CAPACITY PURCHASE AGREEMENT
N(DEGREE) FTLD/CSS/02/024
THIS AGREEMENT is entered into on , 2002.
BETWEEN
(1) FRANCE TELECOM LONG DISTANCE USA, LLC., a company incorporated in
Delaware and having its principal office at 1717 K Street North West,
suite 507, Washington DC, 20036-5333, USA ("Grantor"); and
(2) EQUANT OPERATIONS, INC., a company incorporated in the Delaware and
having its principal office at 12490 Sunrise Valley Drive, Reston,
Virginia, 20196, USA ("Purchaser");
Each hereinafter jointly referred to as "Parties".
RECITALS
(A) Grantor has rights on the network described in Schedule 1 (the
"Network").
(B) Purchaser desires to acquire from Grantor and Grantor is willing to
grant to Purchaser, Capacity in the Network on an IRU basis as
described in Schedule 2 (the "Capacity") and to provide co-location
services as described in Schedule 3 (the "Co-location").
(C) Grantor agrees to provide and Purchaser agrees to take the Capacity and
the Co-location on the terms and subject to the conditions set out in
this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
"Agreement" means this written agreement, including
the schedules.
"Affiliates" means, in respect to any Party, any
other entity controlled by, under
common control with, or controlling
such Party. For the purposes of the
Agreements, the term "control" means a
Person's (1) ownership, directly or
indirectly, of equity securities
entitling it to exercise in the
aggregate at least 50% of the voting
power of the entity in question; or (2)
possession directly or indirectly, of
the power to direct or cause the
direction of the management and
policies of or with respect to the
entity in question, whether through
ownership of securities, by contract or
otherwise.
"Capacity" means the telecommunications bandwidth
supplied by the Grantor for Purchaser's
sole and exclusive use. The Capacity
may be either Wavelengths, Wavelength
Rings or Interim Capacity, as more
fully described in Schedule 2 and
Schedule 2A.
"Co-location Services" means the locating of Purchaser's
telecommunications equipment within the
premises of Grantor, as further
described in Schedule 3.
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"Co-location Fee" means the amount payable by
Purchaser to Grantor for the
Co-location as further described in
Schedule 5.
"Committed Delivery Date" means the Delivery Date on which
Grantor has committed that each
Wavelength or Wavelength Ring or
Co-location Services will meet the RFS
Standard pursuant to Grantor's tests as
further described in Schedule 2 and
Schedule 6, and on which Grantor has
committed to put the Capacity at
Purchaser's disposition for Purchaser
to complete its tests to meet the RFS
Standard, as further described in
Schedule 2 and Schedule 6.
"Confidential Information" means in relation to either Party,
information (whether in oral, written
or electronic form) belonging or
relating to that Party, its business
affairs or activities which is not in
the public domain and which: (i) either
Party has marked as confidential or
proprietary, (ii) either Party, orally
or in writing has advised the other
Party is of a confidential nature,
(iii) due to its character or nature, a
reasonable person would treat as
confidential, and/or (iv) the contents
of this Agreement.
"Corresponding Wavelength
Ring" means, when talking about a specific
Wavelength, the Wavelength Ring the
specific Wavelength is part of, as more
fully described in Schedule 2.
"DDF" means Digital Distribution Frame.
"Delivery Date" means the date on which a
Wavelength or Wavelength Ring has
successfully met the RFS Standard
pursuant to Grantor's acceptance tests,
and Grantor puts the capacity at
Purchaser's disposition for Purchaser's
to complete Purchaser's acceptance
tests to meet the RFS Standard.
"Effective Date" means September 14, 2001 which
date corresponds to the delivery date
of the first of Interim Capacity.
"Footprint" means a dedicated space 60 centimeters
by 60 centimeters which Purchaser shall
order from Grantor pursuant to a
Service Order Form.
"Initial Payment means the amount referred to in
Schedule 5, Section 1, (i).
"Interim Capacity" means the broadband services
based on Sonet technology, provided by
Grantor to Purchaser, as more fully
described in Schedule 2A. The Interim
Capacity is delivered either to
Purchaser's POPs or to Grantor's
premises for an initial period of six
(6) months.
"IRU" means an indefeasible right of use of a
unit of Capacity dedicated to Purchaser
on the Network in accordance with the
terms and conditions of this Agreement.
"OA&M Charges" means the operation,
administration and maintenance charges
specified in Clause 5 and Schedule 5.
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"ODF" means Optical Distribution Frame.
"POP" means a Point of Presence where Grantor
exchanges telecommunications services
with customers or other
telecommunications carriers. The POPs
are listed in Schedule 4.
"Purchase Price" means the amount payable by Purchaser
to Grantor for the Capacity as
specified in Schedule 5.
"Requested Delivery Date" means the date identified in the
Service Order Form, on which Purchaser
requests Grantor to activate a
Wavelength and/or Wavelength Ring and
the Co-location Services, as further
described in Schedule 6, Section 1.1.
"RFS Date" means, with respect to each Wavelength
and Wavelength Ring, the date on which
such Wavelength or Wavelength Ring
meets Grantor's and Purchaser's
acceptance tests as described in Clause
2.1 and Schedule 6 and Schedule 7.
"RFS Standard" means the standards identified in
Schedule 7 which both Purchaser's and
Grantor's acceptance tests must meet.
"Service Order" means an order for Capacity or
Co-location placed by Purchaser with
Grantor by means of completion of the
Service Order Form.
"Service Order Form" means a form to be completed by
Purchaser with Grantor when placing an
order for Capacity or Co-location
Services, a model of each of which is
attached as Schedule 8.
"Site(s)" means the site(s) between and at
which the Capacity and the Co-location
are to be provided to Purchaser as more
specifically described as "Site A" and
"Site B" in Schedule 2, Schedule 2A,
Schedule 3 and in the Service Order
Form.
