola shall defend Customer against a claim that
Motorola-manufactured products or latest unmodified release of
Software supplied hereunder infringe a U.S. patent or
copyright, provided that (i) Customer promptly notifies
Motorola in writing of the claim, (ii) Motorola has sole
control of the defense and all related settlement
negotiations, and (iii) Customer gives Motorola information
and assistance for the defense of all at Motorola's expense
provided, however, that Customer's failure to provide such
notice shall not relieve Motorola of liability under this
Section 11 except to the extent Motorola was prejudiced
thereby. Subject to the conditions and limitations of
liability stated in this Agreement, Motorola shall indemnify
and hold Customer harmless from all payments which
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by final judgments in such suits may be assessed against
Customer on account of such infringement and shall pay
resulting settlements, costs and damages finally awarded
against Customer by a court of law.
11.2 Customer agrees that if Equipment or Software become, or in
Motorola's opinion are likely to become, the subject of such a
claim, Customer will permit Motorola, at its option and
expense, either to procure the right for Customer to continue
using such Equipment or Software or to replace or modify same
so that they become non-infringing without affecting the
function and capability, and if neither of the foregoing
alternatives is available on terms which are reasonable in
Customer's and Motorola's judgment, Customer can return
Motorola-manufactured products and/or Software for full credit
on the entire unusable portion thereof.
11.3 Motorola has no liability for any claim of patent or copyright
infringement to the extent based upon adherence to
specifications, designs or instructions furnished by Customer,
nor for any claim based upon the combination, operation or use
of any Motorola-manufactured products or Software supplied
hereunder with products, software or data not supplied by
Motorola, nor for any claim to the extent based upon
alteration of the products or modification of any software
supplied by entities other than Motorola.
12.0 CONFIDENTIALITY
12.1 From time to time during the performance of this Agreement,
the parties may deem it necessary to provide each other with
Confidential Information. The parties agree:
12.1.1 To maintain the confidentiality of such Confidential
Information and not disclose same to any third party,
except as authorized by the original disclosing party
in writing, or in connection with a public or private
debt or equity offering of securities, or as required
by law. Such Confidential Information also includes
oral and visual Confidential Information.
12.1.2 To restrict disclosure of Confidential Information to
employees who have a "need to know". Such
Confidential Information shall be handled with the
same degree of care which the receiving party applies
to its own confidential information but in no event
less than reasonable care.
12.1.3 To take precautions necessary and appropriate to
guard the confidentiality of Confidential
Information, including informing its employees and
consultants who handle such Confidential Information
that it is confidential and not to be disclosed to
others and as to all technical consultants obtain a
signed non-disclosure agreement consistent therewith.
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12.1.4 That Confidential Information is and shall at all
times remain the property of the disclosing party. No
use of any Confidential Information is permitted
except as otherwise provided herein and no grant
under any proprietary rights is hereby given or
intended, including any license implied or otherwise.
12.1.5 To use such Confidential Information only as required
in performance of this Agreement.
12.2 Except as may be required by applicable law, neither party
shall disclose to any third party the contents of this
Agreement, the Exhibits or any amendments hereto or thereto
for a period of two (2) years from the date of execution
hereof without the prior written consent of the other except
as provided for in Section 12.1.1.
13.0 TRADEMARK AND PUBLICITY
Nothing contained in this Agreement shall be construed as conferring
any right to use any name, trademark or other designation of either
party hereto, including any contraction, abbreviation, or simulation of
any of the foregoing, in advertising, publicity or marketing
activities. No publicity, advertising, etc. with regard to this
Agreement or the System which mentions the other party shall be
released without prior written consent of the other party, except as
may be required by law.
14.0 SHIPMENT, DELIVERY AND PACKING
14.1 Motorola may ship products at any time during the "Time Frame"
(the interval between the shipment/implementation date and the
completion date for a particular activity as set forth in the
Implementation Schedule) and may invoice Customer upon
shipment as provided in Section 6 of this Agreement. No
shipment of products during said Time Frame shall be
considered early for purposes of invoicing.
14.2 Customer shall select the carrier and notify Motorola in
writing or instruct Motorola to use the best available carrier
or any carrier as previously used by Customer, unless Customer
notifies Motorola not to use such carrier.
14.3 Motorola shall use all reasonable efforts to ship products
directly to the Site or Customer designated warehouse.
14.4 In the event that the Site or Customer designated warehouse is
not available to receive Equipment because Customer has not
met its obligations hereunder to receive the products when
shipped, Motorola, at its option, may ship said products to a
warehouse in or near the area as designated by Customer, and
Customer shall bear the costs of warehousing, reloading,
transporting, off-loading and moving the products onto the
Site when such Site becomes available.
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14.5 Shipping documentation shall be developed to the mutual
satisfaction of the parties. Shipping terms are FCA
manufacturing site or Motorola facility. The manufacturing
site may be other than a USA facility.
14.6 Motorola shall have the Equipment securely packed so as to
withstand numerous handlings and loading as appropriate for
inland, sea and/or air transportation. Motorola shall take
reasonable protective measures to protect Equipment from
weather and shock, considering the different shapes and
special features of the Equipment.
15.0 TITLE, INDEMNITY, INSURANCE
15.1 Good title, free and clear of all liens or other encumbrances
to the FNE and other Motorola provided products supplied
hereunder and risk of loss for all such products shall pass to
Customer upon delivery FCA point of shipment.
15.2 The above notwithstanding, title to Software and underlying
intellectual property rights (i.e., patents, copyrights,
proprietary and confidential information, and know-how)
belonging to Motorola or any other third party shall remain
with Motorola or such third party. This Agreement only grants
a right to use such Software.
15.3 All Equipment sold to Customer hereunder is new and Motorola
will provide any documents which may be reasonably requested
by Customer evidencing this fact.
15.4 During the term of this Agreement, the parties shall indemnify
and hold harmless each other together with their directors,
officers, agents, employees, affiliates and subsidiaries from
any and all loss, damage, expense, judgment, lien, suit, cause
of action, demand or liability (collectively, "loss") for
personal injury (including death) and tangible property damage
which may be imposed on or incurred by one party arising
directly out of the intentional misconduct or negligent acts
or omissions of the other, its agents, subcontractors, or
employees during the performance of any work hereunder. The
indemnifying party shall, at its sole expense, defend any suit
based upon a claim or cause of action within the foregoing
indemnity provision and satisfy any judgment that may be
rendered against the other resulting therefrom, provided that
the indemnifying party shall be given (i) prompt notice of any
such claim or suit; and (ii) full opportunity to defend such
claim or suit; provided, however, that failure to provide such
notice shall not relieve the indemnifying party of liability
under this Section except to the extent the indemnifying party
was prejudiced thereby. The indemnified party may, at its
election, participate in the defense of any suit, and shall
cooperate fully in defending any claim or suits. The
indemnifying party shall pay all costs, expenses, and
reasonable attorney's fees incurred by the indemnified party
in connection with any such suit or in enforcing this
indemnity provision, provided a valid claim is presented.
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15.5 Customer and Motorola each shall be named as additional
insured under the other's comprehensive general liability
policy for claims arising out of work performed hereunder
(which includes but is not limited to product and public
liability, property and all risk insurance).
16.0 FORCE MAJEURE - EXCUSABLE DELAY
16.1 Neither party shall be liable for delays in delivery or
performance, or for failure to manufacture, deliver or perform
when caused by any of the following which are beyond the
reasonable control of the delayed party:
16.1.1 Acts of God, acts of the public enemy, acts or
failures to act by the other party, acts of civil or
military authority, governmental priorities and
regulatory actions, strikes or other labor
disturbances, hurricanes, earthquakes, fires, floods,
epidemics, embargoes, war, riots, delays in
transportation, and loss or damage to goods in
transit, or;
16.1.2 Inability on account of causes beyond the reasonable
control of the delayed party or its suppliers to
obtain necessary products, components, services, or
facilities.
16.2 In the event of any such delay, the date of delivery or
performance shall be extended for a period equal to the period
of time lost by reason of the delay. If any such delay lasts
for more than one hundred eighty (180) days, the parties shall
consult with one another for the purpose of agreeing upon the
basis on which the delayed party shall resume work at the end
of the delay. If no reasonable solution to the delay is
available, then either party may, by written notice, cancel
that portion of the Agreement which is delayed, and adjust the
Agreement price appropriately.
17.0 TERMINATION
17.1 Either party may terminate this Agreement without liability by
the giving of notice, in accordance with Section 23, if (i)
the other makes a general assignment for the benefit of
creditors or goes into compulsory or voluntary liquidation,
(ii) if a petition in bankruptcy or under any insolvency law
is filed by or against the other and such petition is not
dismissed within sixty (60) days after it has been filed, or
(iii) the other shall commit any material breach of its
obligations hereunder.
In the case of any material breach, neither party shall
terminate this Agreement unless and until the other shall have
failed to cure such breach within thirty (30)
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days after it shall have been served with a notice, in
accordance with Section 23, (i) stating the nature of the
breach, (ii) requiring that the breach be cured, and (iii)
stating its intention to terminate the Agreement if compliance
with the notice is not met.
17.2 The termination of this Agreement shall not affect or
prejudice any provisions of this Agreement which are expressly
or by implication provided to continue in effect after such
termination.
17.3 If this Agreement is terminated, Motorola shall have the right
to determine whether any unfilled Purchase Orders, in
existence at the time of such termination shall be completed
under the terms of this Agreement or canceled.
18.0 LIMITATION OF LIABILITY
NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY,
TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PATENT INFRINGEMENT,
COPYRIGHT INFRINGEMENT, OR OTHERWISE, SHALL HAVE ANY LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY
ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS,
(EXCEPT REPLACEMENT PRODUCTS UNDER SECTIONS 9 AND 11), FACILITIES OR
SERVICE, OR DOWNTIME COSTS OR CLAIMS OF THIRD PARTIES TO THE FULL
EXTENT SUCH MAY BE DISCLAIMED BY LAW.
19.0 ASSIGNMENT - RESALE OF EQUIPMENT
19.1 Any re-sale of Equipment will require a re-licensing of the
Software from Motorola, including potential payment of an IPL
license fee by the new owner.
19.2 The Agreement shall accrue to the benefit of and be binding
upon the parties hereto and any successor entity into which
either party shall have been merged or consolidated or to
which either party shall have sold or transferred all or
substantially all its assets. Specifically, Motorola may
assign this Agreement, provided that Motorola, Inc. shall
remain liable for performance hereunder. This Agreement shall
not be otherwise assigned by either party without the prior
written consent of the other party. In conjunction with any
agreed to assignment of this Agreement, Motorola agrees to
offer a software license the assignee pursuant to the terms
set forth in Exhibit "F". A reasonable new Software License
Fee may be required of any successive owner, other than an
AOE, of iDEN infrastructure Equipment.
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19.3 Notwithstanding anything to contrary elsewhere in this
Agreement, Customer may pledge, mortgage or otherwise assign
all or any portion of this Agreement or any orders hereunder
(or any combination thereof) to one or more providers of debt
or equity financing (provided any such intended assignee is
not a person or entity listed on the United States Department
of Commerce Denied Parties List or to a person or entity
residing in a country to which export of the iDEN Equipment is
prohibited under United States law) upon terms and conditions
satisfactory to Customer, provided that (i) Customer will
remain liable for all obligations arising out of this
Agreement, (ii) the assignee agrees in writing that the terms
and conditions of this Agreement shall apply to and be binding
upon the assignee to the same extent as Customer, to the
extent that the assignee is exercising any right under this
Agreement, (iii) in addition to any rights conferred on the
assignee, and Customer shall be treated as having placed the
order and paid for purchases for purposes of all rights and
benefits available to Customer under this Agreement.
19.4 Motorola retains the right to subcontract, in whole or in
part, any effort required to fulfill its obligations under
this Agreement, provided Motorola shall remain liable for
performance hereunder.
19.5 Motorola reserves the right to assign the obligations of
rendering the Implementation Services, Training, and the
Operation and Maintenance Service to one of its wholly owned
subsidiaries. In the event the assignment of the obligations
of rendering the Implementation Services, Training, and the
Operation and Maintenance Service is made to any other third
party, a prior approval from Customer will be required, which
will not be unreasonably withheld or delayed.
19.6 Customer understands and agrees that notwithstanding the
assignment of the rights and obligations to an AOE, including
payment for Equipment and/or Services, Customer remains liable
for performance hereunder. Motorola accepts the assignment to
an AOE under the terms of Exhibit I, and Motorola remains
liable for the obligations under this Agreement.
20.0 GOVERNMENT COMPLIANCE
This Agreement is a commercial contract and is governed by the terms
and conditions negotiated by the parties contained herein. Customer
represents and warrants that: (i) it is not a governmental entity; (ii)
it is not owned in whole or in part, directly or indirectly, by any
governmental entity;; and (iii) there is no other basis on which any
regulations, decrees or laws applicable to sales to a governmental
entity could be deemed applicable to this Agreement. The term
"governmental entity," as used herein, shall include agencies and
instrumentalities of U.S. federal, state and local governments as well
as of governments outside of the U.S.
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In the event the Customer elects to sell Motorola products or services
to any U.S. federal, state or local government agency, to any
government entity outside the U.S., or to a prime contractor selling to
any such government entity, Customer does so solely at its own option
and risk, and agrees not to obligate Motorola as a subcontractor or
otherwise, to the government entity. Customer remains solely and
exclusively responsible for compliance with all statutes and
regulations governing sales to the U.S. federal, state, local or
foreign government agency. Motorola makes no representations,
certifications or warranties whatsoever with respect to the ability of
its goods, services or prices to satisfy any such statutes, regulations
or clauses.
In the event the purchases contemplated under this Agreement are
financed using any funds obtained from OPIC or Eximbank, Motorola
reserves the right to determine, on a case by case basis, whether
representations and other governmental requirements can be provided to
Customer or the aforementioned governmental entities.
21.0 GOVERNING LAW
The validity, performance, and all matters relating to the effect of
this Agreement and any amendment hereto shall be governed by the laws
of State of New York without regard to its conflicts of laws
provisions.
22.0 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency
shall be resolved by giving precedence in the following order:
22.1 This Agreement and duly executed amendments thereto, with the
latest amendment precedence over earlier amendments;
22.2 The Price Book, as may be amended from time to time by
Motorola;
22.3 Purchase Orders and duly executed Change Orders thereto, with
the latest Change Order taking precedence over earlier Change
Orders;
22.4 Exhibit "F" and all duly executed Amendments to Exhibit "F";
22.5 All other Exhibits in alphabetical order and all duly executed
Amendments or Change Orders to said Exhibits.
23.0 NOTICE
23.1 Notices required to be given by one party to another shall be
deemed properly given if reduced to writing and personally
delivered or transmitted by recognized express mail to the
address below, postage prepaid, or by facsimile with a
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confirmation of transmission printed by sender's facsimile
machine, and shall be effective upon receipt.
23.1.1 Motorola shall send notices as follows:
Tricom Latinoamerica, S.A.
Campbell Corporate Services Limited
The Bank of Nova Scotia Building, P.O. Box 268
George Town, Grand Cayman
Cayman Islands
Attention: Mr. Marcos J. Troncoso
With a copy to:
Tricom, S.A.
Av. Lope de Vega No. 95
Santo Domingo, Dominican Republic
Attention: Mr. Marcos J. Troncoso
Fax: (809) 476-670
e-mail: mtroncoso@tricom.com.do
And to:
Tricom, S.A.
Av. Lope de Vega No. 95
Santo Domingo, Dominican Republic
Attention: Legal Department
Fax: (809) 476-4412
e-mail: mvelazquez@tricom.com.do
23.1.2 Customer shall send notices as follows:
Motorola, Inc.
Network Solutions Sector
Customer Solutions Group
Attention: Vice President, LACR
Fax #: 954-489-2030
e-mail: c17736@email.mot.com
With a copy to:
Motorola, Inc.
Network Solutions Sector
Customer Commercial Relations
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Attention: Regional Commercial Director
Fax #: 847-435-6290
e-mail: lgamboa1@email.mot.com
23.2 Either party may change the addresses for giving notice from
time to time by writen instructions to the other of such
change of address.
24.0 SURVIVAL OF PROVISIONS
The parties agree that the Sections 8.0, 11.0, 12.0, 15.0, 18.0, 21.0,
23.0, 29.0, 32.0 and any other provision where the context of such
provision indicates an intent that it shall survive the term of this
Agreement, it shall survive.
25.0 WAIVER AND HEADINGS
Failure or delay on the part of Motorola or Customer to exercise any
right, power, or privilege hereunder shall not operate as a waiver.
Section and paragraph headings used in this Agreement are for
convenience only and are not to be used to construe the provisions of
this Agreement.
26.0 AUTHORITY
Each party hereto represents and warrants that:
26.1 It has obtained all necessary approvals, consents and
authorizations of third parties and governmental authorities
to enter into this Agreement and has obtained or will obtain
all necessary approvals, consents and authorizations of third
parties and governmental authorities to perform and carry out
its obligations hereunder;
26.2 The persons executing this Agreement on its behalf have
express authority to do so, and, in so doing, to bind the
party thereto;
26.3 The execution, delivery, and performance of this Agreement
does not violate any provision of any bylaw, charter,
regulation, or any other governing authority of the party;
and;
26.4 The execution, delivery, and performance of this Agreement has
been duly authorized by all necessary partnership or corporate
action and this Agreement is a valid and binding obligation of
such party, enforceable in accordance with its terms.
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27.0 INCORPORATION OF EXHIBITS
The Exhibits described in the Exhibit List are specifically
incorporated by reference into this Agreement as if fully set forth
herein.
28.0 RE-EXPORTATION OF TECHNICAL DATA OR PRODUCTS
Customer understands that all equipment, proprietary data, know-how,
software, or other data or information obtained by Customer from
Motorola is considered to be United States technology and is licensed
for export and re-export by the United States Government. Customer
therefore agrees that it will not, without the prior written consent of
Motorola and the Office of Export Control, United States Department of
Commerce, Washington, DC 20230, USA, knowingly export, re-export, or
cause to be exported or re-exported, either directly or indirectly, any
such equipment, proprietary data, know-how, software, or other data or
information, or any direct or indirect product thereof, to any
destination prohibited or restricted under United States law. Customer
understands that the list of prohibited or restricted destinations may
be amended from time to time by the United States Department of
Commerce and that all such amendments shall be applicable to this
Agreement.
29.0 DISPUTES, DISPUTE RESOLUTION AND ARBITRATION
Motorola and Customer will attempt to settle any claim or controversy
arising out of this Agreement through consultation and negotiation in
good faith and a spirit of mutual cooperation. If those attempts fail,
then, except for disputes related to alleged patent, copyright, or
trademark infringement, the dispute will be mediated by a mutually
acceptable mediator to be chosen by Motorola and Customer within thirty
(30) days after written notice by the other demanding mediation.
Neither party may unreasonably withhold consent to the selection of a
mediator, and Motorola and Customer will share the costs of the
mediation equally. Venue for mediation shall be the United States of
America. By mutual agreement, however, the parties may postpone
mediation until they have each completed some specified but limited
discovery about the dispute. The parties may also agree to replace
mediation with some other form of alternative dispute resolution (ADR),
such as neutral fact-finding or a mini-trial.
Any dispute which the parties cannot resolve through negotiation,
mediation, or other form of ADR within four (4) months of the date of
the initial demand for it may then be submitted to arbitration as
described below. The use of any ADR procedures will not be construed
under the doctrines of latches, waiver, or estoppel to affect adversely
the rights of either party. And nothing in this section will prevent
either party from resorting to arbitration if good faith efforts to
resolve the dispute under these procedures have been unsuccessful or,
in any case of alleged patent, copyright, trademark or any other
intellectual property right infringement or alleged confidentiality
violation, interim relief
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from a court is necessary to prevent serious and irreparable injury to
one party or to others.
Except as otherwise described above, and for disputes pertaining to a
party's intellectual property, any dispute arising out of or in
connection with this Agreement shall be submitted for arbitration in
Miami, Florida, USA to be conducted by the American Arbitration
Association in accordance with its substantive and procedural rules.
All such proceedings shall be conducted in English and a daily
transcript shall be prepared in English. In the event that a dispute
arises between Motorola and Customer, three arbitrators shall be
selected as follows: one shall be selected by Customer, one by
Motorola, and the third by the other two selected arbitrator, which
third arbitrator shall concurrently serve as chairman of the
arbitration panel; provided, that if either Motorola or Customer does
not select an arbitrator, then the arbitrator selected by the other
party may select the remaining two arbitrators. All of the arbitrators
shall be fluent in the English and Spanish languages. The English
language text of this Agreement shall be used in any arbitration
proceedings commenced pursuant to this Section. Arbitration awards
shall be final and binding on the parties hereto. The costs of
arbitration shall be reasonably determined by the arbitration panel.
Any award of the arbitrators shall be enforceable by any court having
jurisdiction over the party against which the award has been rendered,
or wherever assets of the party against which the award has been
rendered can be located.
30.0 LANGUAGE
The definitive text of this Agreement and its Exhibits shall be in
English and all communications between the parties in the course of the
present Agreement shall be made in English.
31.0 SEVERABILITY
In the event that any one or more of the provisions contained in the
Agreement or in any of the Exhibits hereto should be determined to be
invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired. The parties shall endeavor in good
faith to replace any invalid, illegal, or unenforceable provision with
a valid provision, the economic effect of which comes as close as
possible to that of the invalid, illegal, or unenforceable provision.
32.0 ENTIRE AGREEMENT
This Agreement and the Exhibits hereto constitute the entire
understanding between the parties concerning the subject matter hereof
and supersede all prior discussions, agreements, and representations,
whether oral or written, and whether or not executed by Motorola and
Customer.
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No modification, Amendment, Change Order, or other change may be made
to this Agreement or any Exhibit unless reduced to writing and executed
by authorized representatives of both parties.
The terms and conditions of this Agreement shall prevail
notwithstanding any variance with the terms and conditions of any order
submitted by Customer following execution of this Agreement. In no
event shall the preprinted terms and conditions found on any Customer
purchase order, acknowledgment, a Change Order, or other form be
considered an Amendment, or modification of this Agreement, even if
such documents are signed by representatives of both parties. Such
preprinted terms and conditions shall be null and void and of no force
and effect.
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33.0 COUNTERPARTS AND FACSIMILE SIGNATURES
Facsimile signatures shall be treated as originals and this Agreement
may be executed in multiple counterparts, each of which shall be deemed
an original and all of which taken together shall constitute one and
the same instrument.
34.0 COMMENCEMENT OF WORK
Motorola's obligations to commence work hereunder shall begin upon the
date which Customer satisfies the requirements of Section 7.2.1. All
time periods for completion of Motorola's obligations shall commence on
such date.
This Agreement is effective as of the 31 day of July, 2000 ("Effective Date").
MOTOROLA, INC. TRICOM LATINOAMERICA, S.A.
/s/ Jose Figueroa /s/ Marcus J. Troncoso
- ------------------------------------- --------------------------------------
Signature Signature
Jose Figueroa Marcus J. Troncoso
- ------------------------------------- --------------------------------------
Printed/Typed Name Printed/Typed Name
Vice President and General Manager Secretary and Director
- ------------------------------------- --------------------------------------
Title Title
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EXHIBIT LIST
EXHIBIT "A" INITIAL SYSTEM'S FIRM QUOTE FOR EACH COUNTRY IN THE AREA.
PLEASE REFER TO INITIAL SYSTEM'S FIRM QUOTE DEFINITION.
EXHIBIT "B" TECHNICAL OVERVIEW: NOTES ON THE IDEN SYSTEM [THE CURRENT
VERSION IS MAINTAINED ON THE IDEN WEB SITE. A HARD COPY OF
VERSION 68P81095E55-D, DATED MAY __, 1999 IS ATTACHED.]
EXHIBIT "C" SYSTEM PERFORMANCE CRITERIA AND ACCEPTANCE TEST PLAN
EXHIBIT "D" IMPLEMENTATION ENGINEERING, SITE PREPARATION, INSTALLATION AND
INTEGRATION
EXHIBIT "E-1" SYSTEM HARDWARE MAINTENANCE
EXHIBIT "E-2" SOFTWARE SYSTEM MAINTENANCE
EXHIBIT "F" SOFTWARE LICENSE
EXHIBIT "G" TRAINING
EXHIBIT "H" DOCUMENTATION
EXHIBIT "I" ADDITIONAL OPERATING ENTITY
EXHIBIT "J" EBTS VOLUME PRICING SCHEDULE
EXHIBIT "K" SUPPLIER'S BATTERY WARRANTY
EXHIBIT "L" Requests for Quotation
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EXHIBIT "A"
TO THE iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM
[4 pages. Confidential portion omitted and filed separately with the
Securities and Exchange Commission pursuant to an application for
confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.]
<Page>
EXHIBIT "B"
TO THE iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM
iDEN GENERIC SYSTEM DESCRIPTION
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"B" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
INTRODUCTION/OVERVIEW:
The technical overview of the System is organized into three major
topic areas:
1. Section 1.0 introduces the general System architecture,
features, and capabilities.
2. Section 2.0 provides a more detailed description of the Fixed
Network Equipment (FNE) and components.
3. Section 3.0 provides information regarding System quality and
reliability.
This document is a general system overview. Please refer to the
associated Section III, Pricing, for specific features and their
associated prices.
1. GENERAL OVERVIEW
The following is an overview of the System and an introduction to the
System architecture. In this section, the general System architecture
and features are described without regard to any specific
implementation. FIGURE 1-1 MOTOROLA iDEN PRODUCT OFFERING shows an
overview of the Motorola iDEN product offering.
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1.1 iDEN SYSTEM TECHNOLOGY
Motorola's Integrated Dispatch Enhanced Network (iDEN) System is the
second generation, fully digital, integrated radio-telephone and
dispatch system in the trunked SMR land mobile spectrum and contains
the following features:
o Dispatch Communications Features
- Private Call
- Group Call
- Automatic Queuing and Callback
- Recent User Priority
- Accounting Records Collection
o Telephone Interconnect Communications Features
- Full Duplex
- Call Transfer (No Answer Transfer and Busy Transfer)
- Call Forwarding (User Defineable Conditions)
- Call Restrictions (User Defineable Conditions)
- Call Hold
- Call Waiting
- Three Party Conference Calling
- Accounting Records Collection
o Increased capacity, up to six times that of analog trunking through
digital TDMA transmission and VSELP voice compression technologies.
o Handportable Viability
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[GRAPHIC OMITTED]
FIGURE 1-1 MOTOROLA ESMR PRODUCT OFFERING
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1.1.1 LINK INTEGRITY
The System architecture incorporates several features which are
designed to maximize the integrity of the communication link.
Considerable emphasis is given to the signaling performance.
Measurements are made both by the MS unit and the base equipment. The
number and types of measured parameters include up-link and down-link
signal levels and down-link signal levels of adjacent cells. Also, a
unique feature of the use of digital communication is the use of the
signal quality coding to estimate the bit error-rate of the channel.
This measurement allows for a characterization of the impact of
co-channel and adjacent channel interference, even when signal levels
are relatively high.
1.1.2 FEATURES
1.1.2.1 MS SERVICES
Several categories of tele-services are available, including basic
speech (duplex telephone interconnect and half-duplex dispatch), short
message service (i.e., paging like service), facsimile, and modem port.
Non-transparent transmission is used with the inherent RF channel error
correction. Data rates of 1200, 2400 and 4800 bits per second are
provided. This error detection/re-transmission scheme provides for much
reduced net error rates but with a non-deterministic throughput rate
dependent on the radio channel quality.
In addition to provisions for voice communication, the System's mobile
units provide a data port interface to connect standard data terminal
equipment. A data IWF (Interworking Function) located at the MSC
(Mobile Switching Center) allows inter-working with the analog-oriented
PSTN (Public Switched Telephone Network). The IWF connects data from
the mobile through a modem and converts the modem audio into PCM format
for connection to a PSTN digital trunk. The call set-up message from
the MS includes a bearer capability information element to indicate
which type of data call is being set-up.
1.1.3 SECURITY FEATURES
Security features of the System protect both users and operators
against vulnerability of the over-the-air interface. This protects
against the misuse of valuable resources.
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1.1.4 INCREASED CAPACITY
1.1.4.1 USE OF ADVANCED MODULATION TECHNIQUES AND GEOGRAPHIC REUSE
The System provides for increased MS unit capacity. Research in
modulation technology for land mobile radio has resulted in a practical
digital modulation technique, which, when combined with TDMA and a
digital speech coding method, can convey 6 voice/data channels in a
single 25 kHz RF channel at 800 MHz (except for time slots reserved for
control purposes). Optionally, time slots can be combined in offset
pairs to support a higher vocoder rate in interconnect mode. The
digital speech subsystem consists of VSELP speech encoding technique
coupled with a channel error control method. A modified speech coding
modulation subsystem has been incorporated in the System to fit within
the FCC Part 90, 25 kHz bandwidth limitation.
1.1.4.2 HANDPORTABLE VIABILITY
Several considerations have been given by the System architects to
improve the viability of handportables. Most of these relate to
reducing the power consumption of the handportable. Among these key
provisions are:
o Active Power Control
o Discontinuous Transmit
1.1.5 SYSTEM DESCRIPTION
The System will support:
o Network Architecture and Interfaces
o Dispatch Services
o Security Features
o Speech Coding
o Channel Coding
o Radio Channel Structure
o Traffic and Control Channels
o Radio Channel Modulation
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o MS Power Control
o Discontinuous Transmit is supported for both interconnect and
dispatch MS units.
o Discontinuous Receive is supported for interconnect only MS units due
to the short response time requirement placed upon dispatch MS units.
o Signal Level/Quality Measurement
The following discussion highlights and describes some of these
differences.
1.1.5.1 FUNCTIONAL NETWORK ARCHITECTURE AND PRINCIPAL INTERFACES
The nominal public land mobile network embodied by the System consists
of mobile and portable subscribers in communication with an
infrastructure consisting of a multiplicity of base station Sites
controlled by a MSO (Mobile Switching Office). From the MS unit's point
of view, the System can be thought of as an extension of the modern
PSTN with standard signaling from the base station systems through the
MSO to the PSTN.
The System, distinct from the PSTN, is capable of unique network
functions owing to the special mobile services offered including:
o Basic service provision, telephone interconnect and dispatch
o Call handling:
- queuing (dispatch only)
- off air phone number entry
- security related services
- DTMF capability
o MS authentication
o Supplementary services
o Interconnect operations support:
- location registration
- handover
o Network management
Special call processing functions unique to the System are provided
including:
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o Authentication
o Dispatch call processing
o Short message service (Message-Mail(TM))
o Traffic channel assignment
o MS paging (for call set-up)
o Power control
o MS timing advance
o Discontinuous transmit and receive
o Call processing procedures include:
- location updating
- call origination; MS unit/network
- call clearing; MS unit/network
o Handover; inter-cell and intra-cell
FIGURE 1-2 SYSTEM NETWORK ENTITIES AND INTERFACES shows the System
network elements and their interfaces to one another.
