Exhibit 10.15
Letter of Agreement
This letter of agreement specifies the major points of agreement between Eastern
Washington University, Davis Communications, Inc., and Optimal Systems
Integrators, Inc. under which Davis Communications, Inc. and Optimal Systems
Integrators, Inc. will deliver Internet services to 900 dormitory rooms on the
Eastern Washington University campus. This Letter of Agreement will become an
attachment to and will be incorporated into the Agreement for Cable Television
Services, entered into between Davis Communications, Inc. and Eastern Washington
University, dated October 1, 1994.
Basic Terms:
The term of the agreement will be three years with service beginning on or
before September 15, 1997. However, if Eastern Washington University
determines that the service has not been satisfactorily provided during
year one, the University may cancel subject to a specified cancellation fee
of $2.50 per room per month for year one (nine months).
The goal of the service is to provide students with download access
comparable to the T1-served LAN-based systems as are available to the
students in the University Lab and Classroom systems.
Davis Communications, Inc. and Optimal Systems Integrators, Inc. will
provide high-speed Internet services via cable TV distribution to 900
dormitory rooms in the following five (5) buildings: Pierce, Morrison,
Dressler, Streeter, and Dryden. High-speed Internet access is defined as
download speeds from local services of not less than 256 Kilobits/s
provided that 20% or less of all rooms are concurrently accessing the
Internet. Download speeds from specific non-local Internet sites are
understood to be beyond the control of Davis Communications, Inc. and
Optimal Systems Integrators, Inc. It is also understood that the service
is asymmetrical and is not appropriate for hosting of student-operated web
sites or other Internet publishing activities.
Davis Communications, Inc. will bill the University quarterly in arrears,
based on 900 rooms, as such:
. During year one, $7.50 per room per month for nine months (three
quarters) ($60,750).
. During years two and three, $10.00 per room per month for nine
months (three quarters) ($81,000/yr.).
. If the service is cancelled prior to the onset of year two, an
additional $2.50 per room per month for year one service is due
and payable at service cancellation ($20,250).
The University will pay the City of Cheney franchise tax and other
applicable taxes.
Davis Communications, Inc. and Optimal Systems Integrators, Inc. are
responsible for the reliable operation of the electronic equipment, the
wiring, and the other components accessible to them that are necessary to
the provision of Internet access to the University's dormitory. Neither
Davis Communications, Inc. nor Optimal Systems Integrators, Inc. will be
held responsible for short-term service outages resulting from common
carrier failures or error conditions existing "out in the Internet" or
failure of equipment completely outside the control of either party.
Davis Communications, Inc. and Optimal Systems Integrators, Inc. are not
liable for any consequential damages due to any service outage.
Davis Communications, Inc. and Optimal Systems Integrators, Inc. are
responsible for user-level customer service concerning the operation and
availability of Internet access to dormitory residents.
Other Understandings:
Optimal Systems Integrators, Inc.:
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Optimal Systems Integrators, Inc. will provide actual Internet Access
via its PeRKInet technology. (In order to do this Optimal Systems
Integrators, Inc. will purchase, install, and make operational all
active network components, excepting the Davis Communications, Inc.
Cable TV distribution system.) Ownership of this equipment remains
with Optimal Systems Integrators, Inc.
Optimal Systems Integrators, Inc. will provide user technical support
to dormitory residents between the hours of 7:00 A.M. and 11:00 P.M.
This support is understood to be for Internet access related issues
and to be restricted to Win95, WindowsNT, Win3.1, and Macintosh
operating systems. Optimal Systems Integrators, Inc. may, at its
discretion, provide user support for other operating systems.
Optimal Systems Integrators, Inc. will maintain and keep operational
those system components installed by Optimal Systems Integrators, Inc.
both at Davis Communications' Head End facility and located on the
University. Furthermore, Optimal Systems Integrators, Inc. will
maintain and keep operational connectivity to the Internet.
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Optimal Systems Integrators, Inc. will be responsible for overall
Network Management as it relates to delivery of Internet services to
the University's dormitories.
Optimal Systems Integrators, Inc. will man and operate a user
assistance booth during the first four weeks of each academic year.
The booth shall be located in the Student Union building and the
University shall supply the space at no charge.
Optimal Systems Integrators, Inc., in cooperation with Davis
Communications, Inc., will be responsible for the termination and
testing of the existing Category 5 writing in the dormitories, now to
be used exclusively for delivery of Internet services.
Davis Communications, Inc.:
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Davis Communications, Inc. will make available 6MHz analog Television
bandwidths in increments of not less than 2MHz to be used for the
delivery of Internet services.
Davis Communications, Inc. will keep its distribution system in
compliance with FCC specifications in order to assure quality of
service for Internet services.
Davis Communications, Inc. will provide Cable TV service to riser
system in each dormitory.
Davis Communications, Inc. will provide space and access in its Head
End facility for PeRKInet hardware and termination of communication
circuits and their servicing by Optimal Systems Integrators, Inc.
staff.
Davis Communications, Inc. will respond to and resolve Cable TV-
related outages.
Davis Communications, Inc. will be responsible for billing.
Davis Communications, Inc. will be jointly responsible with Optimal
Systems Integrators, Inc. for maintaining the existing Category 5
cable within the dormitories.
Eastern Washington University:
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Eastern Washington University will make available to Davis
Communications, Inc. and Optimal Systems Integrators, Inc. access to
and use of wiring closets and riser pathways in each dormitory
facility for installation and maintenance activities.
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Eastern Washington University will provide power at each wiring
closet.
Eastern Washington University will make available to Davis
Communications, Inc. and Optimal Systems Integrators, Inc., at each
dormitory, the existing usable Category 5 unshielded twisted pair
wiring for the exclusive purpose of providing Internet access.
Eastern Washington University will maintain ownership of the wire.
Eastern Washington University will make available to Davis
Communications, Inc. and Optimal Systems Integrators, Inc. two dry
pair of telephone wire between each riser system and Eastern
Washington University's MDF (Main Distribution Frame) for the
exclusive purpose of providing dormitory Internet access.
Eastern Washington University will provide not less than 36 vertical
inches of 19" rack space within its MDF (and access to said space) for
termination of telecommunication services and location of routing
equipment and other network electronics.
Eastern Washington University will provide space for a user assistance
booth in the Student Union building for four weeks at the beginning of
each academic year. This space will have access to a telephone line
for modem access.
Eastern Washington University understands that students are
responsible for the purchase and installation of a 10Base-T Ethernet
adapter and station cable.
Signed: /s/ (illegible) Dated: 7/11/97
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Davis Communications, Inc.
Signed: /s/ Reed Olson Dated: 7/11/97
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Optimal Systems Integrators, Inc.
Signed: /s/ Rich Romero Dated: 7/11/97
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Eastern Washington University
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