"SOF Acceptance Date" means the date on which Grantor
acknowledges receipt from Purchaser of
a completed Service Order Form, as
described in Schedule 6, Section 1.
"Term" means the period from the execution
of this Agreement until the expiry of
the last Wavelength Term running.
"The Network" means the telecommunication systems run
by the Grantor from time to time, for
the purpose of providing the Capacity.
In the framework of this Agreement, the
Network is limited to the Sites listed
in Schedule 4.
"Wavelength(s)" means an unprotected 2.5 Gbps
point-to-point broadband service, based
on DWDM technology, routed on the
Network, and delivered at Grantor's
POPs, as further described in
Schedule 2.
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"Wavelength Ring" means a set of Wavelengths making a
closed loop. The speed rate of one
Wavelength Ring is 2.5 Gbps, as further
described in Schedule 2.
"Wavelength Term" means ten (10) years from the RFS Date
of the Wavelength or the RFS Date of
the Corresponding Wavelength Ring.
"Working Day" means local business days 8.30 am to
6.30 pm local time excluding bank and
public holidays in the countries in
which the relevant Sites are located.
1.2 Where the context so admits or requires words denoting the singular
include the plural and vice versa and words denoting any gender include
all genders.
1.3 Clause headings are purely for ease of reference and do not form part
of or affect the interpretation of this Agreement.
1.4 References to Clauses and Schedules are to Clauses of and Schedules of
this Agreement.
1.5 References to each Party herein include references to its successors in
title, permitted assigns and novatees.
1.6 In the event of any inconsistency between the provisions of any
schedule hereto and the provisions of the main body of this Agreement,
the latter shall prevail to the extent of the inconsistency.
2. PROVISION OF CAPACITY AND CO-LOCATION
Grantor shall provide the Capacity and Co-location subject to the
conditions set forth below.
2.1 Wavelengths
2.1.1 Purchaser hereby agrees to acquire the Wavelengths specified in
Schedule 2 hereof on an IRU basis for the Purchase Price on the terms
and conditions set forth in this Agreement.
Grantor will provide the Wavelength Rings for the Wavelength Term,
unless this Agreement is terminated earlier under Clause 8, in which
case such provision of Wavelength Rings shall terminate automatically.
The Wavelength Term may be extended under Clause 8.1.
2.1.2 The delivery and acceptance testing procedures of Wavelengths and
Wavelength Ring are set forth in Schedule 6.
2.1.3 If the RFS Date for any Wavelength or Wavelength Ring does not occur
within sixty (60) Working Days of the Committed Delivery Date,
Purchaser may terminate its obligation to purchase such Wavelength and
the Corresponding Wavelengths on such Wavelength Ring with immediate
effect, except where such delay is due to Purchaser. In such case,
Grantor shall refund any Initial Payments applicable to such Wavelength
or the Corresponding Wavelength Ring, plus any interest accrued on such
Initial Payments from the Initial Payments Date to the date Purchaser
terminates its obligation to purchase such Wavelength or the
Corresponding Wavelength Ring. Such interest shall be calculated at the
rate per annum of three (3)-month Euribor rate, or the highest rate
applicable by law, whichever is the lesser, in effect from time to time
calculated on a daily basis from the date on which payment became due
to the date such payment is received by the other.
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2.1.4 Thereafter Grantor shall not reroute the Wavelengths without the
permission of Purchaser, other than in an emergency or restoral
situation. In such an emergency or restoral situation, Grantor shall
notify Purchaser of such rerouting as soon as reasonably practicable.
2.1.5 The Capacity shall meet the performance objectives set forth in
Schedule 6, Service Level Agreement.
2.1.6 Purchaser shall be entitled to cause Grantor to upgrade and expand the
Capacity in accordance with Purchaser's network and business growth
objectives, insofar as such upgrade is technically possible. Any
additional request for capacities, whether expansion, new activation or
upgrade ("Additional Capacity") shall be governed by the Agreement for
the Purchase of Global Transmission Services by and between France
Telecom and Newco dated June 29th, 2001 ("The Global Agreement"), if
the Additional Capacity falls within the scope of the Global Agreement.
The SLA included in the Agreement shall apply to any such Additional
Capacity. The pricing conditions included in the Global Agreement shall
apply unless the Parties agree otherwise at the time of the request.
2.1.7 Grantor shall provide a circuit identifier on the Service Order Form
which number shall be confirmed at the SOF Acceptance Date.
2.2 Interim Capacity
The terms and conditions governing the provision of Interim Capacity by
Grantor to Purchaser are set forth in Schedule 2A.
2.3 Co-location Services
The Grantor shall provide and Purchaser shall purchase Co-location
Services as specified in Schedule 3 hereof for the Co-location Fee. The
Grantor shall provide Co-location Services for the term set forth in
the Service Order Form unless this Agreement is terminated earlier
under Clause 8, in which case such provision of Co-location Services
shall terminate automatically. The provision of Co-location Services
may be extended under Clause 8.1.
3. PAYMENT FOR CAPACITY AND CO-LOCATION SERVICES
3.1 Purchaser shall make payment for the Capacity to Grantor's account in
immediately available United States dollars, in accordance with the
payment terms set forth in Schedule 5 and 6.
3.2 OA&M CHARGES. Grantor will invoice Purchaser quarterly in advance in
United States dollars on the first Working Day of January, April, July
and October for the OA&M Charges, with the exception of OA&M to be
applied on Capacity activated in between January, April, July and
October. In this case, OA&M will be charged to Purchaser at quarterly
pro rata temporis from the RFS Date of each Capacity.
CO-LOCATION SERVICES. Grantor shall invoice Purchaser monthly for all
sums payable by Purchaser for Co-location Services. Grantor shall
establish the invoice not later than thirty (30) days after the month
to which the Co-location Services relates.
3.3 Purchaser shall pay all amounts due under this Agreement within
thirty (30) days of the date of the invoice.