7
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[GRAPHIC OMITTED]
FIGURE 1-2 SYSTEM NETWORK ENTITIES AND INTERFACES
8
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1.1.6 SYSTEM NETWORK ENTITIES
The System network entities are:
MS (MOBILE STATION)
The radio equipment and man-machine interface that a subscriber needs
to access System services.
EBTS (ENHANCED BASE TRANSCEIVER SYSTEM)
The set of radio transceivers, controlling equipment, and antennas
which are located at the base Sites to provide radio coverage in a
specific geographic area. The EBTS serves one or more sectors in a cell
and supports multiple RF frequencies if so equipped.
BSC (BASE STATION CONTROLLER)
The intermediate controlling element between the EBTS and the MSC. The
BSC provides control and concentration functions for one or more cells
and their associated MSs.
MSO (MOBILE SWITCHING OFFICE)
The telephone and dispatch switching office for mobile originated or
terminated traffic.
MSC (MOBILE SWITCHING CENTER)
Provides call and signaling control at the MSO Site. The MSC can be
integrated with the HLR, or stand-alone. The MSC provides the interface
from the iDEN system to the PSTN for calls terminating or originating
outside of the iDEN System.
HLR (HOME LOCATION REGISTER)
The database oriented processing network entity that contains the
master database of the subscribers to the System. The HLR can be
integrated with the MSC. The AUC (Authentication Center) is integrated
with the HLR.
VLR (VISITED LOCATION REGISTER)
The database oriented processing network entity that temporarily
contains information for subscribers roaming in a given location area.
The VLR is integrated with the MSC Switch.
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OMC (OPERATIONS AND MAINTENANCE CENTER)
A central network entity that controls and monitors the DAP, EBTS and
BSC/XCDR. Other network entities such as the MSC and HLR may be
accessed remotely through a terminal emulation connection.
DAP (DISPATCH APPLICATIONS PROCESSOR)
The processing entity for dispatch call functions. This processor
controls the assignment and routing of dispatch call services.
MPS (METRO PACKET SWITCH)
The packet switching engine for dispatch call functions. The MPS
provides voice and control packet switching and distribution between
the cell Sites in response to routes set-up by the DAP for the support
of dispatch call services.
XCDR (SPEECH TRANSCODER)
The digital signal processing equipment (component of the BSC) required
to perform speech encoding and decoding. The speech transcoder converts
the 64 K bit/s PCM in the land network to the compressed vocoder format
used on the air interface.
IWF (INTERWORKING FUNCTION) AND MODEMS
The IWF performs the data rate adaptation between the iDEN System and
the PSTN. The IWF provides the mobile subscribers access to a modem
pool for data transmission so that communication with a PSTN-based
modem is possible.
SMS (SHORT MESSAGE SERVICE)
The Message Mail(TM) Short Message Service provides the user with the
ability to transmit alphanumeric messages visible on the MS units
display.
DCS (DIGITAL CROSSCONNECT SYSTEM)
The DCS may be optionally required depending upon the customers network
configuration, for the System network interfaces listed below. The DCS
provides filling and grooming functions that allow configurable
bandwidth management of backbone transports, thus eliminating
stand-alone multiplexers and manual cross-connects. Control of direct
DSO/timeslot connectivity must be capable under software control for
the interfaces between the:
o MSO and RSOs (Remote Switching Office)
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o RSO to RSO for dispatch voice traffic
o RSO and its associated EBTS Sites
During the final design stage, Motorola will work with Customer to
provide the required information for Customer to determine the
configuration, sizing, and quantity of DCS needed to support the System
transport interface requirements. Figure 1.2 shows a basic generic DCS
configuration. DCS equipment is not supplied unless included in Section
III, Pricing.
The following sections provide a more detailed description of the key
System network elements:
1.1.6.1 MS (MOBILE STATION)
The MS includes the radio equipment and man-machine interface that a
Subscriber needs to access the services provided by the iDEN system. A
dispatcher position is typically configured as a fixed MS and referred
to as a DS (Dispatch Station). MSs can be installed in vehicles or be
portable or hand held stations. The MS includes provisions for data
communication as well as voice.
Each MS is identified by a unique mobile IMEI (International Mobile
Equipment Identifier) which is permanently stored in the mobile unit.
Upon request, the MS sends this number over the signaling channel to
the MSC. Security functions are provided through authentication. Refer
to sections 1.2.2 and 1.1.6.3 for a description of authentication
during Telephone Interconnect call set-up.
The authentication process is similar for both telephone interconnect
and dispatch operation. The MSC processes the authentication activity
for both operations. Hence, a change in an MS's telephone location area
automatically triggers the re-authentication process. For Telephone
Interconnect: authentication takes place when a MS powers on, initiates
a call, or when it travels from one telephone location area to another
telephone location area. For Dispatch: authentication takes place when
an MS powers on or when it moves from one dispatch location area to
another.
Just as the IMEI identifies the mobile EQUIPMENT, other numbers are
used to identify the MS unit's other characteristics. Different MS unit
identities are used in different phases of call setup. The MS unit's
telephone number (MS-ISDN) is the number a calling party dials to reach
the MS unit. It is used by the land network to route calls toward an
appropriate MSC. The MS unit's identity is the International Mobile
Subscriber Identity IMSI (International Mobile Subscriber Identity)
which is the primary identity of the MS unit within the mobile network
and is permanently assigned to it. The System can also assign a
Temporary Mobile Station Identity (TMSI) number. This number can be
periodically changed by the System and protects the MS unit from being
identified by someone attempting to monitor the radio channel.
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1.1.6.2 MSC (MOBILE SWITCHING CENTER)
The MSC provides an interface between the PSTN and mobile network. The
MSC is the telephone switching office for mobile originated or
terminated traffic. Each MSC provides service to mobiles located within
a certain geographic coverage area, and the network can contain more
than one MSC. The MSC provides interfaces to the PSTN, and also
interfaces to the terrestrial circuits from the transcoders.
The MSC controls the call setup and routing procedures in a manner
similar to the functions of a land network end office. On the land
network side, the MSC performs call signaling functions. Other types of
land network interfaces can also be provided as options. Other call
control functions include number translations and routing, matrix path
control, and allocation of outgoing trunks. The MSC collects call
billing data, formats the call records, and sends them magnetic tape
and/or an optional billing center. The MSC also collects traffic
statistics for performance management purposes.
In addition to call control functions typical of a land network switch,
the MSC performs other functions unique to the mobile environment. The
MSC also supports the security procedures used to control access to the
radio channels. These procedures include validating the identity of the
mobile station.
In addition to the call setup procedures, the MSC also controls the
location registration and handover procedures. Location registration
(and location update) allows mobiles to report changes in their
locations enabling automatic completion of mobile terminated calls. The
handover procedure preserves call connections as mobiles move from one
radio coverage area to another during an established call. Handovers
within and between cells controlled by a single BSC are controlled by
that BSC. When handovers are between cells controlled by different
BSCs, the primary control is at the MSC.
The Motorola MSC uses Northern Telecom's DMS-MSC(TM) Switch for
telephone interconnect services. The MSC Switch is based on Northern
Telecom's DMS supernode family of switching products.
1.1.6.3 HLR (HOME LOCATION REGISTER)
The System requires Location Register (LR) network entities. These
entities are the HLRs and VLRs. The LRs are database oriented
processing nodes which address the needs of managing MS unit data and
keeping track of a mobile station's location as it moves through the
network.
The HLR is the reference database for MS unit interconnect parameters.
Various identification numbers and addresses are stored as well as
authentication parameters, services subscribed, special routing
information, MS unit status, and associated VLR.
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The HLR contains the master database of the subscribers to the System.
This data is remotely accessed by the MSCs and VLRs in the network. The
System may include more than one HLR, in which case each HLR contains a
portion of the total MS unit database. The MS unit data may be accessed
by either the IMSI or the MS-ISDN. The data can also be referenced by
an MSC or a VLR in another iDEN system to allow inter-system roaming.
The data stored in the HLR indicates which basic and supplementary
interconnect services a given MS unit is allowed to use. This data is
changed only when new subscribers are added or deleted, or the specific
services they subscribe to are changed. The HLR data also includes
temporary information related to supplementary services such as the
current call forwarding number.
A MS unit's HLR entry also includes the address of its current VLR.
This information, in connection with the VLR data explained below,
allows completion of calls to roaming subscribers.
The HLR function also includes the Authentication Center (AUC). The AUC
generates and stores the parameters necessary to authenticate a MS
unit's identity.
1.1.6.4 VLR (VISITED LOCATION REGISTER)
The VLR contains a copy of most of the data stored at the HLR, but this
is a temporary entry which exists only as long as a particular MS unit
is known to be operating within the area controlled by the VLR. The VLR
data base contains some duplicated HLR data as well as more precise
location information and status.
Cells in the System are grouped into geographic areas and each is
assigned at least one Location Area Identity (LAI). Each VLR controls a
certain set of LAIs. When a mobile MS unit roams from one LAI to
another, its current location is automatically updated in its VLR
entry. If the old and new LAIs are under control of two different VLRs,
the entry on the old VLR is deleted and a new entry is created at the
new VLR by copying the basic data from the HLR entry. The MS unit's
current VLR address, stored at the HLR, is also updated. This provides
the information necessary to complete calls to roaming subscribers. The
VLR also controls the assignment of Mobile Station Roaming Number
(MSRN). The call is then forwarded using the MSRN as the called
address. The MSRN causes the call to be routed to the MSC which
controls the base stations in the LA (Location Area) where the MS unit
is currently located.
The VLR also allocates handover numbers for use in inter-MSC handovers.
These handovers require the call to be dynamically re-routed from the
source MSC to the target MSC. The handover number functions similarly
to an MSRN in that it allows the required voice trunk connection to be
set up by routing through the existing land network. Signaling for
inter-MSC handover requires dedicated CCS/C7(CCITT) or CCS/SS7(ANSI)
links between MSCs.
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The VLR also controls allocation of new TMSI numbers. A MS unit's TMSI
may be periodically changed to secure the MS unit's identity. TMSIs are
changed whenever an MS does a location update.
The database in the VLR can be accessed by TMSI, IMSI, or MSRN.
1.1.6.5 OMC (OPERATIONS AND MAINTENANCE CENTER)
The OMC provides a central point from which to control and monitor the
DAP, EBTS and BSC/XCDR. The MSC and HLR may be accessible via a
terminal emulation window. The OMC is connected to the DAP, EBTS and
BSC/XCDR via an X.25 packet network.
The OMC provides alarm handling functions to report and log alarms
generated by the other network entities.
The fault management functions of the OMC allow network devices to be
manually or automatically removed from or restored to service. The
status of network devices can be checked from the OMC, and tests and
diagnostics on various devices can be invoked.
The performance management functions include collecting traffic
statistics from the iDEN RF network entities (BSC, DAP, EBTS) and
archiving them in disk files or displaying them for analysis.
The OMC provides System change control for the various versions of the
software and configuration databases in the network entities. Software
loads can be downloaded from the OMC to other network entities by the
OMC. The OMC keeps track of which network entities are running which
versions of software. Software upgrades can be coordinated from the
OMC.
The System configuration data bases of the other network entities can
also be downloaded from the OMC. These databases change as the physical
configuration of the network expands to accommodate growth. By using
either network management procedures to manipulate defined managed
objects or by using a remote man-machine interface when objects are not
defined, the data bases on other entities can be changed from the OMC.
The OMC can also perform consistency checks on data bases in the other
entities.
1.1.6.6 BILLING CENTER (PART OF CUSTOMER PROVIDED ADMINISTRATIVE DATA
CENTER (ADC))
The billing center is a system that must be provided by Customer which
collects the billing data from the iDEN network entities and applies
the billing data to subscribers' accounts. Tapes are used to transfer
billing records from the MSC, SMS-SC, and the DAP to the Billing
Center.
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1.1.7 INTERFACES USAGE
For interfaces between the MSC and the PSTN, the MSC is capable of
interfacing to the local Central Office (CO) of the PSTN in MF (Multi
Frequency) in-band signaling. The actual interface will depend on the
capability of the local CO at the time the System is deployed.
Inter-MSC handovers require dedicated CCS/C7(CCITT) circuits between
the two MSCs involved. Details on signaling must be provided by the
customer. Unique requirements may cause the need for additional
equipment and services.
1.1.8 BASE RADIO ARCHITECTURE AND OPERATION
Various configurations of base stations are available to adapt to
different radio network design requirements. The MSC communicates and
passes traffic to the XCDR and BSC which provide the opportunity for
remote switching, distributed control, and traffic concentration. The
introduction of the BSC is a key architectural feature of the System
for providing wide area coverage capability.
The interface between the MSC and the BSC is based on CCS/C7 (CCITT)
(A-Interface). At the application levels, the System uses a special set
of messages, unique to mobile application such as handover control
signaling.
The principal functions of the BSC include managing the radio channels
and transferring signaling information to and from MSs for interconnect
traffic. Many types of call handling signaling do not directly affect
the BSC because the BSC merely serves as a relay point between a MS and
the MSC.
The BSC also includes a digital switching matrix. No fixed circuit
relationship between the radio channels at the BSC/EBTS and the
terrestrial circuits which connect the BSC/EBTS to the MSC exist. While
the EBTS selects the radio channel, the terrestrial circuits are
selected by the MSC. The switching matrix in the BSC is then used to
connect the two together. The switching matrix also allows the BSC to
perform most cell interconnect handovers without involving the MSC.
1.1.9 PROPERTIES OF THE RADIO INTERFACE
The following provides some key radio related technical characteristics
of the System.
1.1.9.1 FREQUENCY BAND
The assigned frequencies between 806-821 MHz are for base receive and
between 851-866 MHz for base transmit. Carriers are spaced every 25 kHz
in 45 MHz channel pairs. Channels offset by 12.5 kHz are supported.
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1.1.9.2 RADIO CHANNEL ACCESS METHOD
The channel transmission used for the System is time division
multiplex. This physical channel supports a variety of logical
signaling and traffic channels. Three or six traffic channels can be
multiplexed onto a single radio carrier. The speech coder is called
Vector Sum Excited Linear Prediction (VSELP) coding which incorporates
a long term predictor. In addition, there are numerous types of logical
control channels tailored to specific purposes. These include
broadcast, multiple access, and dedicated channels (both stand alone
and or associated with user traffic). Logical control channels are
sub-multiplexed with each other and with other traffic channels in a
multiple tier frame structure over the radio path.
1.1.9.3 PHYSICAL RADIO CHANNEL
The gross radio channel bit rate used in the System is 64 Kbits. The
selected modulation is M16QAM. This technique, which is linear,
provides for a highly desirable combination of modulation efficiency,
sensitivity, acceptable C/I trade-offs, and low adjacent channel
interference.
For the typical environments experienced, the symbol duration is
sufficiently long that no sophisticated equalization techniques are
required to eliminate the effects of inter-symbol interference which
would otherwise cause significant reception complications. Periodic
pilot symbols embedded in every transmitted burst are used so the
receiver can synchronize and obtain an estimate of the radio channel
impulse response. Differential delays up to 24 microseconds are
accommodated.
The coding of the speech traffic information for the radio channel is
accomplished as follows. Blocks of 30 msec (6:1 iDEN) or 15 msec (3:1
iDEN) speech represented by coded samples are speech coded by the VSELP
encoder. Redundancy is added to the most important bits by means of a
trellis code.
The types of channel coding used for the radio path are optimized for
the particular traffic (aside from speech) or control signaling. For
error control over the faded radio channel, a combination of block
coding (providing error detection and correction) and trellis coding is
used.
1.1.10 RADIO SYSTEM ISSUES AND CONTROL FUNCTIONS
1.1.10.1 HANDOVER FOR TELEPHONE INTERCONNECT
Handover allows for maintaining the link quality for user connections,
minimizing interference, and managing traffic distributions. The mobile
assisted technique is accurate and fast.
Measurements which feed the handover decision algorithm are made at
both ends of the radio link. MS unit measurements are signaled to the
base where the determination for handover is ultimately made. EBTS
measurements, which are available to the handover algorithm, involve
only the uplink communication path.
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1.1.10.2 POWER CONTROL
Transmitter power control is employed for the MS. The key purpose is to
control interference, but in the case of handportables, reducing the
power serves further to extend the battery life.
1.1.10.3 DTX (DISCONTINUOUS TRANSMIT)
The System allows use of DTx of speech using a voice activity detector.
1.1.10.4 DRX (DISCONTINUOUS RECEIVE)
Discontinuous receive is a group paging technique whereby the MS is not
required to be in a continuously active receive mode to detect pages
and control signaling information. This feature is only supported when
an MS is configured as an interconnect only unit.
1.1.10.5 LOGICAL CHANNELS AND FUNCTIONAL LAYERING
The functional layering of the System is partially based on the seven
layer model for open systems interconnection suggested by the ISO. Each
layer performs a specific set of functions that are isolated and
enhances those performed by the lower layers. This philosophy
facilitates a modular approach to implementation. The functions
occurring at one layer have only limited interaction with those at
another.
Layer 1 consists of the physical channel layer and is concerned with
transmitting and receiving coded information symbols over the radio
link. Layer 1 provides for the basic TDM frame structure. Layer 2
provides for the multiplexing and de-multiplexing of the multiple and
diverse types of logical channels that are required (e.g. traffic,
signaling, synchronization, control channels, etc.). Finally, Layer 3
provides for the three major management functions - radio resource
management (paging, assignments, handover, measurement reports, etc.),
the mobility management (authorization, location updating, MS unit
attach/detach, periodic registration, identification confidentiality,
etc., and call management (control, supplementary services, DTMF, short
message data, etc.)
1.1.10.6 TIMING ADJUSTMENT
Due to the short duration of the TDMA bursts (15 msec.), a closed loop
mechanism for providing timing correction for the MS unit is provided
to minimize the guard time needed between bursts.
1.1.10.7 SYNCHRONIZATION
Synchronization is a key feature for the System. By design, all
frequencies and times are locked to a high stability reference. The
time reference is locked to a system-wide standard. The frequency
reference is provided with Site standards. MS units lock to a reference
transmitted from the base.
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1.1.11 QUALITY AND MAINTENANCE FEATURES
o Board level self diagnostics.
o A variety of alarms and indicators throughout the equipment.
o The use of self calibrating subsystems, including PA.
o Circuit designs that do not require tuning and are immune to drift
(e.g., direct digital synthesis for the modulation, etc.).
o The use of remotely and software controllable parameters, including
transmitter power.
1.2 CALL PROCESSING "INTERCONNECT"
1.2.1 GENERAL
The iDEN System allows MSs to travel freely throughout the total
service area and originate or receive interconnect calls without regard
to their current location. The System tracks each subscriber unit's
location and can route calls to it.
The subsequent sections will delineate some of the internal (not
visible to a user) steps involved in a typical interconnect call. The
specific MS services are described in subsequent sections.
1.2.2 MS UNIT TO LAND CALL
There are several variations of the call set up process. An example
follows:
An integrated interconnect/dispatch MS initiates a telephone call by
selecting a "phone mode", entering digits and pressing the "send" key.
The EBTS receives the request on a control channel and passes it to the
controlling BSC which then passes it to the MSC. The MSC marks the unit
"busy" and initiates an authentication sequence. The MSC sends a random
number to the MS and requests a result to be produced by the MS unit by
multiplying the number with its internal authentication key. The result
is then compared with the result produced by the HLR using the
authentication key assigned to the unit and stored in the MSC. The MSC
sends a call request to the PSTN which must return a "call proceeding"
indicator. The MSC assigns a terrestrial channel (i.e. trunk), and the
BSC cross-connects the terrestrial channel with a newly assigned RF
traffic channel (i.e., voice channel). Upon receiving an "alerting"
message from the PSTN, the MSC Switch sends (via BSC, EBTS, control
channel) an "alerting" message to the initiating MS. Once an answer
signal is received from the PSTN, the MSC sends a "connect" message to
the MS causing it to switch to the assigned voice channel and enter a
conversation state.
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1.2.3 LAND CALL TO MS UNIT
There are several variations of the call set up process. An example
follows: A land to MS unit call is essentially inverse to the MS unit
to land call process described in the previous section. The principal
difference is that the MSC must locate a mobile MS unit which may be
traveling through the MSC service area or has roamed away to a service
area of another MSC. This is accomplished by the MSC accessing the VLR
to determine the MS unit location and if necessary the HLR. The
location of the MS unit is only known down to a LA. The MSC, which
controls the LA, requests the BSC to distribute "pages" to all the
cells that belong to that LA. Upon receiving a "page" response, the
call proceeds similarly to the MS unit to Land call.
1.2.4 MS UNIT TO MS UNIT
This call is seen by the initiating MS unit as a MS unit to land call
and by the target MS unit as a land to MS call. The FNE can route the
call through the PSTN and would, in that case, also treat this scenario
as two calls. The call may be contained within the MSC. A provision is
made in the system such that mobile to mobile calls both inter and
intra-iDEN System, are not double-transcoded (i.e. not converted from
VSELP to PCM to VSELP). Inter-system calls must be routed via digital
links to maintain this feature.
1.2.5 SYSTEM TO SYSTEM HANDOVER
The System supports handover between cells, between LAs, and between
iDEN systems. For Inter-MSC handovers to occur, additional dedicated
trunks and MSC equipment must be purchased to connect the MSCs. The
inter-system handover is facilitated in the MSC. When it is determined
through RF metrics, that a handover is required and it is determined
that this handover is required across MSC boundaries, the current MSC
and the destination MSC begins a process of negotiating an inter-MSC
call set-up through dedicated trunks that exist between the MSCs.
The following scenario is executed to perform inter-MSC handovers:
o The current MSC (the MSC that is initially handling the call)
establishes a call set-up session with the adjacent MSC by signaling
over dedicated trunks between the MSCs.
o The destination MSC sets up a terrestrial circuit to the appropriate
EBTS which allocates a channel for the MS that requires handover.
o Trunks for speech are set-up between the switches.
o Once a stable path is set-up on the new MSC, the MS is directed to
switch to the new site's frequency, and the call continues
uninterrupted.
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o The terrestrial path to the original EBTS is broken.
The call now continues through the original PSTN circuit to the
original MSC and through a dedicated trunk to the new MSC.
1.2.6 DISCONNECT
Upon receiving a call disconnect message from either a mobile or land
subscriber unit, the MSC records the disconnect time in the call
record, in addition to the previously recorded answer time, and
initiates a disconnect sequence to release the utilized resources
(e.g., voice channel, trunks). The call record which contains pertinent
information such as called number, call time and duration is saved in a
data base to be used for billing purposes.
1.3 CALL PROCESSING "DISPATCH"
1.3.1 GENERAL
The System allows a MS to travel freely throughout the total service
area and originate or receive dispatch calls without regard to its
current location. The System tracks the unit's location.
The System allows MSs to make calls directed to a single MS unit radio
or calls directed to a group of members. In a multi-cell System a
single time slot will be used in any omni-cell or sector-cell for a
call whether there are one or several members of the group in that
sector-cell. Initially no channel will be used in a cell or sector-cell
unless there are members of the group called present.
The subsequent sections will delineate some of the internal (not
visible to a user) steps involved in a typical dispatch call.
1.3.2 LOCATION AREAS (LA)
A LA is defined by the location area ID (LAI). A LAI determines which
sector-cells are part of the LA. A sector-cell declares to the
monitoring MS units that it is a member of a LA by broadcasting its
support of the indicated LAI. A given sector-cell will generally belong
to multiple LAs, and, therefore, it will broadcast support of multiple
LAIs. A MS registers on a given sector-cell with a LA. The result is
that the MS radio may move freely among the sector-cells supporting the
LAI with which it registered without the need of a new registration.
The Location Area update procedure of a DS is the same as that of a MS.
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1.3.3 MS TO DS CALLS
An MS unit may contact its base (generally a dispatcher) via a private
call.
To place a private call to the dispatcher, the MS first selects the
Private Call radio mode. If the initiating MS unit radio is capable of
targeting different MSs, the MS unit then selects the base as the
desired target. The MS unit then initiates the call processing by
pressing the PTT. The MS unit radio sends the request to the DAP for
processing via the control channel. The DAP equipment then validates
the requester, the request, and the target. After validation, the DAP
locates the target unit and reserves a channel for the initiator and
target (queue and callback if required). If the initiator and target
happen to be on the same sector-cell, only one channel is reserved.
When the necessary resources are available, the call is granted and the
initiator's audio would be passed to the DS. After the initiator
releases the PTT, the call is held for the call hang time period in
anticipation of a response. Within the hang time, a response from the
DS or further transmission request from the initiating MS unit is
granted using the same resources. The expiration of the call hang time
following the last transmission then triggers the call tear down
procedure. The call hang timer is reset by each new transmission.
1.3.4 DS TO MS CALLS
The procedure for a DS unit to reach another MS unit individually is
similar to that set forth in the previous section. However, the DS is
able to select from more than one potential target. Therefore, the
target selection step is not optional. The process of locating the
target MS in this case is the same as that described above in section
1.1.3.3.
1.3.5 MS TO MS CALLS
This scenario is a duplication of the previous base to MS unit
scenario.
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1.3.6 GROUP CALLS
If authorized, either a DS or MS may place a call to its group.
Assuming the MS radio is in its default operating mode of group call,
the initiating MS starts the call simply by pressing the PTT. The
request will be forwarded to the DAP for processing. The DAP will then
send a location request to each mobile/portable MS radio which is a
member of the target MS group (including the initiator and the assigned
fixed location DS unit). The location requests are targeted to the
respective LA. If there happens to be more than one MS unit registered
to a given LA, only one location request is sent to that LA. Further,
since a sector-cell generally belongs to more than one location area,
only one request is sent to each sector-cell. For reliable delivery, a
request is repeated on the RF channel several times. Upon reception of
the request the targeted MSs would return a location response. The DAP
delays the processing of the call for a short period to allow for these
location responses. The DAP then allocates channel resources, queuing
with Call Back if necessary. When the channel resources for the
initiator and at least one target become available, the DAP continues
the call processing by granting the channels and setting the audio
route from the initiator to those members of the group that have
resources. After PTT release, the DAP maintains the channel for the
duration of the call hang time. A request within that time by any one
of the group members will cause the DAP to adjust the audio routing for
the new transmission. The expiration of the call hang timer then
triggers the call disconnect procedures.
1.4 INTERCONNECT CALL HANDOVER AND DISPATCH CALL RECONNECT
1.4.1 INTERCONNECT CALL HANDOVER
During an interconnect call, there is continuous monitoring of the RF
link quality in order to determine the need and possible target Sites
for handover. Handover is directed by the MSC or BSC, but with the aid
of measurements made by the MS. The MS periodically reports these
measurements to the EBTS.
Prior to being involved in a call, the MS determines the frequencies
being utilized in the adjacent cells. At the initiation of a call the
MS will already have quality metrics for those cells.
Once a call is established, the MS monitors the channel quality for the
assigned cell on the assigned bearer channel. In addition, the MS
monitors the quality metrics for the adjacent cells. The assigned and
best alternates are reported to the BSC. The EBTS equipment will
likewise, and on an ongoing basis, measure the uplink channel quality
of the assigned channel as well as the noise and interference levels of
potential alternative bearer channels. The BSC or MSC will determine
when and to which cell to handover the call. The handover command is
sent to the MS, which then switches to the newly assigned bearer
channel to complete the handover sequence.
MS unit assisted handover does not require the use of scanning
receivers at the base station and offers improved performance over
systems driven by scanning receivers alone.
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1.4.2 DISPATCH CALL RECONNECT
In lieu of the interconnect type of handover, call reconnection is
supported for dispatch traffic. Call reconnection is the dispatch
process which allows an MS to be automatically reconnected to an
ongoing dispatch call (i.e. group and private) after the MS switches to
a new cell (coverage area). The reconnection process is a best effort
attempt assuming that the new cell is within the coverage areas
associated with a Service Area that is part of the call.
1.5 ADVANCED MODULATION TECHNOLOGY AND FCC COMPLIANCE ISSUES
The System design utilizes digital modulation technique which, when
combined with TDMA and VSELP speech coding, conveys six (6) channels in
a single 25 kHz channel in the 800 MHz Land Mobile Band (LMB). (These
channels may be assigned to interconnect calls in pairs). As reflected
by FIGURE 1-3 FCC MASK PICTURE, the modulation technique conforms to
the digital emission mask specified in the FCC rules, Section
90.209(g). Wide band transmitter spurious emissions also meet the
specifications listed in Section 90.
Motorola has done extensive simulation to quantify the effects
interference caused to a digital iDEN by a co-channel analog SMR. It is
Motorola's recommendation that a 55 mile separation is necessary to
theoretically achieve a 19 dB advantage to a 100 watt, 200 foot iDEN
Site that is co-channel with a 500 watt, 500 foot SMR Site.
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[GRAPHIC OMITTED]
FIGURE 1-3 FCC MASK PICTURE
1.6 ID MANAGEMENT PLAN
Each MS is manufactured with a unique IMEI (International Mobile
Equipment Identity). The MS software can read the IMEI which can be
used to identify the unit uniquely over the RF to the DAP equipment.
Motorola will cooperate with other vendors to coordinate the assignment
of ranges of serial numbers to selected qualified and licensed vendors.
The MS unit will supply this serial number over the air as needed.
Other temporary IDs will be assigned subsequently for various purposes
by the MSC.
To support the authentication process, each MS unit is assigned an
authentication key which is stored only in the MS and at the
authentication center. The HLR generates a random number that is input
to an authentication algorithm along with the authentication key. The
algorithm produces a new number called the signed response. To
authenticate an MS unit, the random number is sent to the MS. The
mobile, if it is a valid one, executes the same authentication
algorithm and produces the same signed response that is sent back on
the signaling channel. Producing the same signed response from the same
random number proves the authenticity of the MS unit.
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For Telephone Interconnect: authentication takes place when an MS
powers on and initiates a call, or when it travels from one telephone
location area to another telephone location area.
For Dispatch: authentication takes place when an MS powers on or when
it moves from one dispatch location area to another.
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2. FIXED NETWORK EQUIPMENT DESCRIPTION
The System as shown in Figure 2-1 MOTOROLA iDEN PRODUCT below shows a
high-level functional block diagram of the architecture.
Note: Equipment configuration diagrams are provided as examples only.
Actual diagrams will be provided in various equipment manuals and
other documentation.
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[GRAPHIC OMITTED]
FIGURE 2-1 MOTOROLA ESMR PRODUCT
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2.1 MSC/HLR PRODUCT OVERVIEW
2.1.1 MSC/VLR
The MSC is a member of the Northern Telecom DMS switching family which
all share the same basic architecture for both hardware and software.