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3.4 Purchaser shall make all payments under this Agreement by means of a
wire transfer to the following Grantor account or any other account
designated by Grantor in writing by bank transfer to the following
Grantor account:
CREDIT LYONNAIS
AGENCE CENTRALE ENTREPRISES PARIS
CODE IBAN FR76 3000 2007 9000 0000 6230 S35
CODE SWIFT CRLY FRPP XXX
Each Party shall be entitled on reasonable grounds to dispute any
invoice or payment. In such case, that Party shall give the other Party
notice within thirty (30) days of receipt of the disputed invoice or
payment, specifying the disputed amount, together with such supporting
documentation as shall be necessary to substantiate its claim. The
Parties shall co-operate to resolve the dispute in an expeditious
manner and in any event within thirty (30) additional days. No claims
shall be valid if such notice and documentation is not delivered within
such thirty (30) day period. In no event shall either Party withhold
any part of any invoice which is not the subject of a bona fide
dispute. If the dispute is not resolved within the above prescribed
period, it shall follow the Dispute Resolution process defined in
Clause 24.
3.5 All amounts due hereunder that are not paid when due, including any
amount subject to a bona fide dispute by a Part shall accrue interest
at the rate per annum of three (3)-month Euribor rate, or the highest
rate applicable by law, whichever is the lesser, in effect from time to
time calculated on a daily basis from the date on which payment became
due to the date such payment is received by the other.
3.6 The Purchase Price is fair market value.
4. TAXES
4.1 All payments made by Purchaser under this Agreement shall be made
without any deduction, set-off or counterclaim and, except to the
extent required by any law or regulation, free and clear of any
deduction or withholding on account of any tax, duty or other charges
of whatever nature imposed by any taxing or governmental authority
(collectively "Taxes").
4.2 All payments under this Agreement are exclusive of value added tax or
other relevant sales or turnover taxes ("VAT"). Purchaser shall pay to
grantor all applicable VAT with the relevant payments for the Services.
4.3 Any rates, levies, charges or Taxes (other than taxes on Grantor's
income) levied or assessed in relation to the use, ownership,
possession or occupation of the Capacity or Co-location Services
provided pursuant this Agreement (being rates, levies, charges or Taxes
that are directly related to the use, ownership, possession or
occupation by Purchaser of the Capacity or Co-location Services) shall
be borne by and shall be for the account of Purchaser.
5. OPERATION, ADMINISTRATION AND MAINTENANCE OF THE NETWORK
5.1 Grantor shall cause the Network to be operated, administered and
maintained in efficient working order and in accordance with the
standards of a reputable service provider in the telecommunications
industry and in accordance with Schedule 3, Access and Co-location
Services. Grantor shall ensure that its sub-contractors, affiliates,
and suppliers perform their obligations and will cause them to operate
the Network including routine, preventive and
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corrective maintenance in accordance with performance standards set
forth in Schedule 6. Grantor shall be solely responsible for the
performance of its obligations hereunder and the performance of its
sub-contractors, affiliates and suppliers and shall indemnify and hold
Purchaser harmless regarding any claim, loss or damage asserted or
caused by any such sub-contractor, affiliate or supplier of Grantor.
5.2 Grantor will have sole responsibility for negotiating, executing and
administering the contracts related to the construction, operation,
maintenance and repair of the Network.
5.3 Should any condition exist that may impair the integrity of the
Network, Grantor shall initiate and coordinate restoral or planned
maintenance as required, which may include deactivation of the Network
or a segment thereof. As per section 4 of Schedule 6, Grantor shall, to
the extent reasonably practicable, give Purchaser fourteen (14)
calendar days notice in writing (or such shorter period as may be
necessary), prior to initiating a planned maintenance operation, of the
timing and scope of such planned maintenance operation.
5.4 In the event of disruption of service due to an Event of Force Majeure
or any other cause or other emergency, Grantor shall cause service to
be restored as quickly as possible, and Grantor shall take all such
measures necessary to obtain such objective.
5.5 Purchaser shall pay the OA&M Charges in accordance with Clause 3.2.
6. ACCESS TO THE NETWORK
6.1 POPS
Purchaser shall have the right to connect its telecommunications system
and access circuits with the Network and Grantor will ensure that
Purchaser is granted access to the Network at the points agreed between
the parties ("POPs"), upon reasonable prior notice between 9.00 a.m.
and 5.00 p.m., Monday to Friday ("Normal Business Hours"), as described
in Schedule 3. Purchaser may obtain access to the Network outside
Normal Business Hours upon receipt of Grantor's prior written consent.
Purchaser shall be entitled to install Purchaser's equipment at the
POP, if necessary, and shall comply with all reasonable instructions
issued from time to time by Grantor in relation to the use of the POP
facilities. Grantor will also ensure that any access circuit,
equipment, or maintenance provider chosen by Purchaser is granted
access to Grantor's Sites under the same conditions granted to
Purchaser as described above. Should Purchaser face major difficulties
in accessing Grantor's Sites via a third party, Grantor and Purchaser
shall negotiate in good faith in a timely manner fair and reasonable
conditions for the access to the Sites.
6.2 Purchaser shall keep safe and secure and shall take all reasonable care
of any and all equipment at Grantor's premises or elsewhere while such
equipment is in the possession and control of Purchaser, whether the
connection to the Network is performed either by the Purchaser itself,
or any access provider chosen by Purchaser.
6.3 Purchaser acknowledges that it will not have exclusive occupation of
the POPs and in recognition of this fact, Purchaser covenants with
Grantor that it will not, and that it will procure that its personnel,
customers and access providers will not, tamper with, modify, deal,
repair, alter or in any way interfere with equipment which is not their
own without the prior authorisation of Grantor. Purchaser acknowledges
that the right of access granted under this Clause 6 is granted solely
for the purpose of connecting its telecommunications system and access
circuits to the Network and solely for the purpose of receiving the
Capacity and Co-location services provided by Grantor to it under this
Agreement.