The DMS switching family includes local, trunk and international PSTN
exchanges.
[GRAPHIC OMITTED]
FIGURE 2-2 DMS ARCHITECTURE
2.1.1.1 DMS ARCHITECTURE:
o DMS-CORE is the central computing module of the DMS. It uses Motorola
semiconductor technology and supports up to 240M bytes of memory to
provide a powerful computing module. DMS-Core uses a duplicated
architecture with two planes running in synchronous matched, lock
step operation to provide extremely high reliability levels. The same
computing modules used for DMS-Core are replicated to provide
Application Processors and File Processors.
o DMS-BUS is a duplicated, high capacity, low delay messaging subsystem
(128 MBits/sec for 125,000 messages/second with less than 100
microsecond delay). It provides connectivity between the multiple
computing modules, the signaling interfaces, the switching matrices
and peripherals via fibre links.
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o AVAILABLE BILLING SERVER in conjunction with the layered software
architecture allows distribution of billing application software to a
file processor.
o LINK PERIPHERAL PROCESSORS (LPPS) provide a platform for support of
up to 400 signaling processors that support protocol intensive
network interfaces such as CCS/SS7(ANSI), CCS/C7(CCITT), 'A'
interface BSSMAP lower layer protocols, and Ethernet.
o The SWITCHING MATRIX within the DMS-MSC is the Enhanced Network
(ENET). This is a single stage, fully non-blocking, n x 64 KBit/s
switching fabric supporting up to 64k channels per cabinet and up to
128k channels maximum.
o DIGITAL TRUNK CONTROLLER (DTCS) are used to interface T1/E1 digital
carriers. Twenty T1 digital or 16 E1 carriers may terminate on each
DTC (480 DS0/timeslots). The DTC provides the physical termination
for the 'A' interfaces, and all voice trunking.
2.1.1.2 MSC FUNCTIONAL ARCHITECTURE
iDEN Mobile Services switching Center (MSC) supports three distinct
interfaces to the host network or other external systems. These
interfaces are:
o The 'A' INTERFACE, providing linkage to Base Site Controller's (BSCs)
for Mobile Stations' interconnect activity.
o The MOBILE APPLICATION PART (MAP) Interface, permitting mobility
information to be transferred between network level components
(Location Registers and MSCs).
o The PSTN INTERFACE, which provides connectivity to the PSTN.
Connectivity with System BSCs, MSCs, PSTN and other PLMNs is via T1/E1
interfaces connected to the DTCs. These peripherals support both the
telephony traffic and the 'A' Interface signaling channel. The
signaling channels are routed through the switching matrix to an 'A'
Interface LIU in a LPP. This signaling processor handles all of the 'A'
Interface protocol processing and communicates with DMS-Core, for
network updates and mobile call processing via the DMS-Bus. Signaling
between the MSC and other MSCs, HLRs and the PSTN for network updates
and telephony call control are via the CCS/C7 (CCITT) LIUs also located
in the LPPs.
2.1.1.3 SOFTWARE STRUCTURE
The DMS-100 family software has a highly modular structure with narrow,
well-defined interfaces among modules. The module interfaces are
designed around basic operating system functions (scheduling tasks or
store allocations), the basic call processing functions, the features
required and the hardware supported.
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Basic modules, held in a common library, can be classified into several
layers that are used to build up an office. The main layers are the
operating system, the call processing utilities, and the call
processing options. The call processing options do not provide direct
interfaces for other modules to call. They are specifically designed
with no references to them, so that they can be independently selected
as options for any given office. When loaded, they make themselves
known to the rest of the System. The term "agency" is used for these
call processing options. Typically an agency deals with a specific set
of call processing features and the terminals (lines or trunks) to
which they apply.
The modular design concept of the DMS-MSC enables hardware components
to be extended to meet future requirements. In the event of traffic
growth, the processing capability of the MSC can easily be expanded via
faster CPU and memory extensions.
Extensions can be classified as either core or peripheral interface.
Core extensions cover processor, memory and the switching network.
2.1.1.4 VLR (VISITED LOCATION REGISTER)
The VLR is implemented completely in software within its corresponding
MSC, and is currently not separable. This arrangement of having the VLR
co-resident in memory with the MSC permits very quick updates and
access to the subscriber data, thereby reducing the overall processing
load on the System, improving MSC capacity and minimizing call set-up
time.
The VLR queries other network components (VLRs and HLRs) for
information, when necessary to complete its own processing. These
queries include location updates, authentication requests, and other
events where the required data is not immediately available.
The contents of the VLR closely match those of the HLR, but include
additional information specific to the handling of the mobile
subscribers, such as TMSI's, handover numbers and feature status.
While the VLR has an appearance in the DMS table control system for
software upgrade and System recovery purposes, it is not normally
manipulated externally; additions and changes to its contents are
handled by the System itself. Certain sensitive pieces of information,
such as authentication and ciphering data, are not made visible to
ensure security of the data.
Communication between the VLR and other external network components
(HLRs and VLRs) is accomplished through the MAP (Mobile Application
Part) protocol.
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2.1.2 HOME LOCATION REGISTER (HLR)
The principle function of the HLR is to provide a central repository
for the mobile subscriber information required by the network together
with facilities for communications with the other network entities. On
smaller Systems the HLR may be initially integrated inside the MSC. All
subscribers have the following types of information associated with
them:
o MS Operational Information
Identification, numbering and authentication.
o MS Subscription Information
Indication of the selected basic and supplementary services
available to the subscriber together with any options relating
to those services.
o MS Service Registration and Activation Information
Indication of which services are currently selected by the
subscriber together with qualifying parameters.
o MS Location Information
Indication of the subscribers current location with respect to
the network.
The HLR maintains this information within its database and provides
services through which other network entities may access it.
The HLR is connected to the network through CCS/C7(CCITT) links to the
VLRs and MSCs. The information is transferred as CCS/C7(CCITT)
application layer messages.
The information within the HLR is classified as either permanent data
or temporary data: permanent data is updated by the service provider
through the use of Customer supplied Administrative Data Center (ADC)
functions; temporary data is updated in real-time from the network. MS
operational information and subscription information is an example of
permanent data, whereas location information is an example of temporary
data.
2.1.2.1 HLR ARCHITECTURE
The DMS-HLR is based on the hardware components of the DMS as shown
below. The ADC (Administrative Data Center) is an external component
and not part of the platform.
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[GRAPHIC OMITTED]
FIGURE 2-3 DMS-HLR HARDWARE
THE BASE is comprised of the DMS-CORE, DMS-BUS, I/O Controller (IOC),
the SLM II disk, the Office Alarms Unit (OAU) and a network module. The
DMS-CORE provides centralized HLR and CCS/C7(CCITT) maintenance; the
DMS-BUS provides the messaging medium between processors (e.g. LIUs and
FPs); the IOC provides the MAP terminals to maintain the DMS-HLR node
and printers for OM log reporting, and the ADC interface; the SLM II
disk provides storage for the DMS-HLR software load and datafill; the
OAU provides the audible and visual alarm reporting; the network module
connects the OAU to the System.
THE CORE holds the HLR application databases, implements the query
processing functions for one or more HLR applications, and provides
access to HLR data for update and administration purposes. Non-volatile
storage of the HLR data is provided via image capture on the SLM II
disk.
LIUS which implement MTP layers 1, 2 and 3 and the SCCP layer of the
CCS/C7(CCITT) protocol. LIUs are also part of the DMS STP product.
LPPS which house the LIUs.
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2.1.2.2 AUC (AUTHENTICATION CENTER)
The AUC contains subscriber authentication keys (Ki) and generates
security related parameters.
During normal operation, the VLR will interrogate the AUC, via the HLR,
for authentication and ciphering information. When requested, the AUC
generates and sends a set of authentication parameters and ciphering
vectors for forwarding back to the VLR.
The AUC is implemented as a separate entity in software within the HLR,
but it is not deployable separately.
2.1.3 SERVICE DESCRIPTION
The following is a description of interfaces and services of the MSC
and HLR.
2.1.3.1 "A" INTERFACE MODIFICATIONS
Modifications to the GSM A interface are implemented to support the
System radio requirements. These include change in message formatting
and the inclusion of additional parameters in handover messaging.
2.1.3.2 IDEN AUTHENTICATION ALGORITHM
The DMS-HLR contains an AUC, which generates security-related
parameters. These are used to ensure that only authorized mobile
subscribers have access to the network. An iDEN specific authentication
algorithm is implemented in the AUC. The AUC also maintains the
confidentiality of the subscriber authentication key Ki.
The authentication procedure is always initiated and controlled by the
network.
2.1.3.3 THIS SECTION REMOVED INTENTIONALLY.
2.1.3.4 THIS SECTION REMOVED INTENTIONALLY.
2.1.3.5 CALL WAITING
Call Waiting permits a mobile subscriber to be notified of an incoming
call (as per basic call procedures) while the traffic channel is not
available for the incoming call. Subsequently, the subscriber can
either accept, reject, or ignore the incoming call.
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2.1.3.6 CALL FORWARDING (UNCONDITIONAL)
Call Forward Unconditional allows the called subscriber to have the
network divert all incoming calls addressed to the called mobile
subscriber's directory number (DN) to another DN. Once Call Forwarding
is activated, all incoming calls are forwarded no matter what the
condition of the termination. Unconditional Call Forwarding overrides
all other types of Call Forwarding. Registration of Call Forwarding can
be accomplished either by the service provider or through the use of a
control procedure by the subscriber.
2.1.3.7 NO ANSWER TRANSFER
Allows the called mobile subscriber to have the network divert all
incoming calls addressed to the called mobile subscriber's DN, but
which are not answered, to another DN. The ability of the subscriber to
originate calls is not affected. Once Call Forward No Reply is
activated, all incoming calls that meet Call Forward No Reply criteria
are forwarded.
2.1.3.8 BUSY TRANSFER
Allows the called mobile subscriber to have the network divert all
incoming calls addressed to the called mobile subscriber's DN, which
meet Mobile Subscriber Busy criteria, to another DN. The ability of the
subscriber to originate calls is not affected. Once activated, all
incoming calls that meet Mobile Subscriber Busy criteria are forwarded.
2.1.3.9 CALL HOLD
This allows the mobile subscriber to place an active call on hold or
retrieve a currently held call.
2.1.3.10 INCOMING CALLS ONLY
This is based on barring all outgoing calls. It gives the subscriber
the ability to deny any outgoing call set-up, except emergency calls.
2.1.3.11 CALL BARRING OUTGOING INTERNATIONAL CALLS
Barring All Outgoing International Calls (BOIC) provides the subscriber
with the ability to deny outgoing call set-up to international numbers.
2.1.3.12 SOURCE DIRECTED ROUTING
The ability to translate and route mobile originated calls based on
cell of origination.
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2.1.3.13 THIS SECTION REMOVED INTENTIONALLY.
2.1.3.14 LEAST COST (TIME OF DAY) ROUTING
The Time of Day (TOD) Routing feature allows or denies route choices
based on time of day. The times can be set according to the rate
schedules of the carriers accessible to the user. The changeovers also
can be varied based on the day of week and day of year, to account for
weekends and holidays.
The TOD system allows for changeovers to be specified for up to 16 time
ranges. Different results can be defined for any day, or set of days on
a weekly basis, or for any specific day of the year.
2.1.3.15 ALTERNATE ROUTING
If no idle trunk is available in a selected trunk group, the System
advances to the next route choice. If the end of the list is reached
and no idle trunk is found, the software controlling the call selects
the appropriate treatment code, and translation proceeds to the
treatment table.
2.1.3.16 THIS SECTION REMOVED INTENTIONALLY.
2.1.3.17 R2 SIGNALING INTO THE PSTN
MFCR2 (Multifrequency Compelled Register) Signaling can be supported,
depending on the specific in-country signaling implementation. Details
on this signaling must be provided by the Customer in order for a firm
switch quote to be provided.
2.1.3.18 VOICE MAIL INTERFACE (R2)
This allows the mobile subscribers to redirect an incoming call using
call forwarding capabilities to an optional voice mail service via an
R2 Interface (trunk). The mobile subscriber can dial the voice mail
service directory number to retrieve the subscriber's voice messages.
Details on the specific signaling must be provided to Motorola for a
firm quote.
2.1.3.19 INTRA-SYSTEM ROAMING (ROAMING WITHIN A SINGLE MSC)
The System tracks a unit's location so that calls can be routed to it.
Interconnect calls require the current location of an MS. The System
utilizes a LA concept. LA consists of a collection of cells. The mobile
issues a location update request whenever there is a change in the LAI.
The location update request is sent to the VLR that holds the current
location of the MS.
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2.1.3.20 INTER-SYSTEM ROAMING (BETWEEN TWO MSCS ON THE SAME NETWORK)
The ability to travel freely throughout the single service area and
originate or receive calls without regard to its current location can
be extended to allow MS's to travel from one service area to another.
The System will use a service area concept and a VLR in addition to the
LA. The location request update is sent to the VLR that issues a TMSI
for the MS allowing it to originate calls. Then the VLR sends an update
to the HLR associated with the MS. Subsequently, the HLR will route all
MS terminated calls to the current VLR allowing it to receive calls.
2.1.3.21 OVERDIAL (DTMF)
DTMF is an inband, one out of four plus one out of four, signaling
system primarily used from the terminal instruments in
telecommunications networks. The use of DTMF is only permitted during
an active call and is disabled in all other phases.
The MS generated DTMF overdial digits, which arrive from the MS as
signaling messages, must be regenerated by the MSC so that the MS is
capable of accessing the "touch tone" (DTMF) driven services such as
banking, voice mail systems and others. External DTMF overdial devices
are not supported.
2.1.3.22 TRAFFIC DATA (OPERATIONAL MEASUREMENTS)
These measurements/pegs are subject to change with each software
release as new features and System enhancements are added to the
System. Documentation for OMs is provided in the Northern Telecom
Practices (NTPs) in CD ROM.
2.1.3.23 SHORT MESSAGE SERVICE (SMS)
SMS (Message-Mail(TM)) is a feature of the System that facilitates
delivery of short messages of up to 140 characters to an MS from
several sources. These sources, called short message entities, include
operator entry of alpha-numeric messages, numeric messages through
DTMF-IVR digit collection from PSTN, and voice mail indication from a
connected voice mail system.
A distinguishing feature of SMS is the storing and forwarding of
messages to MSs. If the messages cannot be delivered, the SMS-SC stores
the message for delivery when the MS becomes available to the system.
To add SMS to the iDEN system requires the addition of a Short Message
Service Center (SMS-SC) and additional software to the MSC to interface
and interwork with the SMS-SC. These are additional-cost items.
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2.1.3.24 ROUTING TO PSTN OPERATOR
The capability to route various type calls to a trunk terminating to a
PSTN operator will be via standard translations. The MSC will not have
mobile operator position system capability.
2.1.3.25 AUTO MESSAGE ACCOUNTING
The MSC collects a full set of call record information. This
information can be archived using a standard 9 track magnetic tape
supplied with the MSC. These tapes can then be sent to a separate
billing system. The MSC may optionally provide on-line transfer of
billing information by using a standard FTAM. This eliminates the need
for transferring tapes to the billing center and facilities programmed
periodic automatic transfer of billing information.
2.1.3.26 DATA SERVICES
System Data Services using Interworking Function (IWF) are available.
These support Group 3 fax and asyncronous data. The MSC contains call
control and routing functions for data and fax services. The services
that are supported are Non-Transparent Async Data and Non-Transparent
Fax. The addition of IWF requires the purchase of IWF hardware at
additional cost. The MSC software to support IWF functionality must be
purchased as part of the IWF Hardware package.
2.1.3.27 NEAR REAL TIME BILLING
This near real time data transfer feature allows billing records to be
sent to the billing center as soon as the records are formatted and
written to disk. This capability enables the billing center to generate
billing records shortly after the calls terminate. To incorporate this
feature, a billing server must be purchased at additional cost.
2.1.3.28 CLASS-OF-SERVICE (OPTIONAL)
DMS-MSC/HLR subscribers are partitioned into various customer groups at
provisioning time. The customer group ID given to a subscriber
community logically relates and uniquely identifies uniform and group
specific services. NCOS in the DMS allows further service
differentiation within a customer group. There are a maximum of 256
NCOS per subscriber group that can define originating and terminating
restrictions on a subscriber basis. The combination of customer group
IDs and NCOS allows the control of services for a class of subscribers.
For example, they can be used initially for restricting a group of
subscribers from making calls to a particular exchange.
To add Class-of-Service to the iDEN System requires purchase of the
software feature.
2.1.3.29 LOCAL CALLS ONLY
A mobile subscriber that subscribes to Local Calls Only can make calls
to those directory numbers in the target area that the network has
designated as local.
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2.1.3.30 INTER-MSC HANDOVER
Inter-MSC handover occurs when a subscriber moves into a new MSC area.
A terrestrial connection is set up to the new MSC, and the radio
resource is switched to the new BSC on the new MSC.
2.1.3.31 THREE PARTY CALLING
This service provides MS the ability to have three party call, i.e.,
simultaneous communication with two additional parties. In order for a
user to activate a three-party service, the user must have: (1) one
active call; (2) one call on hold, and (3) both calls must have been
answered. In this situation, the served mobile subscriber can request
the network to begin the three party service.
2.1.3.32 DIGITAL CROSSCONNECT SYSTEM (DCS)
The DCS may be used as the BSC Site interface to EBTS. DCS requirements
are explained in greater detail in Section 1.1.6 of the Exhibit.
2.1.3.33 ADDING SYSTEM FEATURES
For reliability, both the MSC and the HLR have duplicated control
component elements that operate synchronously, and duplicated messaging
component elements that operate in a load-sharing mode. This
duplication offers hardware fault protection, as well as the ability to
carry out office extensions and software updates without disrupting
service.
Batch Change Supplement (BCS) is Northern Telecom's means of enhancing
existing features and adding new features to the DMS-MSC and DMS-HLR.
The following is an explanation of Northern Telecom's software update
procedures that are followed after Customer requests such an update:
o Customer is notified of the proposed BCS application schedule.
o Each office scheduled for a BCS application is polled approximately 7
weeks prior to the software delivery date. The BCS polling group
first contacts Customer to request permission to poll the office, and
then dials via remote modem into the MSC/HLR to begin the polling
session. Memory usage and current BCS levels are verified on the
MSC/HLR. The polling also contains information on the hardware
configuration and subscriber database. This information is used by
various hardware and software engineering groups who build and
deliver the new BCS load.
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o The polling is used to determine any BCS gating hardware
requirements. An example of gating hardware is additional memory
requirements, or updated circuit packs. After engineering has
evaluated the hardware configuration, any required gating hardware is
sent to Site, and is installed in the System for at least 12 days.
These 12 days are called the "soak period" during which this new
hardware is monitored for stability. Any hardware that becomes
defective within the soak period is replaced and must operate a
minimum of 72 hours without a fault prior to the BCS application. If
there is insufficient time to allow for a 72-hour period, the
application will be rescheduled by NTI.
This 12-day soak rule decreases the likelihood that the software
upgrade will be impacted or unsuccessful due to faulty or unstable
hardware in the office.
o Pre-production activities are performed immediately prior to building
or producing the new BCS load. These activities include:
- Verification of the job feature database. Confirm the software
packages ordered by Customer are included in the database, and
all software interdependencies are met.
- Ship documentation to Site (includes Northern Telecom Practices
(NTPs) for the particular BCS load).
o Production of the software load (load build). Load build is a series
of procedures that merge base-level software (general software
packages common to all offices) with optionally ordered features into
a customized un-datafilled software load.
o The software delivery process involves moving the office-specific
data from the old BCS load to the new BCS load, prior to applying the
new load to Customer's MSC.
After the data has been verified, the application process is started.
The new BCS load is first added into the inactive side of the CPU.
Once the inactive side is loaded, an activity command is used to
bring the System on-line with the new software load. By using this
method, new software can be added to the System without affecting
service.
2.1.4 NORTHERN TELECOM DMS-MSC
The Northern Telecom DMS-MSC(TM) is based on the Northern Telecom DMS
Family of switching products.
2.1.4.1 DMS-MSC ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS
----------------------------------------------------------------------
Nominal Voltage -48 v DC
----------------------------------------------------------------------
Temperature 10 -30 degrees C
----------------------------------------------------------------------
Humidity 20 -55% relative humidity
----------------------------------------------------------------------
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2.1.4.2 HLR (HOME LOCATION REGISTER)
The HLR is based on a fault tolerant hardware platform.
HLR ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS
---------------------------------------------------------------------
Nominal Voltage -48 v DC
---------------------------------------------------------------------
Temperature 10 - 30 degrees C
---------------------------------------------------------------------
Humidity 20 - 55% relative humidity
---------------------------------------------------------------------
2.2 XCDR (VOICE TRANSCODER)
The XCDR module is generally located at the MSC Site. Its function is
to provide the transcoding between MS VSELP compressed audio and the 64
kB Pulse Code Modulation (PCM) utilized in the MSC and PSTN.
The MSC provides the interface to the PSTN, therefore, VSELP compressed
speech arriving from the BSC/EBTS needs to be converted to the Mu-law
(T1)/A-law (E1) PCM format by the XCDR. Due to the delays inherent in
packetized low rate speech, the MSC must provide the required degree of
echo cancellation/suppression and noise masking to ensure audio
quality. Communication links between the MS and the BSC/EBTS employ DTx
which improves radio channel utilization and conserves the battery life
of the handportable MS. The XCDR supports the DTx algorithm used by the
MS, including noise masking of the silence intervals to ensure a more
natural sounding speech. Voice packets may arrive at the XCDR with a
variable delay. This occurs due to the BSC/EBTS internal packet
processing. This delay is removed to provide an uninterrupted stream of
PCM speech to the MSC.
The BSC may be remotely located or co-located with the XCDR. Depending
on traffic density, and if co-located, the BSC and the XCDR card cages
may be housed in the same cabinet to form an integral BSC/CP/XCDR
system or in separate cabinets to optimize trunking efficiency.
2.3 DAP (DISPATCH APPLICATIONS PROCESSOR)
The DAP is a fault tolerant node responsible for the overall
coordination and control of the dispatch communication services and
support of the network operations related to MS units. The DAP has been
optimized to support the rapid response time required for dispatch
services. Up to four DAPs may be combined as one system for increased
subscriber capacity. These services include typical dispatch calls with
support for inter-Site calls when any target MS unit(s) is outside the
coverage area of the call-initiating Site. The dispatch-type features
included are:
PRIVATE CALL (INDIVIDUAL DISPATCH CALL) -- An MS user can engage in a
conversation with another MS user.
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TALK-GROUP CALL (FLEET DISPATCH CALL) -- An MS can engage in a
conversation with a predefined group of MS users.
SELECTED TALK-GROUP CALL (GROUP DISPATCH CALL) -- A dispatcher can
communicate with a predefined group of MS users or dynamically select a
subset of members based upon their current location (e.g. selected
service area, selected local area, or wide area).
In addition to the above basic features, the DAP will support the
following:
OVER-THE-AIR-PROGRAMMING -- All of the parameters necessary for
defining a MS unit's essential operating parameters will be provided
via an over-the-air protocol.
PTT-ID -- The controller will optionally forward individual MS IDs to a
properly equipped MS.
CALL ALERT -- A MS user can send an alert message containing his ID to
another MS registered on the System requesting him to call back.
AFFILIATION -- A MS user can change its default groups and System to be
used from a predefined list of choices.
In order to support all the dispatch/MS unit network management
services, the DAP must manage/request global-shareable System resources
and track the state and location of dispatch units. The network
management services include the resources managed locally by the DAP,
the resources managed by the ACG and the MSCs themselves. This includes
knowing if the unit is registered, where it is registered and providing
it with the correct default groups. The following System features will
provide the System with this information:
AUTO-REGISTRATION -- A MS will indicate that it is coming into a new LA
so it can continue operating at that area. The unit will be provided
with the parameters necessary for operating in this LA.
AUTO-DE-REGISTRATION -- A MS will indicate that it is leaving the
current LA because of either powering-off or by roaming into another
LA.
Since the location data is needed for the telephone interconnect
services and stored in the HLR/VLR data base, the DAP implements its
own mobility tracking and uses a private data base (D-HLR) maintained
by the DAP to track the locations needed for the dispatch services.
The D-HLR keeps track of all the records necessary for the dispatch
communication services. The database will include a MS unit access
record for each unit to identify which features the unit is permitted
to use. The database will also be used to indicate in which call a MS
unit is currently
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involved so the DAP can correctly process conflicts that arise. In
addition, records will be needed for dispatch talk-groups to determine
which MSs make-up each of these groups.
The DAP also collects air time usage information and performance
statistics. This information is stored on a disk and provided to other
systems as necessary (e.g., a billing computer).
2.4 MPS (METRO-PACKET-SWITCH)
The MPS is a high-speed digital T1/E1 nodal processor for the System.
This provides virtual circuit connectivity between various end node
EBTS for dispatch traffic, and associated control information. A MPS
may be expanded to form even wider area dispatching services.
The MPS will communicate with end nodes, EBTS and the DAP, via a star
configuration network. The MPS is the central switching node and is
connected to each end node via one or more statically allocated
DSO/timeslots. The MPS and end nodes will coordinate the exchange of
information via industry standard based protocols. These protocols will
provide for the multiplexing of both control and packetized voice over
the shared DS0/timeslots.
The MPS is configured to provide sophisticated network routing,
resiliency, redundancy and cost effectiveness. When possible, it will
provide fast network re-routing on circuit failure to maintain voice
and control sessions. Faults will be indicated by local and network
alarms. The MPS will have continuous diagnostics and can be configured
to provide full hardware redundancy for all components.
2.5 OMC (OPERATIONS MAINTENANCE CENTER)
2.5.1 GENERAL
The OMC is a centralized facility that supports the day to day
management of the System and provides a database for long term network
engineering and planning tools.
The OMC manages the DAP, EBTS and BSC-CP/BSC-XCDR. The DMS-MSC and HLR
will be remotely accessible through terminal emulation windows on the
OMC. The DAP, EBTS and BSC-CP/BSC-XCDR have network management agents
that support a hierarchical network management philosophy. The OMC
supports the following network management applications functions:
o Event/Alarm Management
o Fault Management
o Performance Management
42
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o Configuration Management
o Security Management
The Event/Alarm Management functions provide utilities to report and
log alarms for the attention of the maintenance personnel at the OMC.
The Fault Management functions of the OMC allow network devices to be
manually or automatically removed from or restored to service. The
status of the network devices can be checked from the OMC, and tests
and diagnostics on various devices can be invoked. Diagnostic control
can be invoked, for example, on the BSC, EBTS and other fixed network
entities.
The performance management functions include collecting traffic
statistics from the various network entities and archiving them to disk
for display or analysis.
The OMC provides System change control for the software versions and
configuration databases in the network entities. Software loads can be
downloaded from the OMC to other network entities. The OMC keeps track
of which network entities are running which versions of software.
Software upgrades are coordinated from the OMC.
The System configuration databases of the other network entities can
also be downloaded. These databases change as the physical
configuration of the network expands to accommodate growth. By using
either OSI procedures to manipulate defined managed objects or by using
a remote man-machine interface when objects are not defined, the data
bases on other entities can be changed from the OMC. The OMC can also
perform consistency checks on data bases in the other entities.
The OMC network management application is built to run on the UNIX
operating system which provides maximum flexibility in adapting new
applications by providing an industry standard operating environment.
The OMC security management function provides a secure environment for
operating the network. It contains a password and authorization
database which limit the functions each maintenance person can perform.
An OMC MMI (Man-Machine Interface) is supplied for interacting with the
Network Manager providing a user-friendly interface. The OMC has the
ability to operate autonomously so that normally the Network Manager
need only supervise the reported events and reactions of the network.
The MMI control is provided through "X" terminals and provides
facilities to enter commands and to display command responses and
alarms. Multiple "X" terminals can be connected to the MMI to allow
access through several locations. With this interface all equipment
repair and replacement, all maintenance, recent change, troubleshooting
and diagnostics, and System administration can be executed through a
single focal point.
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2.5.2. OMC (OPERATIONS MAINTENANCE CENTER)
OMC ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS
----------------------------------------------------------------------
Voltage Range 100 - 120V AC (uses an inverter
for battery backup)
----------------------------------------------------------------------
Temperature 10 -38 degrees C
----------------------------------------------------------------------
Humidity 10 - 85% relative humidity
----------------------------------------------------------------------
Note: Other supply voltage options are available.
OMC/MMI ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS
---------------------------------------------------------------------
Voltage Range 90 - 132V AC
---------------------------------------------------------------------
Temperature 5 - 40 degrees C
---------------------------------------------------------------------
Humidity 10 - 80% relative humidity
---------------------------------------------------------------------
Note: Other supply voltage options are available.
44
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2.6 THIS SECTION INTENTIONALLY BLANK. (FOR FUTURE USE)
2.7 BSC/CP/XCDR ARCHITECTURE
[GRAPHIC OMITTED]
FIGURE 2-4 BSC-CP BLOCK DIAGRAM
2.7.1 GENERAL DESCRIPTION
The Motorola BSC-CP equipment provides the control and interface
between the MSC and the EBTS. It is also a way of remoting some of this
capability away from the MSC. The BSC can function as a remote
concentration point to minimize recurring line costs. In addition, the
BSC architecture provides a platform for the Speech Transcoder (XCDR).
These functions are normally associated with the MSC. This flexibility
is achieved by defining a set of common boards which are used
throughout. A block diagram of the BSC-CP is shown in FIGURE 2-4 BSC-CP
BLOCK DIAGRAM. A block diagram of the BSC-XCDR is shown in FIGURE 2-6
BSC-XCDR BLOCK DIAGRAM. This section describes the architecture and the
modules used in these subsystems.
45
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[GRAPHIC OMITTED]
FIGURE 2-5 BSC CABINET CONFIGURATION
Two card cages are mounted in a 24 inch rack as depicted in FIGURE 2-5
BSC CABINET CONFIGURATION. Each card cage is powered by three load
sharing DC power supplies operating from -48 VDC. Modules are
interconnected using the microprocessor bus, the TDM bus and the Local
Area Network. Control and communication functions are performed by the
GPROC. System interfaces are based on the T1/E1 standard with extensive
use of HDLC based data communications.
A parallel TDM bus is used for voice and data traffic. The bus is fully
redundant. It is controlled through the KSW which performs 64, 32 and
16 kbps time slot interchange functions.
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Local Area Network is based on IEEE 802.5 standard (Token Ring). It is
used for communications between the GPROCs. It is also extendible
between the card cages using the fiber-optic interface. The LAN is
fully redundant.
The MCAP bus is used by the GPROCs to control the extender boards. This
bus is not extendible beyond the boundaries of a single digital board
shelf.
[GRAPHIC OMITTED]
FIGURE 2-6 BSC-XCDR BLOCK DIAGRAM
2.7.2 BSC/CP/XCDR TECHNICAL SPECIFICATIONS
Cabinet ratings shown in the chart below are common to the CP/XCDR
components.
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-----------------------------------------------------------------------
CABINET RATINGS
-----------------------------------------------------------------------
Size (inches)
-----------------------------------------------------------------------
width 28
-----------------------------------------------------------------------
depth 16
-----------------------------------------------------------------------
height 83
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Weight (loaded)
-----------------------------------------------------------------------
kg 242
-----------------------------------------------------------------------
lbs 535
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Power
-----------------------------------------------------------------------
watts 3,100
-----------------------------------------------------------------------
BTU/hr 11,000
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Temperature(degree)C 0 to +50
-----------------------------------------------------------------------
Supply Voltage
-----------------------------------------------------------------------
-48 VDC -40 to-75 volts
-----------------------------------------------------------------------
Supply Maximum Current
-----------------------------------------------------------------------
-48 VDC 30 amps DC
-----------------------------------------------------------------------
2.8 ENHANCED BASE TRANSCEIVER SYSTEM
2.8.1 GENERAL DESCRIPTION
The EBTS diagrammed in FIGURE 2-7 ENHANCED BASE TRANSCEIVER SYSTEM,
provides radio communication link between the land network and the MS
units. The base radios actually perform the communications with the MS
units, sending both the control information and the compressed speech
over a multiplexed radio channel. Each base radio handles one 25 kHz,
in the 800 MHz Land-Mobile Band channel with 6 time slots. Therefore up
to 6 conversations per frequency can take place at the same time. Some
of the time slots are assigned for control data. These slots are also
used for channel requests by the MS units and for paging the units from
the network.
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[GRAPHIC OMITTED]
FIGURE 2-7 ENHANCED BASE TRANSCEIVER SYSTEM
Most of the control messages are originated at the ACG portion of the
ISC which is the Site's "resource manager". The ACG keeps track of the
available frequencies and the slots and assigns these resources to the
MS units as necessary. The ISC communicates with the network over the
T1/E1 lines. Compressed voice is sent out to be connected to the PSTN
or for "one to many" duplication in the dispatch call. The ISC also
communicates with operations and management computer and the subscriber
authorization computers at the MSC. Two ISC units are needed to provide
a fall back capability. A Local Area Network links the EBTS modules.
Time synchronization and a common frequency standard are also provided
within the ISC. The RF distribution system depends on the particular
Site capability and is described in other sections of this document.
49
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This System provides a considerably more private grade of voice and
data operation than currently available from the FM cellular systems
and most FM trunking systems. This occurs because no commercially
available monitor receivers for this type of modulation currently
exist, and the difficulty with regard to building one represents a
significant barrier. Some of the key difficulties include: handover
tracking, VSELP decoding, authentication and linear demodulation. These
features of the System effectively block most eavesdroppers. For these
reasons many System operators may not require any additional security.
[GRAPHIC OMITTED]
FIGURE 2-8 STATION MECHANICS
As reflected in FIGURE 2-8 STATION MECHANICS, EBTS functional modules
are constructed as card cages which are 15 inches deep and mount in EIA
standard 19 inch width rails. The BR is a 5U (Rack Unit =1.75") high
card cage. The card cage contains the RF Power Amplifier, the
receivers, the BRC, the power converter and the exciter.
2.8.2 BASE RADIO (BR)
2.8.2.1 BASE RADIO CONTROLLER (BRC)
This microprocessor based module shown in FIGURE 2-9 BASE RADIO BLOCK
DIAGRAM, controls basic station functions including transmitter keying,
operating frequency programming, data routing and fault management. The
BRC connects three receivers (3 branch diversity) and one transmitter
via the dedicated high speed digital links. This module contains two
DSPs for performing advanced linear modulation and demodulation.
50
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[GRAPHIC OMITTED]
FIGURE 2-9 BASE RADIO BLOCK DIAGRAM
The BRC supports a local area network connection used to exchange radio
channel data and base radio control messages with the ISC. Radio
channel data includes compressed voice packets and user data such as
telephone dialing commands. It also contains the control stream, which
is used to perform such functions as handovers, System registration and
unit paging.
The BRC performs the real-time control of the three receivers and one
transmitter. At the physical layer the BRC demodulates the digitized IF
signals from the receivers into a bit stream by locking onto and
tracking the received signals within the time slots. Three way
diversity is used to combat the channel disturbances at this very high
data rate. On the transmit side, the radio channel data and the pilot
symbols are combined, and the output waveform is synthesized. At the
data link layer, the BRC performs partitioning of the time slots used
for multiplexing of 6 traffic channels onto one frequency resource. The
BRC also performs error detection and correction using optimized
procedures to handle voice and data. The outbound channels are always
active even if no users are assigned to these channels. The BRC
generates the idle pattern for these channels.
The BRC supports network management functions. The BRC is capable of
self-testing and conducting the diagnostic checks of transmitter,
receiver and power converter modules. It also configures these modules
on command or on power up. The BRC monitors the alarm conditions and
routes the alarm messages to the ISC and the local serial port. A
command set that supports access to the alarm information, run-time
statistics and on-demand testing is used. The BRC software, except for
the "boot" code, can be remotely updated.
The BRC utilizes an external Site synchronization signal supplied by
the time frequency reference. This signal is used to align the time
division slots on different frequencies.
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2.8.2.2 INTEGRATED SITE CONTROLLER (ISC)
The ISC is the Site controller and the communications gateway between
an EBTS Site and the System's central network.
The ACG is a functional portion of the ISC. The ACG relieves the BSC,
DAP and MSC from the lower level Site control functions. It provides
the isolation between the central network and the RF System
implementation. Because most of the Site control functions are
performed by the ACG, the number of messages to the MSC is decreased.
This approach also results in the shortest call setup time and
decreased link capacity requirements.
The ISC controls the RF base radios via a LAN. The ISC communicates
with higher levels of the network via a T1/E1 link. It communicates
with the BSC/MSC for interconnect calls and the DAP for dispatch calls.
For example, a "page" received from the controlling BSC is sent to the
correct base radio, and an acknowledgment is returned to the originator
BSC.
In conjunction with the MS, the EBTS measures handover parameters. The
EBTS/ACG handles intra Site handovers between sectors. For telephone
interconnect handovers involving multiple Sites, the handover metrics
are passed on to the upper layers of the network (BSC and/or MSC) from
several Sites for evaluation and the handover decision.
Additionally, the ACG contains a "network management agent" process
controlled by the operations and management computer at the MSO. This
process is responsible for performing all the local network management
functions such as configuration management (e.g. code download), fault
management (alarm processing and re-configuration support), performance
management (e.g. statistics gathering) and communication with its
"agent" processes resident in the base radios and the MS units.
The ISC supports data-communications over a single T1/E1. The ISC card
cage houses the TFR, EAS, and CSU. Two ISC units are required for
standby operation. Communication exists between the master and standby
ISC to determine the current ISC master.
The ISC supports up to 10 RF channels (60 RF servers) at an Omni EBTS
Site and 12 RF channels (72 RF servers) at a Sector EBTS Site.
The ISC interfaces (on its T1/E1 side) to 64 kbps DSO/timeslots where
24/30 DS0s form one T1/E1. The quantity of DSO/timeslots required in
the single T1/E1, from an EBTS Site, will depend on the number of RF
servers, the total traffic loading and the traffic mix (Interconnect
and Dispatch) at the EBTS Site. The ISC requires a full T1/E1 (not a
fractional T1/E1) unless a Customer provided DCS (grooming the T1/E1)
is located at the EBTS Site.
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The EBTS/ISC passes the following traffic via the T1/E1 to the iDEN
central network: Network Management (Status/Control and Configuration),
Telephone Interconnect Service and Dispatch Service.
Compressed voice for Interconnect is sent in a 16 kbps sub-rated
format. "Clear T1/E1" capability is needed to support the sub-rates
which is accomplished via B8ZS/HDB3.
Time Frequency Reference (TFR), an ultra high stability ovenized Site
reference, is incorporated in the ISC. Each base transceiver is
connected to the reference signal from the Site standard.
2.8.2.3 RECEIVER
The receiver converts the low level RF signal into the digitized IF
data which is sent to the BRC for post processing via the dedicated
high speed serial link. The receiver includes a synthesizer for
operation on any of the 800 MHz band channels with 25 kHz spacing. The
receiver is capable of linear operation over a wide dynamic range
necessary to support the advanced linear modulation. Adjacent channel
selectivity is provided by the combination of crystal and digital
filters.
2.8.2.4 TRANSMITTER
The transmitter converts the digitized output waveform, received from
the base radio controller via the dedicated high speed serial link,
into a high power RF signal. The transmitter includes a 800 MHz band
linear power amplifier. The linear 350 Watts PEP power amplifier
provides 60 dB IMR and is rated for 70 Watts average continuous duty.
The high level of linearity is achieved with a double conversion
feedback design using a number of custom integrated circuits. The
transmit frequency is controlled through the on-board synthesizer. The
BRC is used to perform thermal derating, transmitter initialization,
power control loop leveling and synthesizer loading. This module
includes fans for thermal management.
2.8.2.5 POWER CONVERTER
The power converter provides DC voltage necessary for base radio
operation. It operates from the nominal input voltage. Fans are
included in this module for cooling the power supply devices.
2.8.3 THIS SECTION REMOVED INTENTIONALLY.
53
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2.8.4 LAN (LOCAL AREA NETWORK)
The LAN provides a method of routing both data and compressed voice on
the same communication link. The LAN operates at 10 Mbps to carry
traffic between the base radios and the ACG. The functionality of the
LAN repeater has been integrated into the LAN interfaces of the base
radios and the ISC. This further improves System reliability. All base
radio and ISC LAN interfaces are equipped with circuitry that will
provide continued LAN functionality should a problem occur on either
the base radio or the ISC. Thus, no single failure in the base radio of
the ISC will bring down the LAN.
2.8.5 SITE SYNCHRONIZATION
The BRs at a Site must transmit their information in synchronization
with other BRs at that Site as well as with BRs at other Sites. Some of
the reasons are to prevent interference and to permit optimal handoff.
To meet this requirement, a Global Positioning Satellite Receiver
(GPSR) system, included in above TFR, is used to supply a Site timing
reference.
The ISC contains the GPSR to provide absolute time sync. This
information is distributed to all the BRs at a Site to provide
knowledge of when timeslots start.
Synchronization of base radios is necessary to ensure that MS units do
not lose time reference as they change operating frequency.
Synchronization is achieved via a GPSR at each Site. Since the time
sync is generated from one source, MS units are synchronized to the
System's time reference. To protect against a single point of failure,
a standby GPSR is supplied with each standby ISC.
2.8.6 STANDBY CAPABILITY
Three way antenna diversity is provided for each BR's receiver. The
failure of any antenna results in potentially degraded coverage and
capacity performance, but not a complete failure of the Site. The
specific degradation of Site capacity will depend on the Site's
transmitter combining scheme.
The Site equipment operates from the -48 VDC source, so that a backup
battery may be used to provide service during a power outage.
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2.8.7 BASE RADIO TECHNICAL SPECIFICATION
<Table>
<Caption>
GENERAL
Frequency Generation Synthesized
Frequency Stability 3400 PPB or better per year with external
reference
Frequency Spacing 25 kHz
T/R Separation (with Duplexer) 45 MHz
RF Input Impedance 50 ohms
Nominal Input Voltage -48 v DC
Average Power Consumption (Max. @ 70W output) 625 Watts
Size, Weight 8.5"H x 19" W x 15" D, 90 lbs
Temperature Range (except batteries) 0(degree)C to +40(degree)C
TRANSMITTER
Frequency Range 851-866 MHz
Frequency Switching Time 100 msec
Power Output 70W average,
350W Peak Envelope Power
Operating Bandwidth 15 MHz
Spurious and Harmonic Emissions -80 dBc
Adjacent Channel Power Per Part 90 FCC Mask
RF Emissions Per FCC Requirements
</Table>
55
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<Table>
<Caption>
RECEIVER
Frequency Range 806-821 MHz
Channel Spacing 25 kHz
Adjacent Channel IF Filter Attenuation 100 dB
Preselector Bandwidth 15 MHz
Sensitivity (8% BER, Static M-QAM) Typically -115 dBm
Radio 3rd Order Intercept Point +13 dBm
RF Filter Spur Selectivity 106 dB
RF Emissions Per FCC Requirements
</Table>
2.9 NETWORK SYSTEM DESIGN
2.9.1 GENERAL
The System network design, its capacity and routing will determine
which of any additional subsystems may be desired or required.
For example, in some cases, remote BSCs might optimize T1/E1 efficiency
as the System grows.
Also, the placement of the MSO Site, the dedicated T1/E1 routing to
EBTS Sites and the associated T1/E1 route distances may require
additional remote DAPSs and MPSs due to circuit delay.
2.9.1 CIRCUIT DELAY
A System design guideline has been established that recommends that
delays from an EBTS cell Site to the MPS be kept to less than 5 ms and
the delay from the MPS to the DAP be kept to less than 2.5 ms. This
limits the range from an EBTS to an MPS to about 600 (1000 KM) circuit
miles if there are no other significant delays in the inter-exchange
carrier's network (other than the link propagation delays themselves).
Telephone interconnect, short message service and circuit-switched data
can tolerate longer delays because of their less critical and less
frequent set-up times and audio delay adjustment capability, and thus
do not require the above stated dispatch system design criteria.
However, extremely long delays (such as satellite hops or terrestrial
links that have delays beyond 20 ms. should be avoided as this will add
to the telephone audio delay.
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2.9.2 EBTS TO MSO LINKS
2.9.2.1 TI
Motorola requires that the T1 span (1.544 mbps) linking Motorola
provided equipment meet the following specifications:
o Extended super frame
o Clear channel signaling
o Binary 8 zero substitution (B8ZS) (64 kbps DSO/timeslot)
o North American T1
NOTE: The MSC to PSTN trunk interface will support 56 kbps super frame
protocol in addition to above.
2.9.2.2 E1
Motorola requires that the E1 span (2.048 Mbps) linking Motorola
provided equipment met the following specifications.
o Clear channel signaling
o HDB3 (64 kbps time slot)
o 75? Coaxial or 120? 4-wire termination.
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3. QUALITY AND RELIABILITY
3.1 SYSTEM AVAILABILITY
System availability is calculated based upon the individual
contributions of each part of the System. In the design of the System,
Motorola has made use of fault tolerant computer architectures at all
locations where a device failure would result in the loss of a
significant part of the System. Also, Motorola has battery backup
capability at all MSO Sites and its EBTS Sites to prevent loss of
coverage and/or capacity given a failure of the AC mains.
3.2 FAULT TOLERANCE
Following is a list of fault tolerant capabilities of the System. It is
important to keep in mind that although this discussion treats a board
as a single point failure, typically this is not accurate. Many of the
boards contain identical functional blocks such as T1/E1 interfaces or
voice transcoding circuits. In such instances, a board may be capable
of functioning with some but not all of its capability. In other
instances, performance of a board may degrade without an apparent
failure. Critical circuitry is monitored as practical, and equipment
alarms are generated so that a board may be replaced before an
interruption of service occurs.
3.2.1 EBTS
A complete failure of a single EBTS may be partially offset by the
adjacent EBTS.
Three way antenna diversity is provided for each Base Radio's receiver.
The failure of any antenna may result in degraded coverage and capacity
performance, but not a complete failure of the Site. The specific
degradation of Site capacity will depend on the Site's transmitter
combining scheme.
Two ISC units can be used at every EBTS Site. If one fails the other
takes over control of the Site. After a short interruption, service is
restored automatically. All Sites use one T1/E1 to bring service from
the telephone company CO. A protected fault tolerant T1/E1 connection
between the COs can be requested from the serving telephone company.
3.2.2 BSC/CP/XCDR
Within the BSC, the GPROCs are designated as Base Site Control
Processor or Link Control Processor. The Base Site Control Processor is
a centralized control point. In the XCDR the GPROCs perform the
operations and maintenance processing.
The MSI boards provide E1/T1 link connectivity. These may be assigned
to two destinations. A high capacity connection which uses more
capacity than one T1/E1 will be degraded if a MSI board fails.
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The transcoders boards are normally provided to support 0.1% blocking
rate. If one of the boards fails, blocking probability may increase.
3.2.3 MSC/HLR/DAP
The MSC, HLR, and DAP are provided on fault tolerant platforms. The
fault tolerant platforms incorporate redundant pairs of processor
boards that mirror the execution of the stored program. Should a
processor fail, the redundant processor of the pair takes over and
continues to operate. The failed board can be replaced on-line without
service interruption.
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DEFINITION OF ACRONYMS
- -A - B - C-
"A" Interface Switch MSC Switch
ACG Access Controller Gateway
ADC Administrative Data Center
AUC Authentication Center
BCS Batch Change Supplement
BHCA Busy Hour Call Attempts
BR Base Radio
BRC Base Radio Controller
BSC Base Site Controller
BTC Bus Terminator Card
CCS/C7(CCITT) CCITT Signaling System 7
CLKX Clock Extender
CO Central Office
CP Call Processor (Part of BSC)
CPU Central Processing Unit
CSU Channel Service Unit
- -D-
DAP Dispatch Application Processor
DCS Digital Crossconnect System
DMS-MSC (Refer to MSC)
DN Directory Number
DRX Discontinuous Receive
DS Dispatch Station
DS0 Single Time Slot of E1 or T1 circuit
DSP Digital Signal Processor
DTC Digital Trunk Controller
DTC Digital Trunk Cage
DTMF Dual Tone Multi-frequency
DTX Discontinuous Transmit
- -E - F-
E1 A 2.048 Megabit per second communications channel
EBTS Enhanced Base Transceiver System
EIA Electronic Industries Association
ENET Enhanced Network
(MSC Switching Network)
ERP Effective Radiated Power
ESN Equipment Serial Number
FCC Federal Communications Commission
FNE Fixed Network Equipment
FTAM File Transfer Access Method
- -G - H-
GCLK Generic Clock
GPROC Generic Processor Card
GSM Global System for Mobile Communications
HDLC High Level Data Link Control
HLR Home Location Register
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- -I - J -K-
iDEN Integrated Dispatch Enhanced Network
IMEI International Mobile Equipment Identifier
IMSI International Mobile Subscriber Identifier
IOC Input/Output Controller
ISC Integrated Site Controller
ISO International Standards Organization
IWF Interworking Function
KSW Kiloport Switch
KSWX Kiloport Switch Extender
- -L - M - N - O-
LA Location Area
LAI Location Area Identity
LAN Local Area Network
LANX Local Area Network Extender
LIU Link Interface Unit
LPP Link Peripheral Processor
LR Location Register
M16QAM Motorola's RF Modulation for iDEN
MAP Maintenance Administration Port
(MSC Control Terminal)
MAP Mobile Application Part (Protocol)
MCAP Motorola Cellular Processor - Advanced
MMI Man-Machine-Interface
MPC MultiPersonal Computer
MPS Metro-Packet-Switch
MS Mobile Station
MS-ISDN Mobile Station International Subscriber Directory Number
MSC Mobile Switching Center
MSI Multiple Serial Interface
MSO Mobile Switching Office
MSRN Mobile Station Roaming Number
OAU Office Alarm Unit
OCOS Originating Class of Service
OM Operational Measurement
OMC Operations and Maintenance Center
- -P - Q - R - S-
PCM Pulse Code Modulation
PLMN Public Land Mobile Radio Network
PSTN Public Switched Telephone Network
PTT Push To Talk
RAM Random Access Memory
RBDS Remote BSS Diagnostic Subsystem
RF Radio Frequency
RSO Remote Switching Office
SIX Serial Interface Extender
SMR Specialized Mobile Radio
SMS Short Message Service (Message-Mail(TM))
SMS-SC Short Message Service Service Center
SS7 Signaling System 7
61
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STP Signal Transfer Point
62
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T - U - V - W - X - Y- Z
T1 A 1.544 Megabit-per-second communications
channel.
TDM/TDMA Time Division Multiplexed/Time Division
Multiple Access
TMSI Temporary Mobile Station Identifier
USDC United States Digital Cellular
VLR Visited Location Register
VSELP Vector Sum Excited Linear Prediction
XCDR Speech Transcoder
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EXHIBIT "C"
TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM LATINOAMERICA, S.A.
ACCEPTANCE TEST PLAN
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to that Purchase Agreement to which this document is Exhibit "C" and
to the other Exhibits to that Agreement. All definitions set forth in the
Agreement shall apply hereto, unless otherwise specified herein.
1.0 PURPOSE
The purpose of this Exhibit "C" Acceptance Test Plan is to set forth the
Acceptance Testing procedures and to demonstrate to Customer that Motorola has
delivered the Hardware, Software, and features as described in and pursuant to
the Agreement and its Exhibits.
2.0 ACCEPTANCE TESTING PROCEDURES
2.1 The parties agree that the acceptance testing shall be done
for all new Systems and a modified ATP shall be performed for
all System Expansions and shall be included in all relevant
Purchase Orders. The ATP tests shall be chosen from the GATP,
as set forth below, that the parties have agreed to and
identified when Customer purchases ATP Services.
This ATP is generic in nature and tests operational features.
Should a certain feature or option not be purchased then it is
agreed that portion of the ATP shall be deleted and will not
be performed. Motorola shall supply new sections to cover new
products or features Motorola develops. The GATP will be
amended to reflect desired practices for testing Systems in
Commercial Service. The parties acknowledge that different
approaches are required for Systems in Commercial Service and
those acceptable for Systems not in Commercial Service.
Motorola and the Customer agree and acknowledge that System
performance may be affected by local regulatory constrains on
System's operation. Since such situation will be beyond
Motorola's control, it shall not impact or affect in any way
the attainment of Conditional Acceptance or Final Acceptance.
Furthermore, any condition derived from such situation shall
not become an item on the Punchlist.
Motorola and the Customer shall agree upon the ATP. It is
understood that in the event Customer uses services of the
Consultant for the ATP, Consultant's opinions will be subject
to the decisions made by Motorola and Customer.
2.2 Should Customer request additional testing above and beyond
the ATP, the parties shall not be required to consider these
tests before Conditional Acceptance. Motorola shall prepare
and present to Customer a quotation detailing the time and
material charges that such additional testing may require.
However, if Customer requests additional acceptance tests for
the sole purpose of
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isolating any defects that affect the operation of the System,
such tests will be conducted at no additional cost to the
Customer
3 SYSTEM AND SYSTEM EXPANSION ACCEPTANCE
Acceptance of all Systems and System Expansions shall be governed by the
requirements set forth below:
3.1 Motorola shall conduct acceptance test procedures in
accordance with Section 5.0, ATP -- Conditional Acceptance,
and Section 6.0, ATP -- Final Acceptance, below. The test
procedures shall be contained in the Acceptance Test Plan
(ATP) for each System or System Expansion.
3.2 The ATP shall be based on the Generic Acceptance Test Plan
(GATP) maintained by Motorola and may also include other
additional tests mutually agreed to. The GATP shall be
modified as needed to incorporate acceptance test procedures
for newly developed Equipment and Software as part of the
Software general release process and shall reflect the then
current acceptance test procedures available. Any
modifications to the GATP shall be made by Motorola to reflect
Equipment or Software or to correct errors or omissions in the
GATP. A copy of the current GATP is attached for reference.
3.3 The scope of the ATP required to achieve Conditional
Acceptance - and Final Acceptance for each specific System or
System Expansion shall be identified and mutually agreed to.
The specific System or System Expansion ATP shall contain only
those GATP test procedures required to test the Equipment,
Software, and the associated features ordered and shall be
developed by Motorola based upon portions of the GATP
applicable to the mutually agreed upon scope for ATP
Conditional Acceptance and Final Acceptance. The schedule for
performance of such specific ATP shall be included in the
Implementation Schedule for the specific System or System
Expansion.
3.4 Motorola shall supply to Customer, no later than sixty (60)
days prior to the scheduled commencement of ATP Conditional
Acceptance and Final Acceptance, as applicable, the particular
required test procedures to achieve the specific System or
System Expansion ATP Conditional Acceptance and Final
Acceptance. Customer shall have thirty (30) days following
receipt of said test procedures to review and comment on the
content of the test procedures.
3.5 Only those features and items of Equipment and Software
supplied by Motorola in accordance with the definitions of
System and System Expansion contained herein, and installed by
Motorola, or installed by Customer in accordance with
Motorola-authored or Motorola-approved published installation
and engineering standards, shall be included in and tested
under the ATP for a System or System Expansion.
3.6 Individual Site tests and the switch test shall be performed
in accordance with the ATP as soon as the individual Sites and
switch are completed. The System test in accordance with the
ATP shall be performed as soon as the switch and Site tests
are completed. These tests shall take place even when all the
Sites are not operational if all such unavailable Sites are
due to Customer failure to perform its applicable obligations
in accordance with the Implementation Schedule ("Customer
Unavailable Sites"). If there remain Customer Unavailable
Sites due to Motorola's failure to perform its applicable
obligations in accordance with the Implementation Schedule,
such tests shall be delayed until the affected Sites become
operational.
3.7 The areas served by Customer Unavailable Sites shall not be
included in the System Test. When the Customer Unavailable
Sites are completed, the Site Test shall be completed for any
Customer Unavailable Sites. The existence of Customer
Unavailable Sites shall not delay - Conditional
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Acceptance or Final Acceptance as long as the other items
necessary for Conditional Acceptance or Final Acceptance are
complete.
3.8 Customer may order additional testing above and beyond the
specific acceptance test procedures defined in Sections 5.0
and 6.0, below, for a System or System Expansion. In
accordance with Section 2.0 above, the additional test
procedures to be performed and the price thereof shall be
identified and mutually agreed to prior to acceptance of an
order. The completion of these additional test procedures
shall be outside the scope of the System or System Expansion
ATP and shall not be apart of, nor a precedent to, Conditional
Acceptance or Final Acceptance of a System or System
Expansion.
3.9 The acceptance test procedures as defined in Sections 5.0 and
6.0 shall not include, and shall be separate and distinct
from, any Software testing developed and executed in
conjunction with, and required to achieve, general release of
Software under the Software Maintenance Program (SMP) of the
Agreement.
3.10 The conduct of Conditional Acceptance testing procedures shall
preclude Customer from initiating an expansion to a System or
System Expansion prior to the relevant Scheduled Completion
Date, unless the parties agree in writing that such expansion
does not result in material delay and/or expense to Motorola
in conducting and/or completing Conditional Acceptance testing
procedures in accordance with the relevant Scheduled
Completion Date.
4 RESPONSIBILITIES
4.1 Initial System acceptance testing involves both the testing of
the FNE itself and the exercising of interfaces to Systems
external to the FNE. For this reason, testing of all external
equipment must be completed prior to recommencement of FNE
acceptance testing to assure its proper functioning. The
Customer is responsible to ensure the proper functioning of
equipment not supplied by Motorola. Initial System acceptance
testing shall be a joint responsibility between Motorola and
Customer.
4.2 During Motorola's performance of the ATP, Customer shall: (i)
place the System or subsystem in the appropriate condition
(i.e. System lockdown) necessary to permit such testing to be
conducted at all reasonable times in accordance with a
schedule to be mutually agreed to by the parties; (ii) make
the Equipment, data, and facilities required for completion of
Conditional Acceptance testing available to Motorola in
accordance with such approved schedule; and (iii) provide free
access, ingress and egress to Customer facilities as
reasonably required to perform Conditional Acceptance in
accordance with such approved schedule.
4.3 A qualified member of the Motorola staff, as designated by
Motorola, will serve as acceptance test coordinator. The test
coordinator will be responsible for observing and documenting
test results. Customer will provide an acceptance test monitor
who will assist in conducting the test procedure and observe
and verify the tests.
4.4 Motorola shall provide Customer a schedule of the ATP
procedures and notify Customer of the time and place at which
such tests are to be conducted. Customer shall have the right
to observe the conduct of the tests and the results thereof.
Customer shall use reasonable efforts to accommodate
Motorola's ATP schedule.
4.5 Customer is responsible for coordinating, with Motorola's
assistance, the activities of any common carrier or other
public or private agency, firm, etc., whose participation may
be required in successfully executing the test plan.
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5 TEST PROCEDURES FOR ATP -- CONDITIONAL ACCEPTANCE
5.1 The ATP Conditional Acceptance is comprised of four (4) test
sections, as appropriate, to verify performance and
functionality of a System or subsystem. The defined test
methodologies, target performance goals, timing, reference
documents and applicability to a new System or System
Expansion are described below. The test sections include:
o Customer Unique Information Testing
o Site Operational Readiness
o Interconnect Voice Circuit Testing
o Administrative Function Test
5.2 Customer Unique Information Testing
The Customer Unique Information Testing shall evaluate the
implementation of System unique database elements developed by
Motorola utilizing specific information provided by Customer.
The test shall ensure that new System elements are properly
provisioned prior to loading of end users on a new network.
The System unique database may consist of the following
database elements, but Motorola shall specify the database
requirements based upon the final System configuration.
a) MSC Dialplan. Verify the MSC translations by
generating incoming and outgoing calls on each
NPA-NXX for each call type to include supplementary
services.
b) Dispatch and Interconnect Voice Server Testing. The
voice server tests shall include the confirmation of
functional call processing on all Site time slots
provisioned for I6 dispatch and of functional call
processing on all Site time slots provisioned for I6
and I3 interconnect call applications.
5.3 Site Operational Readiness
Site Operational Readiness will consist of the evaluation of
Site Hardware installations against established Motorola
standards. It will follow installation of each Site when power
is available to each Site and all radio equipment is installed
and hooked up. It will ensure that all Motorola-supplied
Equipment is present, properly installed, and connected with
other Site equipment.
5.4 Interconnect Voice Circuit Testing
Interconnect Voice Circuit Testing shall confirm the
connectivity and operations of all voice circuits between the
MSC and the BSC Equipment.
5.5 Administrative Function test
Administrative Function Tests will confirm the operation of
primary and common administrative functions available on the
Operations Maintenance Center (OMC). These functions include,
but are not limited to, Site build and load, parameter
changes, System statistics gathering, alarm functionality, and
making back-ups on the System.
5.6 Pass/Fail Criteria
Pass/Fail criteria of individual ATP-Conditional Acceptance
tests will be included within the detailed test procedures
delivered by Motorola to Customer as defined in Section 7.0
below.
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Pass/fail criteria identified in the ATP -- Conditional
Acceptance test procedures will be based on the applicable
component specifications.