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7. NON-INTERFERENCE AND COMPLIANCE WITH LAW
7.1 Purchaser's use of the Network shall not: (i) interfere with or impair
service over any of the facilities comprising the Network or any
circuits or facilities of any other user of the Network; (ii) impair
privacy of any communications over such circuits or facilities; (iii)
cause damage of any nature to the Network; or (iv) create hazards to
the employees of any of the aforementioned users of the Network or of
any owner of the aforementioned circuits or facilities or to the
public.
7.2 Purchaser shall obtain all necessary licences, approvals, permits and
consents required by any government or regulatory authority having
jurisdiction over the Network to authorise Purchaser to use the
Network. Purchaser shall use the Network in accordance with and subject
to all applicable provisions of law including but not limited to the
licences for Grantor to operate the Network and any and all applicable
rules, regulations and orders of any government or regulatory authority
having jurisdiction over the Network.
7.3 Purchaser shall comply with all reasonable rules and instructions from
time to time notified by Grantor to Purchaser in relation to the safe
use of the Capacity and Co-location.
8. TERM AND TERMINATION
8.1 This Agreement shall have effect on and from the Effective Date and,
subject to the remaining terms of this Clause 8, shall continue in full
force and effect for the Term.
Before the end of each Wavelength Term, Purchaser may decide to extend
such term. The Parties shall agree on such extension and on the amounts
to be paid (including OA&M) at such time.
8.2 If either Party commits a material breach of this Agreement, and such
breach is not remedied within thirty (30) days following a written
notice by the non-breaching Party, the non-breaching Party may
terminate this Agreement with immediate effect and exercise all rights
and remedies available to it at law.
8.3 Either Party may terminate this Agreement forthwith on written notice
if the other Party becomes insolvent, has a trustee, receiver,
administrative receiver, administrator or manager appointed of the
whole or any part of its assets or business, makes any composition or
arrangement with its creditors, takes or suffers any similar action in
consequence of debt or any order or resolution is made for its
dissolution or liquidation (other than for the purpose of solvent
amalgamation of reconstruction) under the laws applicable to that
Party. If such an event occurs on the part of the Grantor, the trustee,
receiver, administrative receiver, administrator or manager of
insolvency shall continue to service the Capacity until the end of the
Term for such time as Purchaser continues to pay the OA&M charges.
9. NO LICENSE
Nothing in this Agreement shall vest in or confer on Purchaser any
patent or any other right or licence in the intellectual property
arising from or relating to any apparatus, system or method used by
Grantor or by Purchaser in connection with the use of the Capacity or
Co-location.
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10. ASSIGNMENT
10.1 Either Party ("the Assigning Party") shall be permitted to assign,
transfer or otherwise dispose of this Agreement to any of its
Affiliates. The Assigning Party shall give the other Party thirty (30)
days advance written notice of any such assignment, transfer or other
disposition.
10.2 Neither Party shall be entitled, except as provided in Clause 10.3, to
assign, transfer or dispose of, in any manner, this Agreement to a
non-Affiliate without the prior written consent of the other Party, and
any attempted assignment, transfer or disposal without said prior
written consent shall be void.
10.3 No person other than a Party to this Agreement shall be entitled to
enforce or benefit from any term of it save that where an agreement is
entered into pursuant to which any rights and/or obligations contained
in this Agreement are permissibly assigned or novated to a third party,
nothing in this Clause shall, of itself, operate to prevent the
assignee from taking the benefit of, and enforcing, any rights so
assigned.
11. INTELLECTUAL PROPERTY
For the avoidance of doubt nothing in this Agreement shall have the
effect of granting or transferring to, or vesting in Purchaser any
intellectual property rights, or any other right, title or interest in
or to any ideas, strategies, methodologies, processes, concepts or
policies belonging to, denied, developed or created by Grantor or any
third party whether before or in the course of performance of this
Agreement or otherwise, or any material, item or work devised,
developed or created by Grantor or any third party prior to or during
the term of this Agreement.
12. NATURE OF RIGHTS
All rights granted hereby and obligations entered into hereunder are
purely contractual. Nothing in this Agreement shall have effect to
grant any ownership, proprietary or possessory rights in any of the
subject-matter hereof to Purchaser.
13. WARRANTIES
13.1 Grantor hereby represents and warrants to Purchaser that:
13.1.1 Grantor is a corporation duly organised and validly existing under
the laws of the United States; and
13.1.2 Grantor has full power and authority to enter into and perform
this Agreement, and that there are no existing agreements or
arrangements with third parties the terms of which prevent it from
entering into this Agreement or which would impede or prevent the
substantial performance of its obligations under this Agreement.
13.2 Purchaser hereby represents and warrants to Grantor that:
13.2.1 Purchaser is a corporation duly organised, validly existing and in
good standing under the laws of the United States; and
13.2.2 Purchaser has full power and authority to enter into and perform
this Agreement, and that there are no existing agreements or
arrangements with third parties the terms of
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which prevent it from entering into this Agreement or which would
impede or prevent the substantial performance of its obligations
under this Agreement.
13.3 The foregoing representations and warranties shall survive the
execution and delivery of this Agreement.
13.4 Grantor represents and warrants that it will obtain by the RFS Date,
all material and applicable governmental or non-governmental licences,
easements, rights of way, rights of collocation and any other
approvals, permits or consents required for Grantor to provide the
Capacity and Co-location Services ("Authorisations"), and will maintain
or renew all such Authorisations through the term of this Agreement and
replace such Authorisations with reasonably suitable replacement
Authorisations if any expire or are terminated or discontinued during
the term of this Agreement. If any Authorisations are modified,
terminated or discontinued and not replaced resulting in interruption
of service, then Grantor will provide Purchaser with comparable Service
or compensate Purchaser appropriately.
14. LIABILITIES AND WARRANTIES
14.1 This Agreement sets forth the full extent of each Party's obligations
and liabilities in respect of the provision of Capacity and the
Co-location. Any condition, warranty or other term concerning the
provision of Capacity and Co-location which might otherwise be implied
into or incorporated into this Agreement, or any collateral contract,
whether by statute, common law or otherwise is hereby excluded.
14.2 Grantor shall not be liable to Purchaser for any loss or damage caused
by or arising out of any temporary failure or disruption of the Network
or any facilities associated herewith or for any interruption of a
Service except as expressly provided in this Agreement.
14.3 Nothing in this Agreement shall exclude or limit either Party's
liability for fraud or for death or personal injury.
14.4 In no event shall either Party be liable under this Agreement for any
consequential, incidental, indirect or special loss or damage of any
kind, in each case howsoever arising, and whether arising in tort
(including negligence), breach of contract or otherwise.
14.5 Neither Party shall be liable to the other or any third party for any
claim, damage or expense by reason of the information or content
transmitted over the Network by either Party.
14.6 Notwithstanding anything in this Agreement, neither Party shall be
liable to the other for any claims arising out of a breach in the
privacy or security of communications transmitted over such Party's
facilities, unless such breach in the privacy or security of such
communications is a result of the willful misconduct of such Party.
14.7 Except for (a) claims arising from death or personal injury (for which
no limit applies); (b) claims arising from breach of third party
intellectual property rights; (c) unpaid invoices; or (d) credits under
any service level agreements, the Parties' cumulative liability for
damages under this Agreement, for any cause whatsoever, and regardless
of the form of action, whether in tort or contract, shall be limited to
Euros 7,500,000 per event, or per series of connected events.
14.8 The provisions of this Clause 14 shall continue to apply
notwithstanding the termination or expiry of this Agreement.
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14.9 Grantor represents and warrants that it shall supply the Capacity
described in Schedule 2, and ensure that the maintenance and restoral
are performed, all in accordance with the standards of a reputable
service provider in the telecommunications industry.
15. FORCE MAJEURE
Neither Party shall be deemed in default of any of its obligations
under this Agreement, if, and to the extent that, performance of such
obligation is prevented or delayed by acts of God or public enemy,
civil war, insurrection or riot, fire, flood, explosion, earthquake,
national emergency, act or omission of any governing authority or
agency thereof or any other unforeseeable, unpredictable, circumstances
beyond its control ("Event of Force Majeure"), provided that such Event
of Force Majeure is not caused by the negligence of the Party claiming
the Event of Force Majeure. The claiming Party shall use reasonable
endeavours to avoid or minimise the effects of an Event of Force
Majeure. Upon the occurrence of an Event of Force Majeure, the time for
performance shall be extended for the period of delay or inability to
perform due to such occurrence, provided that should such Event of
Force Majeure extend beyond sixty (60) days, the non-affected Party
shall have the right to terminate this Agreement and seek all remedies
available to it at law.
16. RELATIONSHIP OF THE PARTIES
The relationship between the Parties is that of independent
contractors. Nothing in this Agreement shall constitute the Parties as
partners, joint ventures or constitute any Party as the agent, employee
or representative of the other Party or empower any Party to act for,
bind or otherwise create or assume any obligation on behalf of any
other Party, and no Party shall hold itself out as having authority to
do the same.
17. SEVERABILITY
If any term of this Agreement is found to be illegal, invalid or
unenforceable under any applicable law, such term shall, insofar as it
is severable from the remaining terms, be deemed omitted from this
Agreement and shall in no way affect the legality, validity or
enforceability of the remaining terms.
18. WAIVER
The failure of any Party to enforce or to exercise at any time or for
any period of time any term of or any right or remedy pursuant to this
Agreement does not constitute, and shall not be construed as, a waiver
of such term, or right or remedy and shall not prevent any further
exercise of the term, right or remedy or the exercise of any other
right or remedy.
19. HEADINGS
The headings of the clauses of this Agreement are for convenience of
reference only and are not intended to restrict, affect or be of any
weight in the interpretation or construction of provisions of such
clauses.
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20. NOTICES
Any notice or other communication pursuant to this Agreement shall be
in writing and shall be deemed to have been duly given or served by the
Parties if sent by hand or facsimile or by registered mail addressed as
follows:
If to Grantor: If to Purchaser:
France Telecom USA Inc. Equant Operations, Inc.
ATTN: Frederic Freschel, ATTN: General Counsel,
With a copy to Legal with a copy to Vice President, Telecom
Supplier Management
Facsimile: +33 1 43 42 63 34 Facsimile: 1 703 689 6690
1 33 4641 9188
If notice is sent by hand, it shall be deemed to have been received on
the date of delivery, provided delivery is obtained. If notice is sent
by registered mail, it shall be deemed to have been received on the
fifth day after it was dispatched. If notice is sent by facsimile, it
shall be deemed to have been received upon day the transmission was
sent.
21. AMENDMENTS
No alteration to or variation of this Agreement shall take effect
unless and until the same is in writing and signed on behalf of each of
the Parties by a duly authorised representative.
22. CONFIDENTIALITY
22.1 Subject to Clause 22.2, each Party undertakes to the other that it will
maintain and treat in confidence, and procure that its directors,
employees and professional advisers, sub-contractors and agents
maintain and treat in confidence, the other Party's Confidential
Information.
22.2 Clause 22.1 shall not apply to any information which:
- is in or comes into the public domain other than by default of
the recipient Party; or
- is or has already been independently generated by the recipient
Party; or
- is lawfully received by the recipient from a third party on an
unrestricted basis; or
- is in the possession of or is known by the recipient Party
prior to the date of this Agreement, to the extent that such
recipient Party is not bound by any existing obligation of
confidentiality in respect of such information to the other
Party hereto.