5.7 Special Consideration for System Expansions
The ATP for a System Expansion may contain a subset of the
acceptance tests for a System and will be dependent upon the
Equipment and Software purchased in the System Expansion.
5.8 Conditional Acceptance
In the event that commercial service has not yet commenced,
Conditional Acceptance for a System or System Expansion shall
occur when Motorola has completed and passed, to mutual
agreement, the applicable ATP tests. Conditional Acceptance
shall not be delayed because of minor (level 4 or below) test
failures. Such defects may be placed on the punchlist for
later resolution. In the event of major test failures caused
by level 6 or above defects, completion of the ATP will be
delayed until each such defect is corrected and the item
retested. Defects caused by systemic Software issues that are
not service affecting are covered under the Software
Maintenance Program (SMP).
5.9 Customer Performance Test Period
a) Upon completion of the ATP, a Punchlist shall be
mutually developed within 14 days. In addition, a
Performance Test Period, shall commence immediately
following successful completion of the ATP --
Conditional Acceptance Test Procedures, to allow
Customer to operate the System to determine if
additional failures are found as a result of Motorola
products failure to operate as specified.
b) Prior to completion of the Performance Test, Customer
may load the System or System Expansion for a period
not to exceed thirty (30) days (unless otherwise
mutually agreed to) with up to 100 employees and up
to 250 non-paying subscribers, or as otherwise
mutually agreed to, in accordance with the terms of
the Commercial Service definition in Section 1.0 of
the Agreement, provided this activity does not
interfere with commissioning or System testing. Such
loading for Customer testing purposes shall not
trigger Commercial Service.
c) Testing conducted during the Performance Test Period
shall be witnessed by Motorola, and the results,
including failures, must be reproducible and
documented by Customer to be included in the
Punchlist in the terms of Section b) below. This
testing shall be limited to testing of the System
infrastructure functionality tested in the ATP. The
testing shall specifically exclude testing of System
RF coverage and voice quality.
d) To be included in the ATP Punchlist, test failures
found during the Performance Test Period must be
Level 6 or above and, upon mutual agreement, placed
on the Punchlist within the 14-day Performance Test
Period. Any defects found after the Punchlist is
finalized shall be resolved in accordance with the
warranties provided under the Agreement.
5.10 Customer Certification of Conditional Acceptance
Upon agreement on the contents of the Punchlist, Customer
shall endorse the Motorola provided letter of acceptance
signifying occurrence of ATP -- Conditional Acceptance.
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6 ATP -- FINAL ACCEPTANCE AND CUSTOMER CERTIFICATION
When substantially all Punchlist Items (including all Level 6 and above
defects) are resolved, ATP -- Final Acceptance shall be granted. Such
approval shall not be unreasonably withheld. Final Acceptance shall be
evidenced by a letter of acceptance provided by Motorola and signed by
Customer.
7 ACCEPTANCE GUIDELINES
7.1 In the event that, due to a problem outside Motorola's
control, a particular test or group of tests cannot be
completed within the time scheduled, one of these procedures
will be implemented:
a) The affected test or portion of a test may be
interrupted and rescheduled for completion or
retesting at some future time.
b) The affected test or portion of a test may be
continued to completion and the Acceptance Test
schedule amended as required to accommodate the
remaining tests and the exceptions that failed the
original testing.
c) If the problem results from Customer action or
inaction or due to non-performance of a Customer
responsibility, the affected test will be rescheduled
and any additional costs will be borne by Customer.
Motorola will confer with Customer and decide, on a case by
case basis, which of these procedures is appropriate and
notify Customer.
7.2 In the event of Customer-caused delays (i.e. not force majeure
or Motorola-caused) in the implementation of a System or
System Expansion, Conditional Acceptance shall be deemed
granted 60 days after the ATP -- Conditional Acceptance date
set forth in the Project Implementation Schedule and all
payments associated with Conditional Acceptance shall be due
and payable as of this date. Final Acceptance for such System
or System Expansion shall be deemed granted 90 days after the
Conditional Acceptance date set forth in the Project
Implementation Schedule and all payments associated with Final
Acceptance shall be due and payable as of this date. In either
case, 45 days before the automatic granting date is expected,
Motorola shall provide written notice to the Customer that the
provisions of this Section will apply. Notwithstanding the
foregoing, Motorola may provide the aforementioned written
notice 30 days before the automatic granting date is expected.
In such case, if Customer takes action to cure the cause of
the delay but requires more than 30 days, Customer shall be
allowed an additional 15 days before Conditional or Final
Acceptance, as the case may be, becomes automatic.
8 REPORTING RESULTS AND RETESTING
8.1 Test Sequencing
At the completion of each test, a pass/fail determination will
be made based on the performance of FNE Equipment supplied by
Motorola and subject to Acceptance Testing under the
Agreement. In the event of test failure, other tests not
effected by the failed test will not be delayed and can
continue while remedies are prepared for the failed test.
Failed test procedures will be scheduled for retesting as
appropriate.
8.2 Regression Testing
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After a test failure has been remedied it will be scheduled
for retest. Previous tests that have passed and that logically
could be affected by the remedy for the failed test will be
repeated. Previously passed tests that are logically
unaffected by the remedy for the failed test do not require
retesting. Motorola and Customer will determine whether a test
is or is not logically affected by any remedy.
8.3 Test Failure Severity Levels
The following table defines the Test Severity Levels to be
used in recording Test Results:
<Table>
<Caption>
TABLE 1
- ------------ --------------------------------------------------------------------------------------------------------
LEVEL DESCRIPTION
- ------------ --------------------------------------------------------------------------------------------------------
SERVICE AFFECTING. Call processing or traffic handling is severely affected in some manner by the
10 failure.
- ------------ --------------------------------------------------------------------------------------------------------
PERFORMANCE AFFECTING. Some adverse impact on System performance affecting the quality of service on
6 call processing or traffic handling.
- ------------ --------------------------------------------------------------------------------------------------------
MINOR PROBLEM. The failure does not impact call processing, traffic handling, or System performance,
4 but pass/fail criteria of the test procedure have not been satisfied.
- ------------ --------------------------------------------------------------------------------------------------------
DOCUMENTATION. Proper System operation has been observed, but System documentation referenced in the
3 test procedure is ambiguous, misleading, or incorrect.
- ------------ --------------------------------------------------------------------------------------------------------
PROCEDURAL. Proper System operation has been observed, but the test procedure is ambiguous,
1 misleading, or incorrect.
- ------------ --------------------------------------------------------------------------------------------------------
EXTERNAL. Test failure was caused by equipment not supplied by Motorola or Equipment supplied by
0 Motorola but not subject to Acceptance Testing under the current Agreement or R/F interference
generated by sources outside the System not under control of Motorola.
- ------------ --------------------------------------------------------------------------------------------------------
CHANGE REQUEST. Customer has requested a change to test procedures or System characteristics which is
0 beyond the scope of the current Agreement.
- ------------ --------------------------------------------------------------------------------------------------------
</Table>
8.4 Record of Test Results
During the entire Acceptance Test period, the Motorola
Coordinator will maintain a record of test results on the
standard data sheets, which will be made available for review
by Customer's Acceptance Test Monitor. In the event of test
failure, the severity of the failure will be determined and
recorded. A description of the extent of the failure will also
be recorded, along with requirements for retesting to
demonstrate that the failure has been cleared.
8.5 Acceptance Report
8.5.1 Upon completion of each ATP test, Motorola shall
submit to Customer for approval all test reports
setting forth full and accurate test results
obtained. Customer's approval of such test reports
shall not be unreasonably withheld or delayed. The
test reports shall also summarize the results of
testing conducted. Each test report shall contain the
necessary analysis and collected data to support
conclusions, and copies of the original test data
sheets shall be provided to the Customer.
8.5.2 The completed data sheet will contain all of the test
results. Therefore, it will form the basis for
Acceptance of the System. Information on any
Acceptance Test procedures still pending will be
included.
8.6 Acceptance
Neither endorsement of the Acceptance Test results nor the
issuance of a Letter of Acceptance will be delayed because of
minor (level 4 or below) defects of Equipment or Software.
Motorola will
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expeditiously correct such reproducible defects, if any,
within 90 days after Conditional Acceptance.
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EXHIBIT "D"
TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM
IMPLEMENTATION ENGINEERING, SITE PREPARATION, INSTALLATION AND INTEGRATION
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"D" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
1.0 SCOPE OF WORK
1.1 Customer shall provide all Site acquisition and Site
development efforts. Customer shall be responsible for
architectural engineering drawings. Motorola shall be
responsible for installation and integration of Fixed Network
Equipment (FNE).
1.2 Customer shall pay the prices for Expansion Engineering,
Installation, and Integration as set forth in the iDEN
Infrastructure Price Book at the then current rate.
1.3 All drawings, specifications and other documentation furnished
by Motorola will be in English. Drawings created by Motorola
specifically for this Agreement will utilize metric
measurements. Standard drawings, specification sheets and
other documentation will be furnished using the measurements
as published by the provider. Motorola will attempt to obtain
metric measurements if available from the provider.
1.4 All drawings, specifications and other documentation furnished
by Customer, including notations made by Customer on Motorola
furnished drawings shall be in English.
2.0 COMMENCEMENT OF WORK
2.1 System Implementation Engineering shall commence upon the
execution of the purchase order and formulation of the
preliminary System definition as specified by Customer and
Motorola.
2.2 Site acquisition shall commence in accordance with the dates
contained in the Implementation Schedule of the specific
Purchase Agreement.
2.3 Installation and integration by Motorola shall commence in
accordance with the Purchase Agreement Implementation
Schedule.
3.0 SITE ACQUISITION
3.1 All Site acquisitions must be complete within the time frame
defined in the Purchase Agreement Implementation Schedule to
assure inclusion in the acceptance testing and Conditional
Acceptance of the System or System Expansion. Site acquisition
by Customer is that process from Site selection through lease
or purchase negotiation. Building permits and other
entitlements, inclusive of zoning deviations, are a part of
Site acquisition. Once the Site is ready for construction
and/or alteration, this responsibility is fulfilled.
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3.2 ***NOTE***
Avoid zones which are prone to or consist of: flammable
material storage buildings, frequent grass and brush fires,
hazardous materials, hazardous processes, flood planes,
landfills, radon gas, excessive vibration, or areas which may
be prone to railroad or vehicular mishaps.
4.0 iDEN SYSTEM IMPLEMENTATION ENGINEERING
After Sites have been released to Motorola by Customer, iDEN
Implementation Engineering shall be performed. This shall include a
Site appraisal and installation analysis. The iDEN Implementation
Engineering shall be performed as follows:
4.1 Customer will select all Sites. Following Site selection,
Motorola will conduct a Site appraisal and installation
analysis which shall be used to determine the required tasks,
material and effort necessary for installation and
integration.
4.2 Upon completion of the Site appraisal and installation
analysis Motorola will provide Customer with a list of all
tasks which need to be accomplished prior to the System's
equipment installation and integration.
4.3 Additionally, Motorola shall prepare Site-specific FNE and
Motorola-supplied ancillary equipment lists. Pre-construction
documentation developed therefrom shall include:
4.3.1 Site layouts.
4.3.2 Wiring diagrams.
4.3.3 Rack layout diagrams for equipment to be installed
during the initial construction cycle.
4.3.4 Wiring lists.
4.3.5 Block and level diagrams.
4.3.6 Overall iDEN System diagram and an iDEN System block
and level diagram.
4.4 Customer is responsible for the public switched telephone
network ("PSTN") configuration, including the Dial Plan and
design.
5.0 SITE PREPARATION
5.1 Standards
Customer shall provide all Site Development Services. Customer
shall furnish all labor and material necessary to prepare and
complete each Site in compliance with all applicable codes,
inclusive of the Architectural Engineering Drawings and
Motorola applicable standards, and in accordance with the
project's Implementation Schedule. All Site acquisition must
be completed in accordance with the Implementation Schedule to
assure inclusion in acceptance testing and Conditional
Acceptance of the System or System Expansion.
5.2 Scope of Work Existing Site
Below are the standard requirements which should be met in
order for the Sites to be considered acceptable to Motorola
under normal business conditions. Deviations to these criteria
must be reviewed and approved by Motorola on a case-by-case
basis.
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5.2.1 Existing Building Site Requirements
5.2.1.1 Structure must safely support the floor load
of current and future system equipment
requirements, which is subject to change.
5.2.1.2 Walls, ceilings, and enclosures must
accommodate approved equipment layouts.
5.2.1.3 Area should be a minimum of 200 square feet
usable space with ceilings that will
accommodate approved equipment layouts
(Minimum Ceiling Height 8'6" - Maximum
12'0"). The building must provide adequate
access for construction, installation, and
material movement. Should space be
unavailable which meets the provisions of
this Section, Motorola System Engineering
must be notified prior to equipment
manufacture.
5.2.1.4 A 5 ohm resistance measured between the
building and earth ground in accordance with
the Motorola grounding specification
document R-56 must be available within 20
feet of the equipment to meet Motorola
engineering specifications.
5.2.1.5 Power shall be within 20 feet of the
equipment room and provide either 120/240V
AC, single phase, or 208V, three phase at
200 amps to allow for future expansion of
equipment.
5.2.1.6 Motorola suggests that antennas be mounted
within 150 feet of the equipment thus
allowing the use of 7/8 inch coaxial cable.
In those cases where longer feed lines are
necessary, coaxial cable size must be
adjusted accordingly by the change process.
5.2.1.7 Must meet or exceed all local building
codes.
5.2.1.8 Compliance with site specific safety codes
as contained in the local regulations and
codes.
5.2.1.9 Doors, lock sets, and/or security devices
(Customer provided) must be in place and
functioning.
5.2.1.10 Provisions must be made to allow
installation of all cables in a non-plenum
space.
5.2.2 Existing Building Architectural Engineering
Requirements. (This section is a list of the items
that are typically required from the Architectural
Engineering provider. This is Customer's
responsibility.)
5.2.2.1 Site Plan
5.2.2.1.1 Entire property and leased area
fully dimensioned.
5.2.2.1.2 Existing structural drawings.
5.2.2.1.3 Existing street, driveways,
utilities, easements drawings.
5.2.2.1.4 Dimensions from proposed
structures to property lines,
other structures.
5.2.2.1.5 Elevations with dimensions of
existing towers and antennas.
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5.2.2.1.6 Ownership identification
documents.
5.2.2.1.7 Legal descriptions.
5.2.2.1.8 Flood plane documents where
required.
5.2.2.1.9 Special city code documentation
where required.
5.2.2.1.10 Floor loading-structure
specifications.
5.2.2.2 Mechanical Plans
5.2.2.2.1 For existing structures.
5.2.2.2.2 Floor plans, mechanical
equipment, duct work, piping.
5.2.2.2.3 Specifications.
5.2.2.2.4 Local requirements and
restrictions.
5.2.2.3 Electrical Plans
5.2.2.3.1 Floor plans, single line and
panel schedule.
5.2.2.3.2 Specifications.
5.2.2.3.3 Local requirements.
5.2.2.3.4 Ground systems including details
and specifications.
5.2.2.4 Tower Drawings (by the party performing
tower installation)
5.2.2.4.1 Details (foundations included).
5.2.2.4.2 Structural analysis.
5.2.2.5 Shelter Drawings (by the provider of the
shelter).
5.2.2.5.1 Details with elevations,
placement and dimensions by
architectural engineering
provider.
5.2.2.5.2 Approved as necessary by
appropriate governmental
authorities and stamped by
shelter provider.
5.2.3 Site preparation tasks to be performed by Customer
shall include:
5.2.3.1 Install air conditioning system and/or
forced air ventilation system.
5.2.3.2 Install wall feed through port for
transmission lines.
5.2.3.3 Provide three-phase AC distribution system,
including lighting and convenience outlets.
5.2.3.4 Ground system tied to building ground.
5.2.3.5 Construction and installation of electrical
shield (if required).
5.2.3.6 Installation of cable ladder.
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5.2.3.7 Installation of seismic bracing.
5.2.3.8 Mount and test antennas and transmission
lines and any tower-mounted amplifiers that
may be required.
5.2.3.9 Installation and testing of telephone
services.
5.2.3.10 Site clean up and trash removal.
5.2.3.11 Project Management and field supervision
exclusive of FNE equipment.
5.3 Scope of Work Vacant Property Site (Scope may vary based on
Site specific requirements)
5.3.1 Vacant Property Shelter Site Requirements:
5.3.1.1 Site is assumed to be a vacant plot of
cleared land that has sufficient area and
with ingress and egress which will allow the
installation of the required building and
antenna structure.
5.3.1.2 The site is assumed to have normal soil.
Normal soil is defined as a cohesive soil
with an allowable net vertical bearing
capacity of 4,000 pounds per square foot,
and an allowable net horizontal pressure of
400 pounds per square foot per linear foot
of depth to a maximum of 4,000 pounds per
square foot. Rock, non-cohesive soils, or
saturated or submerged soils are not to be
considered normal soil. In addition, the
soil shall be suitable for mechanical
backhoe excavation and no forming
requirements for pouring sub-surface
concrete should be considered.
5.3.2 Vacant Property Architectural and Engineering Drawing
Requirements to be provided by Customer. (In all
cases the information furnished for each Site is
based on the specific Site selected and the local
conditions, ordinances, codes, etc.)
5.3.2.1 Site Plan
5.3.2.1.1 Topographic and drainage
information and calculations.
5.3.2.1.2 Existing structural drawings.
5.3.2.1.3 Existing street, driveways,
utilities, easements.
5.3.2.1.4 Dimensions from proposed
structures to property lines,
other structures.
5.3.2.1.5 Setbacks.
5.3.2.1.6 Ownership documentation.
5.3.2.1.7 Legal descriptions.
5.3.2.1.8 Flood plane information.
5.3.2.1.9 Local seismic codes.
5.3.2.1.10 Fire Protection.
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5.3.2.2 Foundation Plans
5.3.2.2.1 Details, plans and elevations for
tower and shelters.
5.3.2.2.2 Soils recommendations.
5.3.2.3 Tower Drawings
5.3.2.3.1 Details (foundation included by
tower provider).
5.3.2.3.2 Structural steel license (where
required).
5.3.2.3.3 Wooden tower approved as
necessary by appropriate
governmental authorities.
5.3.2.4 Shelter Drawings
5.3.2.4.1 Details (foundations included)
with elevations, placement and
dimensions.
5.3.2.4.2 Approved as necessary by
appropriate governmental
authorities and stamped by
shelter provider.
5.3.2.5 Landscaping Plans
5.3.2.5.1 If required, detail size,
species, number location,
irrigation with details, and
material lists.
5.3.3 Vacant property site preparation tasks provided by
Customer shall include where appropriate:
5.3.3.1 Soil boring and analysis.
5.3.3.2 Certified drawings for tower, building and
foundations.
5.3.3.3 Appropriate layouts and drawings.
5.3.3.4 Identification of existing or required
utilities.
5.3.3.5 Construction of building and tower
foundation based on soil analysis.
5.3.3.6 Assembly of building on Site (where
required).
5.3.3.7 Erection of tower, installation and test of
antennas, and transmission line.
5.3.3.8 Building electrical wiring connections.
5.3.3.9 Connection and testing of HVAC.
5.3.3.10 Installation and testing of telephone
services.
5.3.3.11 Building and tower grounding system per
Motorola Systems Engineering specifications.
5.3.3.12 Construction and installation of electrical
shielding (if required).
5.3.3.13 Construction of access road or driveway as
required.
5.3.3.14 Site fencing as desired by Customer.
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5.3.3.15 Final site grading (where required).
5.3.3.16 Landscaping (where required).
5.3.3.17 Site clean up and trash removal.
5.3.3.18 Program management and field supervision.
5.3.4 Existing building Site requirements in Section 5.2.1
also apply to buildings constructed on vacant Sites.
5.4 Scope of Work - Switch Site
5.4.1 Switch Site Requirements:
5.4.1.1 Existing building Site requirements in
Section 5.2.1 also apply to the Switch Site,
unless modified in this section.
5.4.1.2 Site is assumed to be an existing building
of suitable size to house the Switch
equipment and power supplies, inclusive of
space for offices and storage.
5.4.1.3 Area should accommodate approved equipment
layouts, house support personnel and provide
storage for repair equipment. Cable tray
height of between 8'6" to 9'6" is required,
with adequate access for construction,
installation, and material movement.
5.4.1.4 Power shall be within reasonable distance of
the equipment room and provide AC, three
phase, at sufficient amperage to support the
MSO equipment configuration.
5.4.2 Switch Site Architectural Engineering Requirements:
5.4.2.1 Reference 5.2.2.
5.4.3 When appropriate Customer will provide:
5.4.3.1 Structural analysis and certification for
existing buildings.
5.4.3.2 Certified drawings of building layout
modifications and the appropriate building
subsystems.
5.4.3.3 Air conditioning system as required to
support the equipment configuration and
personnel.
5.4.3.4 Adequate electrical service to support
electrical distribution system, including
lighting and convenience outlets, DC power
plant, and inverters to support the MSO.
5.4.3.5 A stand-by generator, as required, and
transfer equipment.
5.4.3.6 Building ground system compliant with
Motorola grounding standards specified in
R-56.
5.4.3.7 Ground loop tied to building ground.
5.4.3.8 Adequate space for 48 V battery system sized
to provide eight (8) hours of system
operation without recharge.
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5.4.3.9 Cable ladder system.
5.4.3.10 Fire suppression, external alarms, and
security systems.
5.4.3.11 Site clean up and trash removal.
5.4.3.12 Program management and field supervision.
6.0 INSTALLATION AND INTEGRATION
6.1 Standards
All Site Preparation must be completed in accordance with the
project's Implementation Schedule to assure inclusion in
acceptance testing and Conditional Acceptance of the System or
System Expansion. Customer shall furnish all labor and
materials necessary to prepare and complete each Site in
compliance with all applicable codes and in accordance with
the Implementation Schedule.
Customer will advise Motorola upon completion of MSO Site
preparation. Motorola will commence installation and
integration only after this notification of "READY for FNE" is
made. The equipment will be installed and integrated by
Motorola in accordance with the following standards:
6.1.1 All work shall be performed by skilled Motorola
personnel and qualified subcontractors approved by
Motorola.
6.1.2 Motorola parts or parts of equal quality will be
used.
6.1.3 The work will be performed in accordance with the
instructions and techniques as described in the
manuals supplied by the equipment vendor.
6.1.4 All grounding shall be in conformance with Motorola
systems engineering requirements.
6.2 Unless otherwise agreed by the parties, Motorola shall install
and integrate the System or System Expansion as specified in
the Agreement when the Site is listed "Ready for FNE." A Site
is "FNE Ready" at the point in time when the installation team
can deliver, install, integrate, and test all of the FNE and
associated ancillary equipment in a continuous, uninterrupted
manner. "Ready for FNE" is further defined as, but is not
limited to, the following conditions being met:
6.2.1 Lease agreement commenced.
6.2.2 All construction work has been completed. This
includes but is not limited to the completion of
interior finishes (including all paint and floor
covering), electrical work (including all lighting,
convenience outlets, grounding and bonding), cable
ladder (installed and grounded), and HVAC systems
fully operational.
6.2.3 Final inspection granted.
6.2.4 Power activated.
6.2.5 Access and security issues resolved (24 hour access
and theft security provided).
6.2.6 Construction punchlist complete.
6.2.7 Telephone company circuits, and any associated
modems, installed and tested.
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6.2.8 Antennas, transmission lines, poly phasers,
grounding, and bonding installed and tested on
prepared support structures, per specifications.
6.3 FNE Installation and Integration
6.3.1 Install and interconnect the battery/charger
equipment to Customer-provided commercial power
source.
6.3.2. Unpack and position cabinets and racks and fasten to
the floor, if required. Include earthquake bracing as
applicable.
6.3.3 Interconnect and lace or tie-wrap all cables and
wiring on the Motorola-supplied equipment.
6.3.4 Connect equipment to Customer-provided commercial
power cables.
6.3.5 Program all iDEN FNE Software with iDEN System data.
6.3.6 Load the System Software.
6.3.8 Perform any other tests or adjustments required by
Motorola to verify that the iDEN System or System
Expansion is operating according to the agreed
specifications.
6.3.9 Verify and test proper operation of alarm system.
6.3.10 Place all refuse in Customer provided trash
receptacles.
6.4 Upon completion of the above procedures, Motorola will inform
Customer that the System is ready for formal acceptance
testing as set forth in Exhibit "C."
7.0 CUSTOMER RESPONSIBILITIES
7.1 Customer is responsible to negotiate all leases and/or
purchases of all Sites.
7.2 Customer is responsible for obtaining any required operating
authority to install or operate the System, including, without
implied limitation, radio licenses, governmental
authorizations and approvals, local zoning approvals,
environmental impact studies and waivers, and building
permits.
7.3 Information, documentation, facilities and services under
Customer's control or those documents not furnished by
Motorola shall be furnished by Customer in a timely manner to
facilitate the orderly progress of the work in accordance with
the project's Implementation Schedule. Included, without
implied limitation, shall be: access and right of entry to all
Sites; regulatory filing information; floor plans; and any
supporting documents which may affect Site engineering,
installation analysis, acquisition, permitting and
construction.
7.4 Customer will be responsible for warehousing, reloading,
transporting, off-loading and moving the equipment onto the
permanent Site. Customer will bear the responsibility for
safekeeping and warehousing of the equipment in environmental
conditions as set out in the specifications. Motorola agrees,
with the exception of certain drop ship type equipment
(antennas, lines, combiners, etc.), not to ship equipment
prior to the scheduled dates without Customer's prior
approval. Motorola agrees to make a reasonable effort to batch
the equipment.
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7.5 To the fullest extent possible, Customer shall negotiate 24
hour per day Site availability during installation and the
maintenance period. Site access includes providing Motorola
with keys, pass codes, security clearances, escort, etc.,
necessary to gain entrance to and exit from the work area.
Should a specific Site not be made available 24 hours per day,
response will commence at the beginning of the access time
frame. Response time ends at the access route to remote high
Sites.
7.6 Customer is at all times responsible for the costs of
commercial AC power usage, building air conditioning and
facility access issues.
7.7 Customer is responsible for telephone service, inclusive of
cables and wiring, which shall be run to the immediate area of
the Motorola-supplied equipment, i.e., to the same room or
within twenty (20) cable feet of the termination point of the
equipment, whichever is closer.
7.8 In the event that Customer fails to meet any of its
responsibilities and such failure results in any delays to the
agreed upon Implementation Schedule, Customer and Motorola
shall negotiate in good faith a revised Implementation
Schedule and additional costs, if necessary, reflecting the
effect of those delays.
8.0 RIGHT TO SUBCONTRACT
Motorola and Customer shall have the right to subcontract the Site
installation work in whole or in part.
9.0 SUPERVISION
Motorola shall provide Program Management to supervise the installation
and integration of the iDEN System or System Expansion. Customer shall
appoint a System Manager who shall have authority to make changes that
may be required during the installation.
10.0 OUT OF SCOPE WORK
Out of scope work requested by Customer to be performed by Motorola and
not specified in this Exhibit "D" required to complete installation or
integration shall be authorized in writing via a formal change order by
Customer prior to the commencement of such work as set forth in the
Changes section in the Agreement.
11.0 SYSTEM ACCEPTANCE
Within seven (7) days after Motorola has advised Customer that any
increment or all of the System or System Expansion is complete,
Customer shall furnish representatives to witness acceptance testing as
set forth in the Acceptance Test Plan (ATP) and Exhibit "C." In the
event Customer does not furnish representatives within the time frame
above, Motorola may proceed with the acceptance tests and send Customer
a written report of the acceptance test results, which results shall be
as valid as if Customer representatives had personally witnessed the
ATP.
12.0 FREQUENCY MANAGEMENT RECORDS
Provision and maintenance of records required by appropriate frequency
management authorities are the sole responsibility of Customer.
13.0 BUILDING SPECIFICATIONS
No Site buildings are to be provided by Motorola. However, all System
Site buildings are to be in accordance with applicable Motorola
specifications.
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EXHIBIT "E1"
TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA, INC.
AND
TRICOM
SYSTEM HARDWARE MAINTENANCE
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"E1" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
This Exhibit sets forth Motorola's technical maintenance obligations
(collectively, the "System Hardware Maintenance") with respect to FNE Equipment
during the warranty periods stated in Section 8 of the Agreement and any
maintenance options purchased by Customer.
Motorola shall provide its " System Hardware Maintenance Plan," as set forth in
Schedules A and B below during the initial warranty period for each item of FNE
Equipment purchased under the Agreement. The maintenance services in Schedule B
are included in the FNE item's warranty purchase price and shall be provided for
a period of fifteen (15) months after the date of Conditional Acceptance. An
optional maintenance service, referred to as "Optional Local Engineering Support
Services," is also offered by Motorola as set forth in Schedule C below. The
maintenance option, when selected by Customer, must be procured in accordance
with pricing in the iDEN Infrastructure Price Book.
SERVICE PLAN
The following is a description of the scope of work to be provided by Motorola
under Motorola's System Hardware Maintenance Plan (see Schedules A and B) and
Optional Local Engineering Support Services (see Schedule C).
1. SCOPE
1.1 Motorola shall maintain each FNE product covered by a
maintenance plan according to the terms and conditions set
forth herein and for the prices referenced above and in
Section 8 of the Agreement.
1.2 The System Hardware Maintenance Plan shall be provided during
the FNE Equipment warranty period as defined in Section 8 of
the Agreement. The individual segments of the plan may be
extended thereafter at Motorola's then current rates. The plan
shall consist of the following:
1.2.1 Schedule A: Telephone Technical Support
1.2.2 Schedule B: Depot Repair Maintenance.
1.3 The optional maintenance services listed below will be
provided when separately purchased in accordance with the iDEN
Infrastructure Price Book:
1.3.1 Schedule C: Optional Local Engineering Support
Services.
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2. CUSTOMER RESPONSIBILITIES
Customer shall:
2.1 Appoint a System Manager for each system and supply Motorola
with the name, address and telephone number of the System
Manager who shall be responsible for coordination with
Motorola personnel and who shall, at the option of the
Customer System Manager, make available a Customer
Representative during Motorola performance of Services.
2.2 Control site environmental conditions including but not
limited to temperature, humidity, voltage, VSWR, etc.
according to FNE specifications.
2.3 Provide reasonable facilities including, but not limited to,
secure storage space, a designated work space with adequate
temperature control and light, and use of all FNE and
communications facilities, including access to a telephone
line.
2.4 Supervise and perform all normal day-to-day System operational
activities.
2.5 Perform System restarts or other maintenance activity as
directed by Motorola service manuals prior to initiating a
service call for any System problem unless previously
instructed otherwise by a Motorola representative.