22.3 Nothing in this Clause 22 shall prohibit or restrict either Party
disclosing any Confidential Information to the extent to which the same
is required to be disclosed by law, regulation or pursuant to an order
of a competent authority, or to a legal, financial, accounting or other
professional adviser (including lenders and other financiers), provided
the recipient provides, in the case of disclosure by law, regulation or
order, the disclosure with reasonable written notice prior to any such
disclosure and in the case of disclosure to a professional advisor that
12
the professional advisor undertakes to treat the Confidential
Information as confidential (in terms materially the same as this
Clause 22).
22.4 On termination of this Agreement for whatever reason the recipient
Party shall return to the disclosing Party (or, at the discretion of
the disclosing Party, destroy) all copies of Confidential Information
of the other Party which it has in its possession.
22.5 The provisions of this Clause 22 shall survive the termination or
expiry of this Agreement for a period of five years.
23. ANNOUNCEMENTS
No announcement shall be made or issued in respect of the subject
matter of this Agreement without the prior written approval of the
Parties (save for any announcement which is required to be made by any
stock exchange or by any governmental authority, where the relevant
Party shall (as far as practicable) make available the proposed
announcement to the other Party for prior comment). The Parties will
co-operate to establish a public position which they are entitled to
present to third parties.
24. GOVERNING LAW AND DISPUTE RESOLUTION
24.1 This Agreement shall be construed in accordance with and shall be
governed by the laws of England and Wales.
24.2 Where any dispute or difference arises between Purchaser and Grantor or
their representatives which remains unresolved, the dispute or
difference shall be escalated as follows, for resolution:
FIRST LEVEL
Grantor Account Manager
Purchaser VP, Telco Supplier Management
If agreement cannot be reached within ten working days the dispute or
difference may be escalated by either Party to the Second Level.
SECOND LEVEL
Grantor VP, CSS
Purchaser VP, Customer Services and Network Finance
If agreement cannot be reached within ten days of escalation to the
Second Level then either Party may escalate the dispute or difference
to the Third and final level:
THIRD LEVEL
Grantor FTLD EVP
Purchaser Senior VP, Customer Service and Network
13
If agreement cannot be reached within ten (10) days of escalation to
the Third Level then either Party may refer the dispute to arbitration
pursuant to the Rules of Arbitration and Reconciliation of the
International Chamber of Commerce.
24.3 Nothing in this Clause 24 will prevent either Party from having
recourse to a court of competent jurisdiction for the purpose of
seeking a preliminary injunction or other provisional declaratory
relief, as it considers necessary to avoid irreparable damage.
25. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute
one and the same document.
26. ENTIRE AGREEMENT
This Agreement contains all the terms agreed among the Parties
regarding its subject matter and supersedes any prior agreement,
understanding or arrangement between the Parties, whether oral or in
writing. No representation, undertaking or promise shall be taken to
have been given or be implied from anything said or written in
negotiations among the Parties prior to this Agreement except as
expressly stated in this Agreement.
SCHEDULES:
1 - The Network
2 - The Capacity : Wavelength Rings
2A - The Interim Capacity
3 - Access and Co-Location Services
4 - Addresses of the POPs
5 - Pricing
6 - Service Level Agreement
7 - Ready For Service Standard
8 - Service Order Forms
27. FURTHER ASSURANCES
The Parties shall do and execute all such further acts and things as
are reasonably required to give full effect to the rights given and the
transactions contemplated by this Agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement on the date set
forth herein (the "Date of Signature").
FRANCE TELECOM LONG DISTANCE USA, LLC. EQUANT OPERATIONS, INC.
By: By:
--------------------------------- ----------------------------------
(Signature) (Signature)
Name: Name:
------------------------------- -----------------------------
Title: Title:
------------------------------ ----------------------------
Date: Date:
------------------------------- -----------------------------
14
SCHEDULE 1: THE NETWORK
1. DESCRIPTION
The NABN network is based on dense wavelength division multiplexing technology
(DWDM). The systems implemented allow the transportation of 40 optical channels
at 10 Gbit/s per channel. The network architecture consists of several
interconnected loops. Each loop is realized by several DWDM links
interconnecting the PoPs altogether.
SCHEDULE 2: THE CAPACITY
1. WAVELENGTH RINGS
Grantor agrees to provide Purchaser with 2 x 2.5 Gbps on each of the 7 (seven)
Wavelength Rings for a total of 66 (sixty-six) Wavelengths as described below.
There will be two Wavelengths per section of a Wavelength Ring. Except for
Wavelength Ring 1, in particular the Wavelength between New York and Atlanta,
the Wavelength Rings will be delivered over the Network. The Wavelength between
New York and Atlanta will be carried over a third party supplier's network (s).
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 1
------------------------------- ----------------------------
Atlanta 1 Washington
Washington Philadelphia -- SOF Acceptance Date+90 days
Philadelphia New York 2
New York 2 Atlanta 21
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 2
------------------------------- ----------------------------
New York 1 Boston
Boston Cleveland -- SOF Acceptance Date+90 days
Cleveland Washington
Washington New York 1
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 3
------------------------------- ----------------------------
Atlanta 1 Washington
Washington Cleveland
Cleveland Detroit -- SOF Acceptance Date+90 days
Detroit Chicago 1
Chicago 1 Nashville
Nashville Atlanta 1
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 4
------------------------------- ----------------------------
Atlanta 1 Miami
Miami Houston
Houston Dallas -- SOF Acceptance Date+90 days
- -------------
1 Via third party supplier for the 2 x 2.5 Gbps NY 2 - Atlanta 2
15
Dallas Nashville
Nashville Atlanta 1
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 5
------------------------------- ----------------------------
Nashville Chicago 2 2
Chicago 2 Denver
Denver Stratford -- SOF Acceptance Date+90 days
Stratford Dallas
Dallas Nashville
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 6
------------------------------- ----------------------------
Stratford Denver
Denver Ogden -- SOF Acceptance Date+90 days
Ogden Los Angeles
Los Angeles Stratford
------------------------------- ----------------------------
WAVELENGTH Committed Delivery Date
RING 7
------------------------------- ----------------------------
Ogden Seattle
Seattle San Francisco
San Francisco San Jose -- SOF Acceptance Date+90 days
San Jose Los Angeles
Los Angeles Ogden
------------------------------- ----------------------------
2. WAVELENGTHS
In addition, Grantor agrees to provide Purchaser with Wavelengths over the
Network, which Wavelengths will be provided in two sets.