2.7 Furnish, maintain and repair equipment, products, and services
supplied by:
2.7.1 The local telephone company (which include but are
not limited to local exchange interface),
2.7.2 Vendors other than Motorola, and
2.7.3 Vendors of mobile and/or other portable subscriber
units.
2.9 Procure its desired test equipment for its own use.
2.10 Procure and stock Field Replaceable Units ("FRUs").
3. SCHEDULE A: TELEPHONE TECHNICAL SUPPORT
With Respect to FNE equipment, Motorola shall provide Customer a
telephone number for access to unlimited twenty-four (24) hour seven
(7) days a week telephone technical support from a Motorola supplied
central support function in Schaumburg, Illinois.
4. SCHEDULE B: DEPOT REPAIR SERVICE
Motorola shall provide depot repair of Field Replaceable Units (FRUs)
at a Motorola repair facility or a repair facility authorized by
Motorola in accordance with Section 8.1 of the Agreement and the terms
set forth below:
4.1 Customer shall determine and identify all FRUs indicated to be
defective and ship, prepaid by Customer, said defective
equipment to the designated Motorola repair facility. Customer
must provide a summary of the nature of the defect. Customer
must also choose a reasonable method of shipment so that FRU
is received on a timely basis. Failure to adhere to these
steps may result in repair delays.
4.2 Motorola will repair and test all defective FRUs and will
return said FRUs to Customer at a location designated by
Customer within a reasonable time after receipt at the
Motorola authorized repair location. Motorola shall pay for
shipping to Customer's location.
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5. SCHEDULE C: OPTIONAL LOCAL ENGINEERING SUPPORT SERVICES
The following Service option is offered by Motorola to Customer
concurrently with the maintenance service contained in Schedules A and
B during the warranty period and may be extended on an annual basis.
5.1 Local Engineering Support
Motorola shall provide local engineering support to Customer
in accordance with the selected MSO warranty in the iDEN
Infrastructure Price Book for each new switch purchased. Said
engineering support shall aid in troubleshooting switch
issues, provide telephone support to troubleshoot issues for
remote BSC and EBTS sites, and be available during Customer's
normal working hours (the equivalent of 8:00 am to 5:00 pm),
Monday through Friday.
6. SERVICE LIMITATIONS AND EXCLUSIONS
The following applies to any of the Maintenance Plans contained in this
Exhibit.
6.1 Service does not include installation for System hardware
expansions requested by Customer.
6.2 Service does not include: normal system operating
responsibilities; the provision of operating supplies or
replacement of consumable supplies; electrical work external
to the Switch; or any other functions not required per this
Exhibit "E".
6.3 Service does not include maintenance or repair of towers,
antennas, transmission lines, telephone lines, microwave
equipment, building's HVAC, or back-up generators unless such
products are provided by Motorola.
6.4 Movement of equipment and reinstallation by anyone not
authorized by Motorola may void any obligation or warranty by
Motorola. Such authorization by Motorola will not be
unreasonably withheld.
6.5 Customer shall not modify, remove, or obliterate the bar code,
serial number, or other identifying mark(s) on the products.
Any Product so altered and in need of repair shall be repaired
at the sole discretion of Motorola.
6.6 Motorola shall have no obligation to repair or replace items
when such repair or replacement is caused by the following:
6.6.1 An event of Force Majeure. However, Motorola agrees,
upon Customer's request, to participate with Customer
and make an assessment with respect to any damage as
a result of such event and to provide a quotation
with respect to the repair and/or replacement of the
items damaged.
6.6.2 Acts of vandalism.
6.6.3 Attempts by other than personnel authorized by
Motorola to repair, maintain, install or modify the
equipment, or if the product is used in other than
its normal and customary manner;
6.6.4 Customer's failure to maintain prescribed
environmental conditions or external electrical
tolerances.
6.6.5 Damage which occurs during shipment from Customer to
Motorola.
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6.6.6 Replacement or malfunction of consumable items such
as printing ribbons.
6.6.7 Failure of any part of the Interconnected Carrier
equipment.
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EXHIBIT "E2"
TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA, INC.
AND
TRICOM
SOFTWARE SYSTEM MAINTENANCE
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"E2" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
This Exhibit sets forth Motorola's technical maintenance obligations
(collectively, the "Software System Maintenance") with respect to Software
during the warranty periods stated in Section 9 of the Agreement. Upon the
expiration of the initial warranty period Customer shall purchase the Software
Maintenance Program pursuant to Section 8.5 of the Agreement.
Motorola shall provide its "Software System Maintenance Plan," as set forth in
Schedules A and B during the initial warranty period for Software purchased
under the Agreement. The services in Schedules A and B are provided under the
terms of the annual Software Maintenance Program (SMP).
SERVICE PLAN
The following is a description of the scope of work to be provided by Motorola
under Motorola's Software System Maintenance.
1. SCOPE
1.1 Motorola shall maintain each Software product covered by a
maintenance plan according to the terms and conditions set
forth herein and for the prices referenced above and in
Section 8 of the Agreement.
1.2 The Software Maintenance Plan shall be provided during
warranty period as defined in Section 8 of the Agreement. The
individual segments of the plan may be extended thereafter at
Motorola's then current rates. The plan shall consist of the
following:
1.2.1 Schedule A: Telephone Technical Support
1.2.2 Schedule B: Software Maintenance.
2. CUSTOMER RESPONSIBILITIES
Customer shall:
2.1 Appoint a System Manager for each System and supply Motorola
with the name, address and telephone number of the System
Manager who shall be responsible for coordination with
Motorola personnel and who shall, at the option of the
Customer System Manager, make available a Customer
Representative during Motorola performance of Services.
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2.2 Control site environmental conditions including but not
limited to temperature, humidity, voltage, VSWR, etc.
according to Motorola specifications.
2.3 Provide reasonable facilities including, but not limited to,
secure storage space, a designated work space with adequate
temperature control and light, and use of communications
facilities, including access to a telephone line.
2.4 Supervise and perform all normal day-to-day System operational
activities.
2.5 Perform System restarts or other maintenance activity as
directed by Motorola Software manuals prior to initiating a
service call for any System problem unless previously
instructed otherwise by a Motorola representative.
2.6 Assist Motorola in Motorola's diagnosis of reproducible
Software malfunctions and cooperate with Motorola remote and
local personnel as they provide technical supervision and
support to Customer's maintenance technicians.
2.7 Furnish, maintain and repair equipment, products, and services
supplied by:
2.7.1 The local telephone company (which include but are
not limited to local exchange interface),
2.7.2 Vendors other than Motorola, and
2.7.3 Vendors of mobile and/or other portable subscriber
units.
2.8 Supervise, manage and control its use of the licensed Software
including but not limited to:
2.8.1 Assuring proper machine configuration, program
installation, audit controls and operating methods;
2.8.2 Implementing adequate backup plans, based on
alternate procedures to diagnose, patch and repair
Software defects in the event of a Software
malfunction; and
2.8.3 Implementing sufficient procedures and checkpoints to
satisfy Customer's requirements for security and
accuracy of input and output as well as restart and
recovery in the event of malfunction. Such procedures
and checkpoints will be provided to and followed by
Motorola.
2.9 Procure its desired test equipment for its own use.
3. SCHEDULE A: TELEPHONE TECHNICAL SUPPORT
Motorola shall provide Customer a telephone number for access to
unlimited twenty-four (24) hour seven (7) days a week telephone
technical software support from a Motorola supplied central support
function in Schaumburg, Illinois.
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5. SCHEDULE B: SOFTWARE MAINTENANCE PROGRAM ("SMP")
Pursuant to Section 9.4 of the Agreement, the subsections below set
forth SMP general terms, the proposal set forth in Exhibit "A" further
defines the SMP services and pricing for 2000, and Motorola
periodically shall make proposals governing SMP services and pricing
for the remaining portions of the term of the Agreement. The license
for Software provided during the SMP shall be provided in accordance
with Exhibit "F" to the Agreement.
5.1 Definitions
CERTIFICATION - The approval by Motorola that Customer's
current Software is in acceptable condition for coverage under
the Software Maintenance Program.
FEATURE - A new Software functionality or substantial
performance improvement that is made available to Customer for
the then current Software release.
FIRMWARE - Software in object code form that is implanted in
hardware such as, by example and not limitation: ROM (Read
Only Memory); PROM (Programmable Read Only Memory); or EPROM
(Erasable Programmable Read Only Memory).
MAJOR RELEASE - The issue of Software and any superseding
issue thereof which adds to, improves, or enhances existing
Software Features and capabilities involving more extensive
changes to the underlying source code or the user interface
than Is the case in a Point Release. A Major Release may also
correct defects in earlier releases.
NEW FEATURE RELEASE - A Major Release which contains one or
more new Features.
POINT RELEASE - A superseding issue of the Software which adds
to, improves, or enhances existing Features and capabilities
of the Major Release of Software with which it is associated.
A Point Release may also correct defects in earlier releases.
REHOSTING - The integration of SP Software into Customer's
current release of Software.
SOFTWARE PATCH - Software that corrects or removes a
reproducible anomaly or "bug" in an existing Major Release.
SOFTWARE UPDATES - Those Software "fixes" and "patches" issued
by Motorola which correct a reproducible service-affecting
defect in a Major Release of the Software, whether or not such
defect applies to Software furnished to Customer under this
Agreement. Software Updates do not include Point Releases or
Major Releases, and do not represent an upgrade to or
enhancement of existing Software performance levels.
SPECIAL PRODUCT SOFTWARE (SP) - Features developed for
Customer which contain Customer unique features and/or
functionality.
5.2 All Major Releases and Software Updates (not Optional
Features) made available by Motorola to any other iDEN
customer shall be made available to Customer free of charge
(except for SMP charges).
5.3 Optional Features and SP Software may be included in SMP at
additional cost which shall be added to the base SMP rate and
included as part of the annual audit set forth in Section
5.14.
5.4 Travel and associated expenses for on-site visits by Motorola
personnel are not covered by this SMP unless, in Motorola's
judgment, such travel is required to perform the warranty work
or is
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provided for under the "iDEN System Software Loading Support
Services"section of the Clearnet 1999 SMP Proposal set forth
in Exhibit "O".
5.5 Customer may purchase Motorola FNE additions required to
accommodate new features and/or functionality at an additional
charge to Customer as set forth in the iDEN Infrastructure
Price Book. Motorola shall notify Customer of any additional
hardware requirements as soon as they are aware that such
additional hardware is necessary. Motorola's failure to notify
Customer of material changes in hardware, when known prior to
Customer order for such features or functions, will result in
cancellation of the original order and allowance for the
Customer to reconsider its wish to proceed.
5.6 After completion of an SMP coverage period, if Customer
declines to purchase and extend the SMP for a future term or
if Customer terminates a subsequent SMP and thereby allows SMP
coverage to lapse for a System, Motorola must certify (as
described in Section 5.7 herein) the System before Motorola
will make the SMP available to Customer for such System for
another term.
5.7 Certification for SMP consists of the following: (1) Motorola
will audit Customer's System at Customer's expense; (2)
Motorola will identify the FNE and/or IPL that must be
purchased by Customer, if any, in order to bring Customer's
System to the current release level (this includes back
payment of all lapsed SMP); (3) Customer must acquire such FNE
and/or IPL; and (4) once Customer has purchased the necessary
items, Motorola will certify Customer's System and make SMP
available to Customer at the then current Motorola price.
5.8 While Customer is enrolled in the SMP, Motorola shall provide
all labor necessary to correct any service-affecting Software
defects for the full warranty period and for any period the
Software is covered by the SMP, without charge to Customer,
and in accordance with the warranty provisions contained in
Exhibit "F".
5.9 During the period SMP is purchased by Customer, Motorola shall
provide the services defined in Schedule A (Telephone
Technical Support) under SMP.
5.10 Customer shall be responsible for the first level of
maintenance, including but not limited to diagnosis and
isolation of reproducible Software malfunctions. In the event
of any such Software malfunction, Customer shall notify
Motorola immediately, followed by written confirmation of such
notice. Motorola will acknowledge receipt of verified
reproducible Software malfunctions and will promptly provide
such service as is necessary to correct service-affecting
defects in accordance with the published Motorola
specifications. Customer shall be responsible for the
installation of new Releases, Updates and associated Firmware.
5.11 SMP applies only to the Software as supplied or modified by
Motorola. Modifications, attempted modifications, or additions
to the Software by Customer or by any party other than
Motorola is a breach of the Software License contained in
Exhibit "F" to the Purchase Agreement and will void all
obligations of Motorola under the SMP.
5.12 Motorola shall have no obligation to support any Software
other than the current Release and the immediately preceding
Major Release.
5.13 The SMP supplied to Customer during the warranty period shall
be automatically renewed on a yearly basis. If Customer
desires not to renew SMP, Customer must notify Motorola a
minimum of ninety (90) days prior to the end of the warranty
period or any subsequent renewal period.
5.14 Customer shall agree to yearly audits by Motorola of Systems
configurations and capacities in order to calculate the new
SMP price. The new SMP price for the following year shall be
calculated at the end of each calendar year and shall be based
on the Products in Commercial Service at that time. If
Customers' initial SMP coverage expires prior to December 31,
the renewal
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period shall expire on December 31, and Customer shall be
charged for the pro rata amount of the SMP fee to cover the
period from expiration to December 31 of that year. The next
renewal period shall begin on January 1 of the next year.
6. SCHEDULE C: OPTIONAL LOCAL ENGINEERING SUPPORT SERVICES
The following Service option is offered by Motorola to Customer
concurrently with the maintenance service contained in Schedules A
through C during the warranty period and may be extended on an annual
basis.
6.1 Local Engineering Support
Motorola shall provide local engineering support to Customer
in accordance with the selected MSO warranty in the iDEN
Infrastructure Price Book for each new switch purchased. Said
engineering support shall aid in troubleshooting switch
issues, provide telephone support to troubleshoot issues for
remote BSC and EBTS sites, and be available during Customer's
normal working hours (the equivalent of 8:00 am to 5:00 pm),
Monday through Friday.
7. SERVICE LIMITATIONS AND EXCLUSIONS
The following applies to any of the Maintenance Service Plans contained
in this Exhibit.
7.1 Service does not include installation for System hardware
expansions requested by Customer.
7.2 Service does not include: normal system operating
responsibilities; the provision of operating supplies or
replacement of consumable supplies; electrical work external
to the Switch; or any other functions not required per this
Exhibit "E".
7.3 Service does not include maintenance or repair of towers,
antennas, transmission lines, telephone lines, microwave
equipment, building's HVAC, or back-up generators unless such
products are provided by Motorola.
7.4 Movement of equipment and reinstallation by anyone not
authorized by Motorola may void any obligation or warranty by
Motorola. Such authorization by Motorola will not be
unreasonably withheld.
7.5 Customer shall not modify, remove, or obliterate the bar code,
serial number, or other identifying mark(s) on the products.
Any Product so altered and in need of repair shall be repaired
at the sole discretion of Motorola.
7.6 Motorola shall have no obligation to repair or replace items
when such repair or replacement is caused by the following:
7.6.1 An event of Force Majeure. However, Motorola agrees,
upon Customer's request, to participate with Customer
and make an assessment with respect to any damage as
a result of such event and to provide a quotation
with respect to the repair and/or replacement of the
items damaged.
7.6.2 Acts of vandalism.
7.6.3 Attempts by other than personnel authorized by
Motorola to repair, maintain, install or modify the
equipment, or if the product is used in other than
its normal and customary manner;
7.6.4 Customer's failure to maintain prescribed
environmental conditions or external electrical
tolerances.
5
<Page>
7.6.5 Damage which occurs during shipment from Customer to
Motorola.
7.6.6 Replacement or malfunction of consumable items such
as printing ribbons.
7.6.7 Failure of any part of the Interconnected Carrier
equipment.
6
<Page>
EXHIBIT "F"
TO THE PURCHASE AND SALE AGREEMENT
BETWEEN
MOTOROLA, INC.
AND
TRICOM
SOFTWARE LICENSE
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the Purchase and Sale Agreement to which this document is Exhibit
F and to the other Exhibits to that Agreement, except as otherwise stated
herein. All definitions set forth in the Agreement shall apply hereto except as
otherwise expressly defined herein.
1. DEFINITIONS
FEATURES - Features include Optional Features and Standard Features.
INITIAL PROGRAM LOAD (IPL) - The Initial Program Load contains the
Operating System Software (O/SS) and the Standard Features of the
current Software Release.
INITIAL LICENSE FEE (ILF) - The Initial License Fee is the License Fee
for using the O/SS, and all Standard Features included in the IPL. This
fee does not cover the use of any Optional Features. This fee also does
not cover the use of Software on expansion equipment associated with
Network Elements, unless such expansion equipment is installed when
Customer pays the Initial License Fee.
LICENSE FEE - License Fee means the fee paid by Customer pursuant to
Section 6.1.4 of the Agreement for the right to use Software in
accordance with the terms of this Exhibit.
NETWORK ELEMENTS - Network Elements refer to the network infrastructure
components, including those component associates with Internet Protocol
(IP) network architecture. Network Elements include, but are not
limited to, the Fixed Network Equipment (FNE), and any expansions or
sub-components thereof. Network Elements may be either manufactured or
supplied by Motorola or by third parties.
NETWORK FEATURES - Network Features allow specialized communication
between any Network Elements.
OPERATING SYSTEM SOFTWARE (O/SS) - The O/SS brings the hardware
platform to a state of readiness that allows Standard and Optional
Features to run.
OPERATIONAL FEATURES - Operational Features improve the overall
non-call performance of the network. Non-call performance includes
increased call quality, increased availability and decreased cost of
ownership. Examples of Operational Features include Billing Features,
CAMP Terminal Expansions, Interference Cancellation, and Multiple Alarm
Expansions.
OPTIONAL FEATURES - Optional Features provide incremental functionality
beyond the Standard Release and require the purchase of individual
feature licenses. Optional Feature categories include Subscriber
Features, Network Features and Operational Features.
1
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SOFTWARE - Software is any computer program, including the O/SS, the
Features and any other computer program, whole or partial copies of a
computer program, adaptations, derivative works, modifications,
translations, updates or enhancements of all or part of a computer
program, documentation associated with a computer program, and the
techniques and ideas embodied and expressed in a computer program
(including but not limited to the structure, sequence and organization
of a computer program.) A computer program comprising Software under
this Agreement is in any medium (including but not limited to all types
of permanent or semi-permanent memory or storage devices, in hard-wired
logic instructions, or in any electronic medium) and in any form (for
example, human or machine-readable form), and a computer program is
furnished directly or indirectly by Motorola to Customer, or, to the
extent permitted under this Agreement, is a Customer's copy,
adaptation, derivative work, modification, translation, update or
enhancement of a computer program furnished directly or indirectly by
Motorola to Customer. The computer programs comprising Software may be
used solely in conjunction with the System Configuration.
Notwithstanding the foregoing, the term Software shall not include
third party computer programs provided under separate license
agreements such as shirk-wrap license agreements, or third party
computer programs not licensable under the terms of this Agreement,
such as third party computer programs provided under the free software
foundation's general public license. Any reference herein to Software
being "sold" or "purchased" shall in fact be deemed to be a reference
to Software being "licensed."
SOFTWARE RELEASE - A Software Release is a new version of Software that
contains new Standard Features, O/SS upgrades, and those Optional
Features that have been licensed separately and individually by
Customer.
STANDARD FEATURES - Standard Features are included in the current
Software Release at no additional charge. Included in the Standard
Features is the Call Processing functionality that allows the Network
Elements to operate as a wireless communications system.
SUBSCRIBER FEATURES - Subscriber Features are those that can either be
offered on a per-subscriber or per-traffic channel basis and/or which
are apparent as features to the subscriber. Examples of Subscriber
Features include Caller Preview Service, Message Waiting Notification
and Authentication.
SYSTEM CONFIGURATION - System Configuration means the combination of
Software and Network Elements installed in the System for which the
most recent License Fees due under the terms of this Agreement have
been paid by Customer. (For the purposes of this definition, a Network
Element does not include that expansion equipment associated with such
Network Elements if such expansion equipment has not yet been
installed.)
2. LICENSE GRANT
2.1 Concurrent with execution of the Agreement and subject to the
payment of applicable License Fees hereunder, Motorola grants
to Customer a personal, perpetual, revocable, limited,
non-exclusive and non-transferable license under applicable
copyrights and trade secret rights to use Software in
connection with the System Configuration. The term "use" means
to load, execute, store or display the Software, for the
purpose of operating or maintaining the System Configuration.
The term "maintain" means performing diagnostic and testing
functions consistent with Customer's obligation to provide
first echelon diagnosis under the Software warranty set forth
in the Agreement.
2.2 The following License Fees for the use of Software on the
initial System Configuration are set forth in Exhibit A of the
Agreement: (i) ILF; and (ii) License Fees for specified
Optional Features.
2.3 Changes to System Configuration and/or additional use of
existing Software (by Network Elements or subscribers) may
require payment of additional License Fees. Examples of
changes to System Configuration and/or additional Software
uses include, but are not limited to, the following:
(i) use of additional Optional Features;
(ii) increased capacity of Optional Features;
(iii) increased call processing capacity;
2
<Page>
(vi) expansion of Network Elements (e.g. increase in the
number of trunk shelves);
(vii) addition of Network Elements.
3. [LEFT BLANK ON PURPOSE]
4. LIMITATIONS ON USE OF SOFTWARE
4.1 The Software is Confidential Information of Motorola or its
licensors. Customer agrees to keep confidential, in accordance
with the terms of the Agreement, and not use, provide or
otherwise make available in any form any Software or its
contents, or any portion thereof, to any third party.
4.2 Customer shall not translate, modify, merge, adapt,
de-compile, disassemble, or reverse engineer the Software or
any portion thereof.
4.3 Customer shall notify Motorola in the event that it has
purchased Network Elements from a third party. Motorola shall
have the right to audit Customer's System Configuration at any
time for the purpose of calculating any additional License
Fees which may be due pursuant to Section 3.3. Notwithstanding
any Software warranty or other performance requirements
included in the Agreement, Motorola shall have no
responsibility for the operation of Software on components
that have not been originally packaged together by Motorola.
4.4 Subsequent transfers or sale of Network Elements by Customer
may require the transferee or purchaser to obtain a Software
license from Motorola, as well as payment of applicable
license fees, prior to the use of Software by the transferee
or purchaser. Customer shall notify Motorola upon such
transfer or sale in order to permit Motorola to grant a
Software license to the transferee or purchaser, if
appropriate.
5. RIGHT TO COPY, PROTECTION AND SECURITY
5.1 Software provided hereunder may be copied (for back-up
purposes only) in whole or in part, in machine-readable form
for Customer's internal use only, provided, however, that no
more than two (2) printed copies and two (2) machine-readable
copies will be in existence at any one time without the prior
written consent of Motorola, other than copies resident in the
System Configuration.
5.2 With reference to any copyright notice of Motorola associated
with Software, Customer agrees to include the same on all
copies it makes in whole or in part. Motorola's copyright
notice may appear in any of several forms, including
machine-readable form. Use of a copyright notice on the
Software does not imply that such has been published or
otherwise made generally available to the public.
5.4 SOFTWARE AND ANY COPY OF SOFTWARE IS THE SOLE AND EXCLUSIVE
PROPERTY OF MOTOROLA OR ITS LICENSORS AND NO TITLE OR
OWNERSHIP RIGHTS TO THE SOFTWARE OR ANY OF ITS PARTS IS
TRANSFERRED TO CUSTOMER.
5.5 Customer acknowledges that it is the responsibility of
Customer to take all reasonable measures to safeguard Software
and to prevent its unauthorized use or duplication. In the
event that Customer discovers the unauthorized use or
duplication of Software, Customer shall notify Motorola in
writing and provide reasonable assistance in securing such
unauthorized Software.
6. REMEDIES
Customer acknowledges that violation of the terms of this Exhibit or
the Agreement shall cause Motorola irreparable harm for which monetary
damages may be inadequate, and Customer agrees that Motorola may seek
temporary or permanent injunctive relief without the need to prove
actual harm in order to protect Motorola's interests.
3
<Page>
7. TERMINATION
7.1 Any license granted hereunder may be terminated by Customer
upon one (1) month's prior written notice.
7.2 Motorola may revoke any license granted hereunder if Customer
is in default of any of the terms and conditions of the
Agreement or Exhibits, and such revocation shall be effective
if Customer fails to correct such default within ten (10) days
after written notice thereof by Motorola.
7.3 Within one (1) month after termination or revocation of any
license, Customer shall furnish to Motorola a document
certifying, through its best efforts and to the best of its
knowledge, the original and all copies in whole or in part of
all Software, in any form, including any copy in an updated
work, have been returned to Motorola or destroyed.
8. LICENSEE RIGHTS
8.1 Nothing contained herein shall be deemed to grant, either
directly or by implication, estoppel, or otherwise, any
license under any patents or patent applications of Motorola
or Motorola's licensors, except where a license may arise by
operation of law, and only to the extent that such license is
necessary to operate the System.
8.2 During the term of the license granted pursuant to Section 2
herein and for a period of one year after expiration or
termination, Motorola, its licensor(s), or their
representatives may, upon prior notice to Customer: (i)
inspect the files, computer processors, equipment, facilities
and premises of Customer during normal working hours to verify
Customer's compliance with this Agreement; and (ii) while
conducting the inspection, copy or retain any item that
Customer may possess in violation of the license or the
Agreement.
8.3 Customer acknowledges that the provisions of this Exhibit are
intended to inure to the benefit of Motorola and its
licensors. Customer acknowledges that Motorola or its
licensors have the right to enforce these provisions against
Customer, whether in Motorola's or its licensor's name.
8.4 Third party computer programs not licensable under the terms
of this Agreement, such as third party computer programs
provided under the Free Software Foundation's General Public
License, are only licensed to the extent allowed by the
original licensor.
Pursuant to Customer's request, with respect to computer
programs provided under the Free Software Foundation's General
Public License ("Freeware Programs") (i) such freeware
programs shall be identified by Motorola using commercially
reasonable best efforts and to the best of Motorola's
knowledge and (ii) for a period of three years after receipt
of such freeware programs, a free copy of the source code of
the freeware programs in machine-readable form shall be
provided by Motorola (although distribution fees may be
applicable).
9. ENTIRE UNDERSTANDING
Notwithstanding anything to the contrary in other agreements, purchase
orders or order acknowledgments, the Agreement and this Exhibit F set
forth the entire understanding and obligations regarding use of
Software, implied or expressed.
4
<Page>
EXHIBIT "G"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM
TRAINING
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"G" and to the other Exhibits to that Agreement. All definitions set forth in
this Agreement shall apply hereto. Payment of the fee set forth in the then
current iDEN Training Catalog shall evidence incorporation of this Exhibit "G"
into the Agreement.
Technical Training is intended for System Operators, Maintenance personnel,
Supervisor and Management personnel responsible for operation of an iDEN System
who possess the necessary prerequisite knowledge, including but not necessarily
limited to knowledge of telephony, digital communications and networking, logic
circuitry, Pulse Code Modulation theory, and RF Technology.
1.0 GENERAL
1.1 The series of sub-component courses presented in the iDEN
Training Catalog are primarily intended for delivery at the
iDEN Technical Training Center in Schaumburg, IL, using
dedicated training equipment and training facilities. Some
level 1 courses can be delivered at the Customer premises.
1.2 The training pricing shown in the iDEN Training Catalog
includes all instructional services and student course
materials for use by Customer's students. No license is
granted for further reproduction or distribution of these
Motorola developed training materials provided during the
class sessions.
1.3 All training will be conducted in English and all course
material will be in English, unless otherwise agreed by both
parties
1.4 For classes conducted at Motorola facilities in Schaumburg,
IL, any and all other expenses incurred by Customer's student
attendees, including but not limited to travel, meals, lodging
and personal entertainment, are the responsibility of Customer
or the attendee.
1.5 For instructional services, consulting, or classes conducted
at a Customer-supplied facility, or for any location other
than Motorola facilities in Schaumburg, IL, Customer shall be
responsible for the payment of all incidental expenses
resulting from the training session. This would include but
not be limited to facilities costs such as meeting room costs
or equipment rental, plus Customer or attendee food, travel,
and lodging expenses. Instructor expenses (food, travel and
lodging) will be passed through to the Customer at cost.
1.6 The courses utilized in support of the iDEN System will, in
most cases, be divided between periods of lecture and periods
of practical "Hands-On" training. Courses conducted at
Customer location will utilize customer-supplied product,
terminals, test equipment and related paraphernalia for the
practical "Hands-On" sessions. Motorola reserves the right to
subcontract training to authorized Motorola training
departments outside of the Network Solutions Sector (NSS),
and/or subcontractors of Motorola.
1
<Page>
2.0 TECHNICAL TRAINING PLAN DESCRIPTION
2.1 One of the many initiatives of iDEN technical training is to
provide training that will help Customer participants perform
their jobs more efficiently. To do this, Motorola's technical
training representatives interviewed managers, and more
importantly, the technicians and engineers who actually do the
work to find out what the Customer's needs are to maintain the
iDEN infrastructure.
2.2 The Technical Training Curriculum is divided into 3 levels.
A. Level 1 is for someone new to the MSO environment
B. Level 2 is designed to train individuals how to
maintain and troubleshoot the infrastructure.
C. Level 3 will teach the technicians and engineers
advanced concepts and troubleshooting techniques.
All equipment maintenance courses will be structured to
provide servicing information consistent with the service plan
established by Motorola. No component level servicing
information is included in this training plan for any Fixed or
Subscriber equipment within this System.
3.0 SCHEDULING OF TRAINING
The training curriculum available in the iDEN Training Catalog will be
accompanied by the schedule for all of the classes held in the Motorola
Training facility in Schaumburg, IL. Training that can be delivered at
the Customer location will be scheduled depending on instructor
availability and the acceptance of the proposed quote. These field
classes may be subject to change based on resource, equipment, and
System availability. To ensure a wider range of available training
dates, scheduling requests should be made at least 120 days in advance
of the start of the requested delivery date. At the time of Customer's
request for scheduling, Motorola will confirm the request and will
inform Customer of changes that may have occurred in course length,
delivery location, content or source that would materially affect the
training session.
4.0 DELIVERABLES FOR TECHNICAL TRAINING AND TECHNICAL TRAINING-RELATED
PRODUCTS
The Curriculum list in the iDEN Training Catalog shows the course
titles for each of the expected classes in each of the three training
levels. The lists of training courses are subject to revision, based on
changes in Customer's System hardware and software. In addition,
training course title, content, source and desired location is subject
to change.
Course Descriptions for each of these training courses are shown in the
attached iDEN Training Catalog.
5.0 TECHNICAL TRAINING PREREQUISITES
Each of the courses or course levels shown in the catalog has one or
more prerequisites.
In general, if a course is to be taken without completing the suggested
prerequisites for that particular course, the prerequisite waiver form
located in the catalog must be completed and attached to the
registration form. The filling out of this waiver form indicates that
the specified individual has the equivalent experience, and/or
knowledge base, to assimilate the course content without completing the
suggested prerequisites. It also indicates that the individual is
registering without having taken the prerequisites but is part of the
target audience.
6.0 COURSE DESCRIPTIONS
The course descriptions set forth in Motorola's Training Catalog shall
be considered a representative sample of the courses available to
Customer. All material in the catalog is subject to change.
2
EXHIBIT "H"
TO IDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM
DOCUMENTATION
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"H" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
Following is a brief description of the iDEN System manuals. All manuals will be
in English.
1.0 GLOSSARY OF TERMS AND SYSTEM DESCRIPTION
Consists of a definition of SWITCH acronyms and telephony terms along
with a description of the various System parts (i.e., SWITCH, Base
Site) and how they tie together.
2.0 SWITCH TECHNICAL DESCRIPTION
This document includes the SWITCH Theory of Operation, hardware (block
diagrams) description, and software (data flow diagrams) description.
3.0 SWITCH OPERATOR'S MANUAL
Description of how to operate the Switch, including loading procedures,
commands, operational modes, and alarm descriptions.
4.0 SWITCH FIELD MAINTENANCE
This manual helps a technician identify and replace boards and modules
which are non-functional. The manual is basically divided into two
sections: troubleshooting and board replacement. Troubleshooting is an
alphabetical listing of error messages followed by a suggested
procedure. If the procedure involves replacing a defective board, the
crafts person will be routed to a specific cage and slot number in the
board replacement section.
5.0 BASE SITE CONTROLLER
This manual consists of Base Site Controller information. Configuration
information, theory of operation, operating procedures, and maintenance
information are described.
6.0 BASE STATION EQUIPMENT
This Base Station manual includes configuration information, block
diagrams of product hardware, theory of operation, and routine
maintenance.
Motorola will provide the above-mentioned volumes as part of the
Agreement. Quantities include one copy of each of the manuals described
in paragraphs 1 through 6, and two copies of all other manuals.
Additional copy pricing will be quoted separately.
Motorola reserves the right to change Documentation without notifying
Customer beforehand. Motorola periodically will supply relevant changes
to standard Documentation to Customer.
Motorola Documentation is copyrighted by Motorola, Inc. No reproduction
rights for these Motorola developed manuals will be granted.
<Page>
EXHIBIT "I"
TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM LATINOAMERICA, S.A.
ADDITIONAL OPERATING ENTITIES
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to that Purchase Agreement to which this document is Exhibit "I" and
to the other Exhibits to that Agreement. All definitions set forth in the
Agreement shall apply hereto, unless otherwise specified herein.
1.0 PURPOSE
The purpose of this Exhibit "I" is to set forth the wording of the document to
be executed, from time to time, by the Motorola, Customer and the corresponding
Additional Operating Entity, whereby Customer assigns to the corresponding
Additional Operating Entity certain rights, and obligations of the Customer for
a particular country of the Area.
2.0 THE AGREEMENT
This agreement (the "AOE Agreement") between (i) Motorola, Inc., a Delaware
corporation, by and through its Network Solutions Sector, Customer Solutions
Group with offices at 1301 East Algonquin Road, Schaumburg, Illinois 60196
("Motorola", which term shall also mean, where the context requires, Motorola
subsidiaries or subcontractors involved in providing services or materials for
this Agreement), (ii) Tricom Latinoamerica, S. A., a Cayman Islands corporation,
with offices at Campbell Corporate Services Limited, The Bank of Nova Scotia
Building, P.O. Box 268, George Town, Grand Cayman ("Customer" or "Tricom"), and
(iii) [AOE's name], a [AOE's country of incorporation] company, with offices at
[AOE's domicile] ("AOE").
RECITALS:
Motorola and Customer entered into the iDEN(R) Infrastructure Supply Agreement
("Agreement" or "Supply Agreement") on ___ July, 2000, which purpose is for
Customer to purchase and for Motorola to sell, and where required by the
Customer, for Motorola to install and integrate iDEN Systems, as set forth in
the Agreement and in the Exhibits thereto.
Customer desires to develop an iDEN(R) System in the Area, which will be
developed either directly or through the AOE in each of the countries in the
Area, as provided in Section 2.8 of the Agreement.
AOE has obtained certain rights to use certain electromagnetic radio frequencies
licensed by the Spectrum Regulatory Agency and employs or intends to employ such
frequencies to operate iDEN Systems in [the country] (the "Country").
AGREEMENT:
Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:
1.0 DEFINITIONS
All definitions set forth in the Agreement shall apply hereto, unless
otherwise specified herein.
2.0 THE ASSIGNMENT
By virtue of this AOE Agreement, Customer assigns to include the AOE
and the AOE accepts the assignment of Customer's rights and obligations
derived from the Agreement with respect to the Country. Customer
understands and agrees that notwithstanding the assignment of such
rights and obligations to AOE, including payment for Equipment and/or
Services, Customer remains liable for performance of those obligations
under the Agreement. AOE understands and agrees that the terms and
conditions of the Agreement will govern its relationship with Motorola
and that the AOE agrees to all the terms and conditions of the
Agreement applicable to Customer. Motorola agrees to the assignment of
the Agreement by Customer to AOE, and Motorola remains liable for the
performance of its obligations under the Agreement.
Page 1
<Page>
3.0 COUNTRY'S INITIAL SYSTEM
The Country's Initial System is the minimum required System to operate
as a digital mobile network to provide mobile integrated services in
the Country utilizing the iDEN technology platform. This Country's
Initial System is described in Exhibit "A_" of the Agreement, attached
hereto as Annex "A" and corresponds to what has been defined in the
Agreement as the Initial System's Firm Quote for the Country.
4.0 REPRESENTATIONS AND WARRANTIES
A. Customer and AOE represent and warrant to Motorola that:
4.1 AOE is a company, subsidiary or partnership in which Customer
holds at least 51% interest;
4.2. AOE has obtained certain rights to use certain electromagnetic
radio frequencies licensed by the Spectrum Regulatory Agency
which allows it to operate iDEN Systems in the Country;
4.3. AOE has obtained all necessary approvals, consents and
authorizations of third parties and governmental authorities
to enter into this AOE Agreement and has obtained all
necessary approvals, consents and authorizations of third
parties and governmental authorities to perform and carry out
its obligations hereunder, if any are required;
4.4. The persons executing this Agreement on its behalf have
express authority to do so, and, in so doing, to bind the
party thereto;
4.5. The execution, delivery, and performance of this AOE Agreement
does not violate any provision of any bylaw, charter,
regulation, or any other governing authority of the party,
and;
4.6 The execution, delivery, and performance of this AOE Agreement
has been duly authorized by all necessary partnership or
corporate action and this AOE Agreement is a valid and binding
obligation of Customer and AOE, as the case may be, and
enforceable in accordance with its terms.
B. Motorola represents and warrants to Customer and AOE that:
4.7. Motorola shall extend [Preferred Deployment or Headstart, as
the case may be] treatment to this AOE in accordance with the
terms of the Agreement.
4.8. Motorola shall extend all warranties for Motorola and
Non-Motorola manufactured products and services to this AOE in
accordance with the terms of the Agreement.
4.9. Motorola shall extend to this AOE all applicable terms of the
Agreement in accordance with the terms of said Agreement.
5.0 RATIFICATION OF AGREEMENT
Except as specifically stated in this AOE Agreement, the Agreement is
in all other respects ratified, confirmed and continues in full force
and effect.
In witness whereof, the parties have caused this AOE Agreement to be effective
on __________, 200_.
MOTOROLA, INC. TRICOM LATINOAMERICA, S.A.
By: By:
------------------------------ ----------------------------
(Signature) (Signature)
Name: Name:
------------------------------ ----------------------------
(Print-Block Letters) (Print-Block Letters)
Title: Regional Director - LAC Title:
------------------------------ ----------------------------
(Print-Block Letters) (Print-Block Letters)
[AOE'S NAME]
By:
--------------------------------
(Signature)
Name:
------------------------------
(Print-Block Letters)
Title:
-----------------------------
(Print-Block Letters)
Page 2
EXHIBIT "J"
TO THE iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM LATINOAMERICA, S.A.
[2 pages. Confidential portion omitted and filed separately
with the Securities and Exchange Commission purusant to an
application for confidential treatment pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.]
EXHIBIT "K"
TO IDEN (R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM LATINOAMERICA, S.A.
SUPPLIER'S BATTERY WARRANTY
ABSOLYTE(R) IIP STATIONARY BATTERIES
ONE YEAR GUARANTEE
GNB guarantees to the original user that all GNB ABSOLYTE IIP stationary
batteries will be free from defects in material or workmanship for 18 months
after date of shipment or one year after date of installation, whichever is
less. User shall promptly report any alleged defects to GNB, and permit
examination by its service personnel. If GNB finds the batteries to be defective
as a result of material or workmanship, GNB may either repair the batteries or
provide a replacement, F.O.B ITS FACTORY without charge except transportation
charges.
TWENTY YEAR WARRANTY
GNB also warrants to the original user that GNB ABSOLYTE IIP stationary
batteries used within the United States and Canada in float service will furnish
at least 80% of their rated capacity for 20 years after date of shipment,
provided that the following conditions are satisfied (See Section 100-32 for
photovoltaic warranty):
1. The batteries are handled, stored and installed in accordance with
GNB'S published instructions furnished with the batteries, and
2. The batteries are operated in conjunction with a full float, voltage
regulated charger and otherwise used and maintained in accordance
with GNB's published instructions furnished with the batteries, and
3. The average yearly ambient temperature in the area of use in any
year is established not to exceed 80(degree)F, (27(degree)C). User
shall maintain complete records on site regarding the temperature
and conditions of use and the maintenance performed, and shall
permit examination of these records by GNB. User shall also promptly
report any alleged defects to GNB, and permit examination of the
batteries by its service personnel.
If GNB finds that the batteries have not satisfied its pro rata warranty, GNB
agrees to repair or replace the batteries, F.O.B. ITS FACTORY ON A PRO RATA
BASIS with the user allowed a credit based upon its original purchase price and
the portion of the warranty term remaining to be applied towards the purchase of
a replacement battery. In no event shall user return batteries to GNB's factory
without GNB'S prior authorization.
LIMITATIONS ON ONE YEAR GUARANTEE AND TWENTY YEAR WARRANTY
The above one year guarantee and twenty year warranty are the only warranties
and remedies provided by GNB to user. GNB disclaims all implied warranties of
merchantability and fitness. In no event shall GNB be liable for consequential
or incidental losses or damages under any theory of liability, except to the
extent that this limitation is found to be unenforceable under applicable state
law. Some states do not allow the exclusion or limitation of incidental or
consequential damages, so this exclusion may not apply to you. This warranty
gives you specific legal rights, and you may also have other rights which vary
from state to state.
GNB Technologies GNB Technologies
Industrial Battery Company GNB Batteries (Canada) Inc.
829 Parkview Boulevard 4500 Dixie Road, Unit 9-B
Lombard, IL 60149-3249 Mississauga, Ontario L4W 1V7
<Page>
EXHIBIT "L"
TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA
AND
TRICOM LATINOAMERICA, S.A.
<Page>
REQUEST FOR QUOTATION (RFQ)
QUESTIONNAIRE
INT'L iDEN INFRASTRUCTURE
NEW SYSTEM
................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:
1. A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2. AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3. GOVERNMENT SCREENING FORM
4. Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)
THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-iDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
................................................................................
Customer Name: TRICOM, S. A.
-------------
Customer Address: AVENIDA LOPE DE VEGA #95
----------------------------
APARTADO POSTAL 30373
---------------------
SANTO DOMINGO, REPUBLICA DOMINICANA
-----------------------------------
Proposal Number: _______________________________________
Submitted by: __
Approved by: _
Requested Due Date for Quotation? ___
Anticipated Date of Contract Award? __________
(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)
Page 1 of 10
<Page>
PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED. (See definitions below).
Budgetary or Firm Proposal XXXX
--------- ---------------
A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.
Please check other documentation required for the Budgetary Quote:
Generic Executive Summary xx
------------
Generic Implementation Schedule xx
----------
Generic Statement of Work xx
------------
Generic Responsibility Matrix xx
------------
Standard iDEN Purchase Agreement with Exhibits xx
-----------
ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.
A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.
ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.
Hard Copy of the Proposal or Budgetary Required? YES (yes/no) If No,
------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:
Name: Virgilio Cadena
Title: Vicepresidente de Operaciones Tricom
Address: Avenida Lope de Vega #95
Santo Domingo, Republica Dominicana
Phone: (809) 476-4042
Page 2 of 10
<Page>
Total number of Proposal/Budgetary Copies Required for Customer: 3
--------------
Two (2) copies will be given to Sales Team. Are additional copies required?
YES
- -------
If Yes, how many additional copies? ______.
To whom and to what address are they to be sent?
Luis Quijano and Valerie Bennett ( Project PM )
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.
DISCLAIMER
The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.
Page 3 of 10
<Page>
DESCRIBE YOUR iDEN SYSTEM REQUEST
Describe the New iDEN System you are requesting:
MSO Design Capacity - subscribers
------------------
Phase 1 Phase 2 Phase 3
RF Design Capacity 9,382 14,073 20,265
----- ------ ------
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).
TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN COSTA RICA . INTERCONNECT INTERLEAVE
WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND 70%
MULTISERVICE. THERE WILL BE 59 EBTS'S SITES WITH 287 BR'S., DIVIDED IN THREE (3)
PHASES. THE COSTA RICA EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE PANAMA
HOST MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON TRAFFIC
GROWTH IN THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN THESE MSO
FOR ADDITIONAL OF COSTA RICA INFRASTRUCTURE. THE PROPOSAL MUST BE ITEMIZED
PRICING FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR YEAR
BASIS, ETC). TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS AND
SPARES FOR E-BTS (2).
Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)
detailed in section 1.2.
- ---------------------------
State which system features should be quoted as options (e.g. VMS).
PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly
Page 4 of 10
<Page>
1. SITE INFORMATION
1.1 MSO LOCATION:
Please provide the expected MSO location below:
Expected MSO Name: N/A
City Name; Guatemala
1.2 EBTS SITE INFORMATION
Please provide the types of EBTS configuration and their total number
of sites that are planned to be deployed in the table below. Double
click Table below and then modify.
AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
o Omni 1 through 18 (Cavity sites 1 through 20)
o 3SECTOR - __Through
o SRRC Omni - through 16
o SRRC 3Sector - 3 through 22
o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
o Outdoor SRSC Omni 1 through 3
---------
AVAILABLE OPTIONS:
o LR - Left or Right Side Panel
o FR - Front and Rear Door
o TB - Top and Base Cover
o TTAI - Tower Top Amp Interface
o TTA - Tower Top Amp
o UP - Utility Pedestal and parts (Outdoor SRSC only)
Page 5 of 10
<Page>
<Table>
<Caption>
EBTS Configuration Table
--------------------------------------------------------------------------------------------------------------------------
# OF 70w/ HYB/ 75/120 OPTIONS
SITES SITE TYPE # OF BRS FREQ. 40w CAV E1/T1 Ohms
--------------------------------------------------------------------------------------------------------------------------
SAMPLE 3 SRRC SECTOR 3-2-2 21 800MHZ 70 HYB E1 120 TTAI, TTA
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 5 OMNI 3 15 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 2 OMNI 4 8 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 2 OMNI 6 12 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 8 OMNI 7 56 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 3 SECTOR -3-3-4 30 800MHZ 70 HYB E1 120 NO
-------------------------------------------------------------------------------------------------------
Total Ph 1 20 121
--------------------------------------------------------------------------------------------------------------------------
PHASE 2 STAND ALONE BR'S 41
--------------------------------------------------------------------------------------------------------------------------
PHASE 2 39 OMNI 2 78 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
Total Ph 2 39 119
--------------------------------------------------------------------------------------------------------------------------
PHASE 3 STAND ALONE BR'S 47
--------------------------------------------------------------------------------------------------------------------------
Total Ph 3 0 47
--------------------------------------------------------------------------------------------------------------------------
</Table>
Page 6 of 10
<Page>
2. CALL PROFILE:
2.1 PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT
Please provide the following call model information.
Double click Table below and then modify BLUE BOLD only. If call
profile is different by phases, please copy the table below and
generate call profile separately.
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------
UNIT TYPE Int. Disp. Multi. Units Total
--------------------- Number
Only Units Only Units Int. Disp. of
--------------------------------------------------------------------------------------- Subscriber
Interleave 3:1 6:1 3:1 6:1 Units
--------------------------------------------------------------------------------------- by
Calls/hr 0.18 1.80 0.60 1.80 Phase
Hold Time 120 20.0 84 20
Illum. Cells 1 2 1 2
Erlangs/Unit 0.0060 0.0120 0.0140 0.0120
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 1 0 2,815 6,567 9,382
-----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 2 0 4,222 9,851 14,073
-----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 3 0 6,080 14,186 20,265
-----------------------------------------------------------------------------------------------------------
</Table>
Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice
2.2 PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
Please provide the following expected number of subscribers below.
Double click Table below and then modify BLUE BOLD only.
<Table>
<Caption>
---------------------------------------------------------------------------------------------------------
Default Value Phase 1 Phase 2 Phase 3
---------------------------------------------------------------------------------------------------------
VMS Users 100 % of Int. Units 10000 USERS 15000 USERS 0 USERS
---------------------------------------------------------------------------------------------------------
SMS Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
---------------------------------------------------------------------------------------------------------
IWF Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
---------------------------------------------------------------------------------------------------------
Packet Data Users 5 % of Disp. Units 1000 USERS 2000 USERS 0 USERS
---------------------------------------------------------------------------------------------------------
</Table>
Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)
3 PLANNED MSO PARAMETERS
3.1 MSC PARAMETERS
<Table>
o Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES )
o Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7 )
o Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3 )
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120 (OMEGA) E1).....(120(OMEGA) E1 )
o External HLR Required (Yes, No, Default = No)............................................(NO )
Page 7 of 10
<Page>
3.2 VMS PARAMETERS
o Average Voice Message per day per subscriber (Default = 2)...............................(2 )
o Average Message Length per Message (Default = 30 Sec)....................................(30 SEC )
o Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC )
o Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
o Busy Hour Call Rate (Default = 10 %).....................................................(10% )
o GOS (Default = 5 %)......................................................................(5% )
3.3 SMS PARAMETERS
o Short Message per day per subscriber (Default = 0.6).....................................(.6 )
o Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8 )
o VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70% )
o SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30% )
Note: Sum of VMS and SMS Penetration Rates must be 100 %.
3.4 IWF PARAMETERS
o Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1 )
o Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC )
o GOS (1, 2, etc. Default = 5 %)...........................................................(5% )
3.5 PACKET DATA
o Number of subscribers (15K, 64K, etc Default =15K)....................................(64 K)
4 EXPECTED MSO ROOM REQUIREMENTS
4.1 MSO ROOM: CUSTOMER'S RESPONSIBILITY
o Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M )
o Cable Tray or Floor Tile.................................................................(MOTOROLA )
o HVAC.....................................................................................(MOTOROLA )
4.2 AC POWER: CUSTOMER'S RESPONSIBILITY
o Inputs to Rectifiers Chose one:
o Voltage (380/415 VAC, 50/60 Hz).......................................................( )
o Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
o Voltage (480 VAC, 50/60 Hz)...........................................................( )
o Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ )
o Inputs to Monitors:
o Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC )
o Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE )
o Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ )
Page 8 of 10
<Page>
4.3 DC POWER:
o DC Power Plant (- 48 VDC System) and Rectifiers:
o Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA )
o N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES )
o Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
o DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES )
o DC Generator, if required................................................................(CUSTOMER SUPPLIED)
5 EBTS INFORMATION
5.1 FREQUENCY AVAILABLE
o Frequency Range Chose one:
o Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ )
o Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ )
5.2 EBTS EQUIPMENT
o EBTS Power (Standard, None, Specific)....................................................(STANDARD )
o EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
o EBTS Spares (Standard, None, Specific)...................................................(STANDARD )
6 STANDARD EBTS SITE REQUIREMENTS
6.1 SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120 (OMEGA) E1).....(120(OMEGA) E1 )
7 TEST EQUIPMENT
7.1 MSO TEST EQUIPMENT
o How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1 )
7.2 EBTS TEST EQUIPMENT
o How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2 )
</Table>
Page 9 of 10
<Page>
8 Additional Information
Please provide any additional comments concerning the system
requirements or the quotation format below:
The grade of service GOS that should be used is 2% blocking for
interconnect and 5% for dispatch.
9 ATTACHMENTS:
9.1 PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED
This specification is mandatory if the system is to be designed for
both Interconnect and Dispatch. Disregard if your entire system is for
Dispatch Only.
In order to process a quotation for an MSC, Nortel will require an
English version of the local PSTN Signaling document/specifications.
Upon receipt of this document the quote can be officially started.
English version should include references to international standards.
For example: ISUP (ITU-T Blue Book).
9.2 SYSTEM BLOCK DIAGRAM - PREFERRED
ATTACH
9.3 NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
SIGNATURE. FAX TO 847-576-5801.
ATTACH
9.4 EXPORT CONTROL SCREENING
ATTACH
9.5 GOVERNMENT SCREENING FORM
ATTACH
9.6 Q-GATE 17
ATTACH
9.7 SALES STRATEGY FORM (IF APPLICABLE)
ATTACH
Page 10 of 10
<Page>
REQUEST FOR QUOTATION (RFQ)
QUESTIONNAIRE
INT'L iDEN INFRASTRUCTURE
NEW SYSTEM
................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:
1. A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2. AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3. GOVERNMENT SCREENING FORM
4. Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)
THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-IDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
................................................................................
Customer Name: TRICOM, S. A.
-------------
Customer Address: AVENIDA LOPE DE VEGA #95
----------------------------
APARTADO POSTAL 30373
---------------------
SANTO DOMINGO, REPUBLICA DOMINICANA
-----------------------------------
Proposal Number: _______________________________________
Submitted by: __
Approved by: _
Requested Due Date for Quotation? ___
Anticipated Date of Contract Award? __________
(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)
Page 1 of 10
<Page>
PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED. (See definitions below).
Budgetary or Firm Proposal XXXX
--------- ---------------
A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.
Please check other documentation required for the Budgetary Quote:
Generic Executive Summary xx
------------
Generic Implementation Schedule xx
----------
Generic Statement of Work xx
------------
Generic Responsibility Matrix xx
------------
Standard iDEN Purchase Agreement with Exhibits xx
-----------
ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.
A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.
ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.
Hard Copy of the Proposal or Budgetary Required? YES (yes/no) If No,
------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:
Name: Virgilio Cadena
Title: Vicepresidente de Operaciones Tricom
Address: Avenida Lope de Vega #95
Santo Domingo, Republica Dominicana
Phone: (809) 476-4042
Page 2 of 10
<Page>
Total number of Proposal/Budgetary Copies Required for Customer: 3
--------------
Two (2) copies will be given to Sales Team. Are additional copies required?
YES
- -------
If Yes, how many additional copies? ______.
To whom and to what address are they to be sent?
Luis Quijano and Valerie Bennett ( Project PM )
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.
DISCLAIMER
The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.
Page 3 of 10
<Page>
DESCRIBE YOUR iDEN SYSTEM REQUEST
Describe the New iDEN System you are requesting:
MSO Design Capacity - subscribers
---------------
Phase 1 Phase 2 Phase 3
RF Design Capacity 10,136 15,204 21,894
------ ------ ------
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).
TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN EL SALVADOR . INTERCONNECT
INTERLEAVE WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND
70% MULTISERVICE. THERE WILL BE 38 EBTS'S SITES WITH 249 BR'S., DIVIDED IN THREE
(3) PHASES. THE EL SALVADOR EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE
PANAMA HOST MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON
TRAFFIC GROWTH IN THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN
THESE MSO FOR ADDITIONAL OF GUATEMALA INFRASTRUCTURE. THE PROPOSAL MUST BE
ITEMIZED PRICING FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR
YEAR BASIS, ETC). TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS
AND SPARES FOR E-BTS (2).
Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)
detailed in section 1.2.
- ---------------------------
State which system features should be quoted as options (e.g. VMS).
PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly
Page 4 of 10
<Page>
1. SITE INFORMATION
1.1 MSO LOCATION:
Please provide the expected MSO location below:
Expected MSO Name: N/A
City Name; Guatemala
1.2 EBTS SITE INFORMATION
Please provide the types of EBTS configuration and their total number
of sites that are planned to be deployed in the table below. Double
click Table below and then modify.
AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
o Omni 1 through 18 (Cavity sites 1 through 20)
o 3SECTOR - __Through
o SRRC Omni - through 16
o SRRC 3Sector - 3 through 22
o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
o Outdoor SRSC Omni 1 through 3
---------
AVAILABLE OPTIONS:
o LR - Left or Right Side Panel
o FR - Front and Rear Door
o TB - Top and Base Cover
o TTAI - Tower Top Amp Interface
o TTA - Tower Top Amp
o UP - Utility Pedestal and parts (Outdoor SRSC only)
Page 5 of 10
<Page>
<Table>
<Caption>
EBTS Configuration Table
---------------------------------------------------------------------------------------------------------------------------
# OF 70W/ HYB/ 75/120 OPTIONS
SITES SITE TYPE # OF BRS FREQ. 40W CAV E1/T1 OHMS
---------------------------------------------------------------------------------------------------------------------------
SAMPLE 3 SRRC Sector 3-2-2 21 800Mhz 70 Hyb E1 120 TTAI, TTA
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 5 SECTOR 5-5-7* 85 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 SECTOR 5-5-3 13 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 SECTOR 3-3-3 9 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
1 OMNI 5 5 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
5 OMNI 4 20 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
Total Ph 1 13 132
---------------------------------------------------------------------------------------------------------------------------
* JUST 1 EBTS SITE WITH TTA
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 STAND ALONE BR'S 26
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 5 OMNI 2 10 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 9 OMNI 3 27 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 1 OMNI 4 4 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
Total Ph 2 15 67
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PHASE 3 STAND ALONE BR'S 50
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Total Ph 3 0 50
---------------------------------------------------------------------------------------------------------------------------
</Table>
Page 6 of 10
<Page>
2. CALL PROFILE:
2.1 PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT
Please provide the following call model information.
Double click Table below and then modify BLUE BOLD only. If call
profile is different by phases, please copy the table below and
generate call profile separately.
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------
UNIT TYPE Int. Disp. Multi. Units Total
---------------- Number
Only Units Only Units Int. Disp. of
------------------------------------------------------------------------------------ Subscriber
Interleave 3:1 6:1 3:1 6:1 Units
------------------------------------------------------------------------------------ by
Calls/hr 0.18 1.80 0.60 1.80 Phase
Hold Time 120 20.0 84 20
Illum. Cells 1 2 1 2
Erlangs/Unit 0.0060 0.0120 0.0140 0.0120
-----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 1 0 3,041 7,095 10,136
-----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 2 0 4,561 10,643 15,204
-----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 3 0 6,568 15,326 21,894
-----------------------------------------------------------------------------------------------------------
</Table>
Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice
2.2 PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
Please provide the following expected number of subscribers below.
Double click Table below and then modify BLUE BOLD only.
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
Default Value Phase 1 Phase 2 Phase 3
------------------------------------------------------------------------------------------------------------
VMS Users 100 % of Int. Units 10000 USERS 25000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
SMS Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
IWF Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
Packet Data Users 5 % of Disp. Units 1000 USERS 2000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
</Table>
Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)
3 PLANNED MSO PARAMETERS
3.1 MSC PARAMETERS
<Table>
o Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES )
o Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7 )
o Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3 )
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
o External HLR Required (Yes, No, Default = No)............................................(NO )
Page 7 of 10
<Page>
3.2 VMS PARAMETERS
o Average Voice Message per day per subscriber (Default = 2)...............................(2 )
o Average Message Length per Message (Default = 30 Sec)....................................(30 SEC )
o Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC )
o Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
o Busy Hour Call Rate (Default = 10 %).....................................................(10% )
o GOS (Default = 5 %)......................................................................(5% )
3.3 SMS PARAMETERS
o Short Message per day per subscriber (Default = 0.6).....................................(.6 )
o Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8 )
o VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70% )
o SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30% )
Note: Sum of VMS and SMS Penetration Rates must be 100 %.
3.4 IWF PARAMETERS
o Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1 )
o Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC )
o GOS (1, 2, etc. Default = 5 %)...........................................................(5% )
3.5 PACKET DATA
o Number of subscribers (15K, 64K, etc Default =15K)....................................(64 K)
4 EXPECTED MSO ROOM REQUIREMENTS
4.1 MSO ROOM: CUSTOMER'S RESPONSIBILITY
o Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M )
o Cable Tray or Floor Tile.................................................................(MOTOROLA )
o HVAC.....................................................................................(MOTOROLA )
4.2 AC POWER: CUSTOMER'S RESPONSIBILITY
o Inputs to Rectifiers Chose one:
o Voltage (380/415 VAC, 50/60 Hz).......................................................( )
o Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
o Voltage (480 VAC, 50/60 Hz)...........................................................( )
o Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ )
o Inputs to Monitors:
o Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC )
o Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE )
o Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ )
Page 8 of 10
<Page>
4.3 DC POWER:
o DC Power Plant (- 48 VDC System) and Rectifiers:
o Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA )
o N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES )
o Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
o DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES )
o DC Generator, if required................................................................(CUSTOMER SUPPLIED)
5 EBTS INFORMATION
5.1 FREQUENCY AVAILABLE
o Frequency Range Chose one:
o Base RX (806 - 821 MHZ, 896-901 MHZ)..................................................(806 - 821 MHZ )
o Base TX (851-866 MHZ, 935-940 MHZ)....................................................(851 - 866 MHZ )
5.2 EBTS EQUIPMENT
o EBTS Power (Standard, None, Specific)....................................................(STANDARD )
o EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
o EBTS Spares (Standard, None, Specific)...................................................(STANDARD )
6 STANDARD EBTS SITE REQUIREMENTS
6.1 SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
7 TEST EQUIPMENT
7.1 MSO TEST EQUIPMENT
o How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1 )
7.2 EBTS TEST EQUIPMENT
o How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2 )
</Table>
Page 9 of 10
<Page>
8 ADDITIONAL INFORMATION
Please provide any additional comments concerning the system
requirements or the quotation format below:
THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
INTERCONNECT AND 5% FOR DISPATCH.
9 ATTACHMENTS:
9.1 PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED
This specification is mandatory if the system is to be designed for
both Interconnect and Dispatch. Disregard if your entire system is for
Dispatch Only.
In order to process a quotation for an MSC, Nortel will require an
English version of the local PSTN Signaling document/specifications.
Upon receipt of this document the quote can be officially started.