2.1 FIRST SET OF WAVELENGTHS
The first set is made of 14 (fourteen) Wavelengths as described below:
EXTREMITY A EXTREMITY B DELIVERY DATE
- ----------------------------------------- --------------------------------
New York 1 Chicago 1 (through
Boston)
Chicago 2 Washington (direct)
New York 2 Washington (direct)
Atlanta 1 Washington (direct)
Atlanta 1 Dallas (through Miami)
Atlanta 1 Dallas (direct)
Atlanta 1 Chicago 2 (direct)
Dallas Chicago 2 (direct) SOF Acceptance Date+90 days
Chicago 1 Denver (direct)
Dallas Los Angeles (direct)
Dallas Denver (direct)
Denver Los Angeles (direct)
16
Los Angeles Seattle (direct)
Seattle Denver (direct)
- -----------------------------------------
2.2 SECOND SET OF WAVELENGTHS
The second set of Wavelengths is determined using the following mechanism.
Purchaser may use a credit pool of 12,769 Network Miles (defined as miles on the
Network) over the Network. In order to provide flexibility to Purchaser for
activation of the Wavelengths, Grantor shall provide access to a Network Miles
credit of up to 13,000 Network Miles.
The length of any Wavelength will be calculated according to the Network
Distance Matrix provided below.
The committed Delivery Date for such Wavelengths shall be SOF Acceptance + 90
days.
Example:
Purchaser orders a Wavelength between Atlanta and Chicago choosing the direct
(shortest) route between Atlanta and Chicago. According to the Network Distance
Matrix, Purchaser will use a credit of 1,092 Network Miles. This leaves in the
pool a credit of 11,677 Network Miles for further Wavelength orders.
Purchaser orders a second Wavelength with diverse routing between Atlanta and
Chicago via Washington DC. According to the Network Distance Matrix, Purchaser
will use a credit of:
- - 760 Network Miles from Atlanta to Washington DC;
- - 620 Network Miles from Washington DC to Detroit;
- - 320 Network Miles from Detroit to Chicago.
That is a total credit of 1,700 Network Miles.
A credit of 9,977 Network Miles shall remain in the pool for further ordering.
This matrix may be updated form time to time to include new sites.
It is Grantor's intention to obtain the necessary regulatory authority to open
PoPs in Canada and provide Services. It is Purchaser's intention to order
Wavelengths in Canada.
17
18
SCHEDULE 3: ACCESS AND CO-LOCATION SERVICES
1. DESCRIPTION
There are four scenarios for Co-location and local access.
a) Purchaser may order Co-location Service within the Grantor's POP to
install Purchaser's terminating equipment or data equipment. Purchaser
shall be responsible to order the local loop for access into the POP.
b) Purchaser may order Co-location Services within the Grantor's POP to
install Purchaser's terminating equipment or data equipment. Purchaser
shall be responsible to order a dark fiber city ring to connect the
Grantor's POP to Purchaser's POP.
c) Purchaser and Grantor may have their POPs located in the same building
in which case no Co-location Services will be required. Grantor shall
provide fiber extension to connect its POP and Purchaser's POP.
d) Purchaser may order from Grantor local access at the DWDM level in
which event Grantor shall install the terminating equipment in
Purchaser's POP and no Co-location Services shall be required at
Grantor's POP.
2. CO-LOCATION SERVICES
Co-location Services shall be provided for Purchaser's equipment (the
"Equipment") and shall include the services described in this section 2.
The particular Co-location Services to be delivered by Grantor to Purchaser in
any given POP shall be identified in the relevant Service Order Form which shall
make reference to all or part of the services mentioned in this section.
Co-location Services includes both dedicated space and associated standard
services.
Co-location Services include the supply to Purchaser of a dedicated Footprint in
a shared area accessible to other customers of Grantor. Co-location Service
includes:
1. High level security and controlled access
2. Controlled environment
3. Fire protection
4. Fully redundant facility for optimal reliability
The Co-location Services specifications are summarised in the following table.
Certain sites may very slightly from the general specifications. During the
Equipment installation phase, Grantor and Purchaser shall jointly produce a
document -- Services and Site Description -- which shall include:
access procedure, technical specifications, Footprint layout, network
connectivity and floor plan. Prior to the installation of any Purchaser's
Equipment, Purchaser shall provide to Grantor the specifications applicable to
the Co-location of its equipment. Grantor shall advise if it is able to meet
such specifications. In the event that Grantor is unable to do so, the Parties
shall meet to determine an appropriate work around plan.
Specific conditions might apply for the site Atlanta 2 (see section 2.2) with
respect to what is described in the rest of this schedule. Atlanta 2 is a site
currently dedicated to Purchaser's needs and located in a Switch and Data Centre
at 56 Marietta Street, Atlanta (6th Floor). The rule will be that the
19
Grantor will pass through the Purchaser's the access and co-location services
he gets from Switch and Data.
2.1 CO-LOCATION TECHNICAL SPECIFICATIONS
- -------------------------------------------------------------------------------
ACCESS AND SECURITY All card readers will be in operation. Doors will
not be propped open without a designated employee
monitoring the door. In addition, in the Level 3
site, in the event of security breach, Grantor
will make available at the Purchaser's request,
video surveillance taped obtained from Level 3 and
to be reviewed with the supervision of the Grantor
and Level 3 employee.
POWER SUPPLY The sites will be equipped with an external
back-up generator. As part of the normal
maintenance, the generator will be exercised on a
monthly basis. There will be an automatic transfer
switch for the automatic start-up of the generator
in the event of a primary power loss.