English version should include references to international standards.
For example: ISUP (ITU-T Blue Book).
9.2 SYSTEM BLOCK DIAGRAM - PREFERRED
ATTACH
9.3 NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
SIGNATURE. FAX TO 847-576-5801.
ATTACH
9.4 EXPORT CONTROL SCREENING
ATTACH
9.5 GOVERNMENT SCREENING FORM
ATTACH
9.6 Q-GATE 17
ATTACH
9.7 SALES STRATEGY FORM (IF APPLICABLE)
ATTACH
Page 10 of 10
<Page>
REQUEST FOR QUOTATION (RFQ)
QUESTIONNAIRE
INT'L iDEN INFRASTRUCTURE
NEW SYSTEM
................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:
1. A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2. AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3. GOVERNMENT SCREENING FORM
4. Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)
THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-IDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
................................................................................
Customer Name: TRICOM, S. A.
-------------
Customer Address: AVENIDA LOPE DE VEGA #95
----------------------------
APARTADO POSTAL 30373
---------------------
SANTO DOMINGO, REPUBLICA DOMINICANA
-----------------------------------
Proposal Number: _______________________________________
Submitted by: __
Approved by: _
Requested Due Date for Quotation? ___
Anticipated Date of Contract Award? __________
(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)
Page 1 of 10
<Page>
PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED. (See definitions below).
Budgetary or Firm Proposal XXXX
--------- ---------------
A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.
Please check other documentation required for the Budgetary Quote:
Generic Executive Summary xx
------------
Generic Implementation Schedule xx
----------
Generic Statement of Work xx
------------
Generic Responsibility Matrix xx
------------
Standard iDEN Purchase Agreement with Exhibits xx
-----------
ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.
A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.
ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.
Hard Copy of the Proposal or Budgetary Required? YES (yes/no) If No,
------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:
Name: Virgilio Cadena
Title: Vicepresidente de Operaciones Tricom
Address: Avenida Lope de Vega #95
Santo Domingo, Republica Dominicana
Phone: (809) 476-4042
Page 2 of 10
<Page>
Total number of Proposal/Budgetary Copies Required for Customer: 3
--------------
Two (2) copies will be given to Sales Team. Are additional copies required?
YES
- -------
If Yes, how many additional copies? ______.
To whom and to what address are they to be sent?
Luis Quijano and Valerie Bennett ( Project PM )
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.
DISCLAIMER
The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.
Page 3 of 10
<Page>
DESCRIBE YOUR iDEN SYSTEM REQUEST
Describe the New iDEN System you are requesting:
MSO Design Capacity - subscribers
------------------
Phase 1 Phase 2 Phase 3
RF Design Capacity 16,855 25,283 36,408
------ ------ ------
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).
TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN GUATEMALA CITY, GUATEMALA .
INTERCONNECT INTERLEAVE WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30%
DISPATCH AND 70% MULTISERVICE. THERE WILL BE 38 EBTS'S SITES WITH 398 BR'S.,
DIVIDED IN THREE (3) PHASES. THE GUATEMALA EBTS'S INFRASTRUCTURE WILL BE LINKED
UP TO THE PANAMA HOST MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE
ON TRAFFIC GROWTH IN THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION
IN THESE MSO FOR ADDITIONAL OF GUATEMALA INFRASTRUCTURE. THE PROPOSAL MUST BE
ITEMIZED PRICING FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR
YEAR BASIS, ETC). TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS
AND SPARES FOR E-BTS (2).
Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)
detailed in section 1.2.
- ---------------------------
State which system features should be quoted as options (e.g. VMS).
PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly
Page 4 of 10
<Page>
1. SITE INFORMATION
1.1 MSO LOCATION:
Please provide the expected MSO location below:
Expected MSO Name: N/A
City Name; Guatemala
1.2 EBTS SITE INFORMATION
Please provide the types of EBTS configuration and their total number
of sites that are planned to be deployed in the table below.
Double click Table below and then modify.
AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
o Omni 1 through 18 (Cavity sites 1 through 20)
o 3SECTOR - __Through
o SRRC Omni - through 16
o SRRC 3Sector - 3 through 22
o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
o Outdoor SRSC Omni 1 through 3
----------
AVAILABLE OPTIONS:
o LR - Left or Right Side Panel
o FR - Front and Rear Door
o TB - Top and Base Cover
o TTAI - Tower Top Amp Interface
o TTA - Tower Top Amp
o UP - Utility Pedestal and parts (Outdoor SRSC only)
Page 5 of 10
<Page>
<Table>
<Caption>
EBTS Configuration Table
---------------------------------------------------------------------------------------------------------------------------
# of 70w/ Hyb/ 75/120 Options
Sites Site Type # of BRs Freq. 40w Cav E1/T1 Ohms
---------------------------------------------------------------------------------------------------------------------------
SAMPLE 3 SRRC Sector 3-2-2 21 800Mhz 70 Hyb E1 120 TTAI, TTA
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 11 SECTOR 5-5-5 165 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 3 QUASI OMNI 2 6 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 2 QUASI OMNI 3* 6 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 2 QUASI OMNI 4* 8 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 2 QUASI OMNI 5* 10 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 QUASI OMNI 11 11 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 QUASI OMNI 14 14 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
Total Ph 1 22 220
---------------------------------------------------------------------------------------------------------------------------
* JUST 1 SITE WITH TTA
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 STAND ALONE BR'S 36
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 3 OMNI 2* 6 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 1 OMNI 3 3 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 3 OMNI 4 12 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 2 OMNI 6** 12 800MHZ 72 HYB E3 122 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 1 OMNI 8 8 800MHZ 73 HYB E4 123 NO
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 1 OMNI 5 5 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
Total Ph 2 11 82
---------------------------------------------------------------------------------------------------------------------------
*JUST 2 SITES WITH TTA **JUST 1 SITE WITH TTA
---------------------------------------------------------------------------------------------------------------------------
PHASE 3 STAND ALONE BR'S 73 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
PHASE 3 4 OMNI 2* 8 800MHZ 70 HYB E1 120 YES
---------------------------------------------------------------------------------------------------------------------------
PHASE 3 1 OMNI 15 15 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Total Ph 3 5 96
---------------------------------------------------------------------------------------------------------------------------
*JUST 2 SITE WITH TTA
</Table>
Page 6 of 10
<Page>
2. CALL PROFILE:
2.1 PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT
Please provide the following call model information.
Double click Table below and then modify BLUE BOLD only.
If call profile is different by phases, please copy the table below and
generate call profile separately.
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
UNIT TYPE Int. Disp. Multi. Units Total
---------------------- Number
Only Units Only Units Int. Disp. of
--------------------------------------------------------------------------------------- Subscriber
Interleave 3:1 6:1 3:1 6:1 Units
--------------------------------------------------------------------------------------- by
Calls/hr 0.18 1.80 0.60 1.80 Phase
Hold Time 120 20.0 84 20
Illum. Cells 1 2 1 2
Erlangs/Unit 0.0060 0.0120 0.0140 0.0120
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 1 0 5,057 11,799 16,855
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 2 0 7,585 17,698 25,283
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 3 0 10,922 25,485 36,408
----------------------------------------------------------------------------------------------------------
</Table>
Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice
2.2 PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
Please provide the following expected number of subscribers below.
Double click Table below and then modify Blue Bold only.
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
Default Value Phase 1 Phase 2 Phase 3
------------------------------------------------------------------------------------------------------------
VMS Users 100 % of Int. Units 10000 USERS 25000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
SMS Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
IWF Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
Packet Data Users 5 % of Disp. Units 1000 USERS 2000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
</Table>
Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)
3 PLANNED MSO PARAMETERS
3.1 MSC PARAMETERS
<Table>
o Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES )
o Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7 )
o Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3 )
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
o External HLR Required (Yes, No, Default = No)............................................(NO )
Page 7 of 10
<Page>
3.2 VMS PARAMETERS
o Average Voice Message per day per subscriber (Default = 2)...............................(2 )
o Average Message Length per Message (Default = 30 Sec)....................................(30 SEC )
o Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC )
o Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
o Busy Hour Call Rate (Default = 10 %).....................................................(10% )
o GOS (Default = 5 %)......................................................................(5% )
3.3 SMS PARAMETERS
o Short Message per day per subscriber (Default = 0.6).....................................(.6 )
o Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8 )
o VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70% )
o SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30% )
Note: Sum of VMS and SMS Penetration Rates must be 100 %.
3.4 IWF PARAMETERS
o Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1 )
o Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC )
o GOS (1, 2, etc. Default = 5 %)...........................................................(5% )
3.5 PACKET DATA
o Number of subscribers (15K, 64K, etc Default =15K)....................................(64 K)
4 EXPECTED MSO ROOM REQUIREMENTS
4.1 MSO ROOM: CUSTOMER'S RESPONSIBILITY
o Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M )
o Cable Tray or Floor Tile.................................................................(MOTOROLA )
o HVAC.....................................................................................(MOTOROLA )
4.2 AC POWER: CUSTOMER'S RESPONSIBILITY
o Inputs to Rectifiers Chose one:
o Voltage (380/415 VAC, 50/60 Hz).......................................................( )
o Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
o Voltage (480 VAC, 50/60 Hz)...........................................................( )
o Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ )
o Inputs to Monitors:
o Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC )
o Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE )
o Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ )
Page 8 of 10
<Page>
4.3 DC POWER:
o DC Power Plant (- 48 VDC System) and Rectifiers:
o Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA )
o N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES )
o Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
o DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES )
o DC Generator, if required................................................................(CUSTOMER SUPPLIED)
5 EBTS INFORMATION
5.1 FREQUENCY AVAILABLE
o Frequency Range Chose one:
o Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ )
o Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ )
5.2 EBTS EQUIPMENT
o EBTS Power (Standard, None, Specific)....................................................(STANDARD )
o EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
o EBTS Spares (Standard, None, Specific)...................................................(STANDARD )
6 STANDARD EBTS SITE REQUIREMENTS
6.1 SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
7 TEST EQUIPMENT
7.1 MSO TEST EQUIPMENT
o How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1 )
7.2 EBTS Test Equipment
o How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2 )
</Table>
Page 9 of 10
<Page>
8 ADDITIONAL INFORMATION
Please provide any additional comments concerning the system
requirements or the quotation format below:
THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
INTERCONNECT AND 5% FOR DISPATCH.
9 ATTACHMENTS:
9.1 PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED
This specification is mandatory if the system is to be designed for
both Interconnect and Dispatch. Disregard if your entire system is for
Dispatch Only.
In order to process a quotation for an MSC, Nortel will require an
English version of the local PSTN Signaling document/specifications.
Upon receipt of this document the quote can be officially started.
English version should include references to international standards.
For example: ISUP (ITU-T Blue Book).
9.2 SYSTEM BLOCK DIAGRAM - PREFERRED
ATTACH
9.3 NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
SIGNATURE. FAX TO 847-576-5801.
ATTACH
9.4 EXPORT CONTROL SCREENING
ATTACH
9.5 GOVERNMENT SCREENING FORM
ATTACH
9.6 Q-GATE 17
ATTACH
9.7 SALES STRATEGY FORM (IF APPLICABLE)
ATTACH
Page 10 of 10
<Page>
REQUEST FOR QUOTATION (RFQ)
QUESTIONNAIRE
INT'L iDEN INFRASTRUCTURE
NEW SYSTEM
................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:
1. A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2. AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3. GOVERNMENT SCREENING FORM
4. Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)
THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-iDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
................................................................................
Customer Name: TRICOM, S. A.
-------------
Customer Address: AVENIDA LOPE DE VEGA #95
----------------------------
APARTADO POSTAL 30373
---------------------
SANTO DOMINGO, REPUBLICA DOMINICANA
-----------------------------------
Proposal Number: _______________________________________
Submitted by: __
Approved by: _
Requested Due Date for Quotation? ___
Anticipated Date of Contract Award? __________
(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)
Page 1 of 10
<Page>
PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED. (See definitions below).
Budgetary or Firm Proposal XXXX
--------- ---------------
A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.
Please check other documentation required for the Budgetary Quote:
Generic Executive Summary xx
------------
Generic Implementation Schedule xx
----------
Generic Statement of Work xx
------------
Generic Responsibility Matrix xx
------------
Standard iDEN Purchase Agreement with Exhibits xx
-----------
ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.
A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.
ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.
Hard Copy of the Proposal or Budgetary Required? YES (yes/no) If No,
------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:
Name: Virgilio Cadena
Title: Vicepresidente de Operaciones Tricom
Address: Avenida Lope de Vega #95
Santo Domingo, Republica Dominicana
Phone: (809) 476-4042
Page 2 of 10
<Page>
Total number of Proposal/Budgetary Copies Required for Customer: 3
--------------
Two (2) copies will be given to Sales Team. Are additional copies required?
YES
- -------
If Yes, how many additional copies? ______.
To whom and to what address are they to be sent?
Luis Quijano and Valerie Bennett ( Project PM )
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.
DISCLAIMER
The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.
Page 3 of 10
<Page>
DESCRIBE YOUR iDEN SYSTEM REQUEST
Describe the New iDEN System you are requesting:
MSO Design Capacity - subscribers
------------------
Phase 1 Phase 2 Phase 3
RF Design Capacity 3,772 5,658 8,148
----- ----- -----
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).
TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN HONDURAS . INTERCONNECT INTERLEAVE
WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND 70%
MULTISERVICE. THERE WILL BE 24 EBTS'S SITES WITH 108 BR'S., DIVIDED IN THREE (3)
PHASES. THE HONDURAS EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE PANAMA HOST
MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON TRAFFIC GROWTH IN
THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN THESE MSO FOR
ADDITIONAL OF HONDURAS INFRASTRUCTURE. THE PROPOSAL MUST BE ITEMIZED PRICING FOR
EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR YEAR BASIS, ETC).
TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS AND SPARES FOR
E-BTS (2).
Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)
detailed in section 1.2.
- ---------------------------
State which system features should be quoted as options (e.g. VMS).
PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly
Page 4 of 10
<Page>
1. SITE INFORMATION
1.1 MSO LOCATION:
Please provide the expected MSO location below:
Expected MSO Name: N/A
City Name; Guatemala
1.2 EBTS SITE INFORMATION
Please provide the types of EBTS configuration and their total number
of sites that are planned to be deployed in the table below. Double
click Table below and then modify.
AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
o Omni 1 through 18 (Cavity sites 1 through 20)
o 3SECTOR - __Through
o SRRC Omni - through 16
o SRRC 3Sector - 3 through 22
o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
o Outdoor SRSC Omni 1 through 3
AVAILABLE OPTIONS:
o LR - Left or Right Side Panel
o FR - Front and Rear Door
o TB - Top and Base Cover
o TTAI - Tower Top Amp Interface
o TTA - Tower Top Amp
o UP - Utility Pedestal and parts (Outdoor SRSC only)
Page 5 of 10
<Page>
<Table>
<Caption>
EBTS Configuration Table
--------------------------------------------------------------------------------------------------------------------------
# OF 70W/ HYB/ 75/120 OPTIONS
SITES SITE TYPE # OF BRS FREQ. 40W CAV E1/T1 OHMS
--------------------------------------------------------------------------------------------------------------------------
Sample 3 SRRC Sector 3-2-2 21 800Mhz 70 Hyb E1 120 TTAI, TTA
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 OMNI 16 16 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 OMNI 10 10 800MHZ 70 HYB E1 120
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 OMNI 4 4 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 OMNI 3 3 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 1 1 OMNI 7 7 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
Total Ph 1 5 40
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
PHASE 2 STAND ALONE BR'S 9
--------------------------------------------------------------------------------------------------------------------------
PHASE 2 18 OMNI 2 36 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
PHASE 2 1 OMNI 6 6 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------------------------
Total Ph 2 19 51
--------------------------------------------------------------------------------------------------------------------------
PHASE 3 STAND ALONE BR'S 17
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Total Ph 3 0 17
--------------------------------------------------------------------------------------------------------------------------
</Table>
Page 6 of 10
<Page>
2. CALL PROFILE:
2.1 PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT
Please provide the following call model information.
Double click Table below and then modify BLUE BOLD only. If call
profile is different by phases, please copy the table below and
generate call profile separately.
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
UNIT TYPE Int. Disp. Multi. Units Total
------------------ Number
Only Units Only Units Int. Disp. of
--------------------------------------------------------------------------------------- Subscriber
Interleave 3:1 6:1 3:1 6:1 Units
--------------------------------------------------------------------------------------- by
Calls/hr 0.18 1.80 0.60 1.80 Phase
Hold Time 120 20.0 84 20
Illum. Cells 1 2 1 2
Erlangs/Unit 0.0060 0.0120 0.0140 0.0120
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 1 0 1,132 2,640 3,772
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 2 0 1,697 3,961 5,658
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 3 0 2,444 5,704 8,148
----------------------------------------------------------------------------------------------------------
</Table>
Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice
2.2 PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
Please provide the following expected number of subscribers below.
Double click Table below and then modify BLUE BOLD only.
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
Default Value Phase 1 Phase 2 Phase 3
------------------------------------------------------------------------------------------------------------
VMS Users 100 % of Int. Units 5000 Users 10000 Users 0 Users
------------------------------------------------------------------------------------------------------------
SMS Users 5 % of Int. Units 2000 Users 4000 Users 0 Users
------------------------------------------------------------------------------------------------------------
IWF Users 5 % of Int. Units 2000 Users 4000 Users 0 Users
------------------------------------------------------------------------------------------------------------
Packet Data Users 5 % of Disp. Units 1000 Users 2000 Users 0 Users
------------------------------------------------------------------------------------------------------------
</Table>
Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)
3 PLANNED MSO PARAMETERS
3.1 MSC PARAMETERS
<Table>
o Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES )
o Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7 )
o Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3 )
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
o External HLR Required (Yes, No, Default = No)............................................(NO )
Page 7 of 10
<Page>
3.2 VMS PARAMETERS
o Average Voice Message per day per subscriber (Default = 2)...............................(2 )
o Average Message Length per Message (Default = 30 Sec)....................................(30 SEC )
o Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC )
o Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
o Busy Hour Call Rate (Default = 10 %).....................................................(10% )
o GOS (Default = 5 %)......................................................................(5% )
3.3 SMS PARAMETERS
o Short Message per day per subscriber (Default = 0.6).....................................(.6 )
o Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8 )
o VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70% )
o SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30% )
Note: Sum of VMS and SMS Penetration Rates must be 100 %.
3.4 IWF PARAMETERS
o Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1 )
o Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC )
o GOS (1, 2, etc. Default = 5 %)...........................................................(5% )
3.5 PACKET DATA
o Number of subscribers (15K, 64K, etc Default =15K)....................................(64 K)
4 EXPECTED MSO ROOM REQUIREMENTS
4.1 MSO ROOM: CUSTOMER'S RESPONSIBILITY
o Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M )
o Cable Tray or Floor Tile.................................................................(MOTOROLA )
o HVAC.....................................................................................(MOTOROLA )
4.2 AC POWER: CUSTOMER'S RESPONSIBILITY
o Inputs to Rectifiers Chose one:
o Voltage (380/415 VAC, 50/60 Hz).......................................................( )
o Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
o Voltage (480 VAC, 50/60 Hz)...........................................................( )
o Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ )
o Inputs to Monitors:
o Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC )
o Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE )
o Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ )
Page 8 of 10
<Page>
4.3 DC POWER:
o DC Power Plant (- 48 VDC System) and Rectifiers:
o Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA )
o N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES )
o Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
o DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES )
o DC Generator, if required................................................................(CUSTOMER SUPPLIED)
5 EBTS INFORMATION
5.1 FREQUENCY AVAILABLE
o Frequency Range Chose one:
o Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ )
o Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ )
5.2 EBTS EQUIPMENT
o EBTS Power (Standard, None, Specific)....................................................(STANDARD )
o EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
o EBTS Spares (Standard, None, Specific)...................................................(STANDARD )
6 STANDARD EBTS SITE REQUIREMENTS
6.1 SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
7 TEST EQUIPMENT
7.1 MSO TEST EQUIPMENT
o How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1 )
7.2 EBTS Test Equipment
o How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2 )
</Table>
Page 9 of 10
<Page>
8 ADDITIONAL INFORMATION
Please provide any additional comments concerning the system
requirements or the quotation format below:
THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
INTERCONNECT AND 5% FOR DISPATCH.
9 ATTACHMENTS:
9.1 PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED
This specification is mandatory if the system is to be designed for
both Interconnect and Dispatch. Disregard if your entire system is for
Dispatch Only.
In order to process a quotation for an MSC, Nortel will require an
English version of the local PSTN Signaling document/specifications.
Upon receipt of this document the quote can be officially started.
English version should include references to international standards.
For example: ISUP (ITU-T Blue Book).
9.2 SYSTEM BLOCK DIAGRAM - PREFERRED
ATTACH
9.3 NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
SIGNATURE. FAX TO 847-576-5801.
ATTACH
9.4 EXPORT CONTROL SCREENING
ATTACH
9.5 GOVERNMENT SCREENING FORM
ATTACH
9.6 Q-GATE 17
ATTACH
9.7 SALES STRATEGY FORM (IF APPLICABLE)
ATTACH
Page 10 of 10
<Page>
REQUEST FOR QUOTATION (RFQ)
QUESTIONNAIRE
INT'L iDEN INFRASTRUCTURE
NEW SYSTEM
................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:
1. A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2. AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3. GOVERNMENT SCREENING FORM
4. Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)
THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-IDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
................................................................................
Customer Name: TRICOM, S. A.
-------------
Customer Address: AVENIDA LOPE DE VEGA #95
----------------------------
APARTADO POSTAL 30373
---------------------
SANTO DOMINGO, REPUBLICA DOMINICANA
-----------------------------------
Proposal Number: _______________________________________
Submitted by: __
Approved by: _
Requested Due Date for Quotation? ___
Anticipated Date of Contract Award? __________
(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)
Page 1 of 10
<Page>
PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED. (See definitions below).
Budgetary or Firm Proposal XXXX
--------- ---------------
A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.
Please check other documentation required for the Budgetary Quote:
Generic Executive Summary xx
------------
Generic Implementation Schedule xx
----------
Generic Statement of Work xx
------------
Generic Responsibility Matrix xx
------------
Standard iDEN Purchase Agreement with Exhibits xx
-----------
ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.
A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.
ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.
Hard Copy of the Proposal or Budgetary Required? YES (yes/no) If No,
------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:
Name: Virgilio Cadena
Title: Vicepresidente de Operaciones Tricom
Address: Avenida Lope de Vega #95
Santo Domingo, Republica Dominicana
Phone: (809) 476-4042
Page 2 of 10
<Page>
Total number of Proposal/Budgetary Copies Required for Customer: 3
--------------
Two (2) copies will be given to Sales Team. Are additional copies required?
YES
- -------
If Yes, how many additional copies? ______.
To whom and to what address are they to be sent?
Luis Quijano and Valerie Bennett ( Project PM )
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.
DISCLAIMER
The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.
Page 3 of 10
<Page>
DESCRIBE YOUR iDEN SYSTEM REQUEST
Describe the New iDEN System you are requesting:
MSO Design Capacity - subscribers
------------------
Phase 1 Phase 2 Phase 3
RF Design Capacity 1,572 2,331 3,310
----- ----- -----
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).
TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED AT NICARAGUA . INTERCONNECT INTERLEAVE
WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND 70%
MULTISERVICE. THERE WILL BE 10 EBTS'S SITES WITH 46 BR'S., DIVIDED IN THREE (3)
PHASES. THE NICARAGUA EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE PANAMA HOST
MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON TRAFFIC GROWTH IN
THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN THESE MSO FOR
ADDITIONAL OF NICARAGUA INFRASTRUCTURE. THE PROPOSAL MUST BE ITEMIZED PRICING
FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR YEAR BASIS, ETC).
TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS AND SPARES FOR
E-BTS (2).
Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)
detailed in section 1.2.
- ---------------------------
State which system features should be quoted as options (e.g. VMS).
PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly
Page 4 of 10
<Page>
1. SITE INFORMATION
1.1 MSO LOCATION:
Please provide the expected MSO location below:
Expected MSO Name: N/A
City Name; Guatemala
1.2 EBTS SITE INFORMATION
Please provide the types of EBTS configuration and their total number
of sites that are planned to be deployed in the table below. Double
click Table below and then modify.
AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
o Omni 1 through 18 (Cavity sites 1 through 20)
o 3SECTOR - __Through
o SRRC Omni - through 16
o SRRC 3Sector - 3 through 22
o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
o Outdoor SRSC Omni 1 through 3
---------
AVAILABLE OPTIONS:
o LR - Left or Right Side Panel
o FR - Front and Rear Door
o TB - Top and Base Cover
o TTAI - Tower Top Amp Interface
o TTA - Tower Top Amp
o UP - Utility Pedestal and parts (Outdoor SRSC only)
Page 5 of 10
<Page>
<Table>
<Caption>
EBTS Configuration Table
---------------------------------------------------------------------------------------------------------------------------
# of 70w/ Hyb/ 75/120 Options
Sites Site Type # of BRs Freq. 40w Cav E1/T1 Ohms
---------------------------------------------------------------------------------------------------------------------------
SAMPLE 3 SRRC Sector 3-2-2 21 800Mhz 70 Hyb E1 120 TTAI, TTA
---------------------------------------------------------------------------------------------------------------------------
1 OMNI 5 5 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
2 OMNI 4 8 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
4 OMNI 3 12 800MHZ 70 HYB E1 120 NO
---------------------------------------------------------------------------------------------------------------------------
3 OMNI 2 6 800MHZ 70 HYB E1 120 NO
--------------------------------------------------------------------------------------------------------
Total Ph 1 10 31
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PHASE 2 STAND ALONE BR's 8
--------------------------------------------------------------------------------------------------------
Total Ph 2 0 8
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PHASE 3 STAND ALONE BR's 7
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Total Ph 3 0 7
---------------------------------------------------------------------------------------------------------------------------
</Table>
Page 6 of 10
<Page>
2. CALL PROFILE:
2.1 PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT
Please provide the following call model information.
Double click Table below and then modify BLUE BOLD only.
If call profile is different by phases, please copy the table below and
generate call profile separately.
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
UNIT TYPE Int. Disp. Multi. Units Total
Only Units Only Units Int. Disp. Number
--------------------------------------------------------------------------------------- of
Interleave 3:1 6:1 3:1 6:1 Subscriber
--------------------------------------------------------------------------------------- Units
Calls/hr 0.18 1.80 0.60 1.80 by
Hold Time 120 20.0 84 20 Phase
Illum. Cells 1 2 1 2
Erlangs/Unit 0.0060 0.0120 0.0140 0.0120
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 1 0 472 1,100 1,572
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 2 0 699 1,632 2,331
----------------------------------------------------------------------------------------------------------
Numer of Subcriber Units: Phase 3 0 993 2,317 3,310
----------------------------------------------------------------------------------------------------------
</Table>
Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice
2.2 PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
Please provide the following expected number of subscribers below.
Double click Table below and then modify BLUE BOLD only.
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
Default Value Phase 1 Phase 2 Phase 3
------------------------------------------------------------------------------------------------------------
VMS Users 100 % of Int. Units 10000 USERS 25000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
SMS Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
IWF Users 5 % of Int. Units 2000 USERS 4000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
Packet Data Users 5 % of Disp. Units 1000 USERS 2000 USERS 0 USERS
------------------------------------------------------------------------------------------------------------
</Table>
Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)
3 PLANNED MSO PARAMETERS
<Table>
3.1 MSC Parameters
o Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES )
o Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7 )
o Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3 )
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
o External HLR Required (Yes, No, Default = No)............................................(NO )
Page 7 of 10
<Page>
3.2 VMS Parameters
o Average Voice Message per day per subscriber (Default = 2)...............................(2 )
o Average Message Length per Message (Default = 30 Sec)....................................(30 SEC )
o Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC )
o Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
o Busy Hour Call Rate (Default = 10 %).....................................................(10% )
o GOS (Default = 5 %)......................................................................(5% )
3.3 SMS Parameters
o Short Message per day per subscriber (Default = 0.6).....................................(.6 )
o Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8 )
o VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70% )
o SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30% )
Note: Sum of VMS and SMS Penetration Rates must be 100 %.
3.4 IWF Parameters
o Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1 )
o Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC )
o GOS (1, 2, etc. Default = 5 %)...........................................................(5% )
3.5 Packet Data
o Number of subscribers (15K, 64K, etc Default =15K)....................................(64 K)
4 Expected MSO Room Requirements
4.1 MSO Room: Customer's Responsibility
o Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M )
o Cable Tray or Floor Tile.................................................................(MOTOROLA )
o HVAC.....................................................................................(MOTOROLA )
4.2 AC Power: Customer's Responsibility
o Inputs to Rectifiers Chose one:
o Voltage (380/415 VAC, 50/60 Hz).......................................................( )
o Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
o Voltage (480 VAC, 50/60 Hz)...........................................................( )
o Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ )
o Inputs to Monitors:
o Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC )
o Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE )
o Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ )
Page 8 of 10
<Page>
4.3 DC Power:
o DC Power Plant (- 48 VDC System) and Rectifiers:
o Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA )
o N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES )
o Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
o DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES )
o DC Generator, if required................................................................(CUSTOMER SUPPLIED)
5 EBTS Information
5.1 Frequency Available
o Frequency Range Chose one:
o Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ )
o Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ )
5.2 EBTS Equipment
o EBTS Power (Standard, None, Specific)....................................................(STANDARD )
o EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
o EBTS Spares (Standard, None, Specific)...................................................(STANDARD )
6 Standard EBTS Site Requirements
6.1 Span Lines from EBTSs to MSO: Customer's Responsibility
o Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1 )
7 Test Equipment
7.1 MSO Test Equipment
o How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1 )
7.2 EBTS Test Equipment
o How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2 )
</Table>
Page 9 of 10
<Page>
8 ADDITIONAL INFORMATION
Please provide any additional comments concerning the system
requirements or the quotation format below:
THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
INTERCONNECT AND 5% FOR DISPATCH.
9 ATTACHMENTS:
9.1 PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED
This specification is mandatory if the system is to be designed for
both Interconnect and Dispatch. Disregard if your entire system is for
Dispatch Only.
In order to process a quotation for an MSC, Nortel will require an
English version of the local PSTN Signaling document/specifications.
Upon receipt of this document the quote can be officially started.
English version should include references to international standards.
For example: ISUP (ITU-T Blue Book).
9.2 SYSTEM BLOCK DIAGRAM - PREFERRED
ATTACH
9.3 NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
SIGNATURE. FAX TO 847-576-5801.
ATTACH
9.4 EXPORT CONTROL SCREENING
ATTACH
9.5 GOVERNMENT SCREENING FORM
ATTACH
9.6 Q-GATE 17
ATTACH
9.7 SALES STRATEGY FORM (IF APPLICABLE)
ATTACH
Page 10 of 10