The DC power plant is also equipped with a battery
plant designed to provide at least two (2) hours
of reserve time. The battery plant will
incorporate loads disconnects and batteries
capable of recharching in twenty-four (24) hours
HVAC GUARANTEES An average of 72 degrees Fahrenheit within the
collocation site will be maintained. However,
temperatures may temporarily fluctuate in the
range 68-78 degrees Fahrenheit, and FT LD does
not guarantee temperatures inside cabinets.
RELATIVE HUMIDITY In the sites, an average relative humidity of 50%
GUARANTEES within the collocation area will be maintained.
However, operating percentage may temporarily
fluctuate in the range 47.5-52.5 percent, and
FT LD does not guarantee humidity percentage
within specific cabinets.
FIRE DETECTION AND Smoke detectors shall be connected to a 24h/24
EXTINCTION surveillance centre. The doors are fireproof
according to the US standard. Fire extinguishers
will be provided within the facilities
LIGHTING The sites will have sufficient lighting on the
interiors as well as the exteriors. The site in
which Purchaser equipment is to be installed will
be equipped with ballast lighting in order to
avoid electrical interference with equipment.
- -------------------------------------------------------------------------------
20
2.2 AVAILABILITY OF CO-LOCATION SERVICES
The following table indicates the number of racks per site requested by the
Purchaser.
SITE ADDRESS EQUANT NEEDS:
CUMULATIVE NUMBER OF
RACKS
- ------------------------------------------------------------------------------------------------------
2002 2003
------------ -----------
Atlanta 1 345 Courtland Street, Atlanta - GA 30308 1 1
Atlanta 2 56 Marietta Street Atlanta - GA 1 1
Chicago 2 111 North Canal Street - IL 60606 1 1
Cleveland 4000 Chester Avenue - OH 44103 2 3
Denver 1850 Pearl Street, Denver - CO 80203 6 7
Los Angeles 818 West 7th Street, Los Angeles - CA 90017 1 1
Miami 49 North West 5th Street, Miami - FL 33128 1 2
Nashville 2990 Sidco Drive - TN 37204 2 4
New York 1 85 10th Avenue New York - NY 10111 1 1
Ogden 526 West 17th Street - UT 8404 2 3
San Francisco 185 Berry Street - CA 94107 1 2
San Jose 1380 Kiefer road, San Jose - CA 94107 1 2
Seattle 1000 Denny way, Seattle - WA 98109 5 6
Stratford 501 West Texas Avenue - TX 79084 2 3
------------ -----------
TOTAL 27 37
============ ===========
The racks needed by Purchaser for installing terminating equipment for the
connection of the first wavelength rings will be available at the latest of the
two dates:
- - Receipt by Grantor of the collocation Service Order Form signed by Purchaser;
- - 5 (five) weeks before the Committed Delivery Date of the Wavelengths.
2.3 POWER DISTRIBUTION AND GROUNDING
2.3.1 POWER TERMINATION POSITION
Each rack is powered using 2 different 48V sources. The power cables are very
substantial cables and not prone to failure. By using separate fuses and cables
for the 2 feeds to the BDCBB and separate panels and cables from the BDCBB to
the equipment, the only place that are single points are the buss bars in the
power plant. The configuration is documented and acceptable in both Bell Labs
and Bellcore documentation.
The BDFB is located in a site part of the building and power cables are run to
the racks to the installation inception date; the cables will wait along the
rack position or will be coiled up above on the ladder rack. The breakers are
not installed in the BDFB and power supply is to be requested after connection
of the cables on the Purchaser's equipment. There will be no connector / lug
part of Grantor standard service.
2.3.2 POWER TERMINATION STATUS
The termination will be inactive until Purchaser decides to install and power-up
its equipment. The collocation supplier is the only entity authorized to
activate power on the breaker. For contractual reason with collocation
suppliers, Grantor must control the activation of this Power Breaker for any
equipment in its suite. Purchaser will ensure that Grantor receives a notice for
Schedule of Installation and Power-up when it plans to configure its equipment.
Grantor requires seven (7) working-day notice
21
is in order to activate the breaker at power-up. Any change in this rule will
be notified by Grantor to Purchaser.
2.3.3 GROUNDING
The rack is grounded through a connection to a ground wire run along the above
ladder rack.
2.3.4 POWER PRICING
For DC power, the pricing is $ 16.00 per Amps per Month.
2.4 FIRST LEVEL MAINTENANCE
First Level Maintenance shall be provided as further described below. First
Level Maintenance is strictly limited to telecommunications equipment (excluded
are servers, etc.)
First Level Maintenance is comprised of the following actions, including:
- - Act as Purchaser's remote hands, follow grantor-approved troubleshooting
and trouble-clearing process and techniques.
- - Perform on site fault localization on fibers and cabling.
- - Replace defective circuit packs or clean fibers.
- - Make visual checks and controls on external devices such as environmental
systems when installed in FTLD collocation space.
- - Power on/off on the router, router reboot.
- - Perform scheduled maintenance on technical environment (power supply,
fuses, breakers, fans, filters cleanup...).
- - Visual checking of both front and rear panels of the equipment.
- - Removal of a card from a slot under Purchaser remote technical support.
- - Replacement of a damaged cabling, connection.
- - Realization of a physical loop-back on an interface under Purchaser remote
technical support.
- - Return faulty parts taking part of a Repair Maintenance Activation (RMA)
procedure to the relevant provider.
Purchaser shall:
- Support field operations by populating consistent spare sets on the
network ,
- give information regarding its Equipment to facilitate Grantor's
intervention.
Twelve (12) interventions per each rolling six-month period per Footprint are
included in the Co-location Services Price. Each intervention shall be of a
reasonable duration under the circumstances (4-5 hours). For any intervention in
excess of a reasonable duration, Grantor shall advise Purchaser that additional
charges may apply and Purchaser shall decide whether or not to continue the
intervention.
In the event that Purchaser requests additional hours, the following rates
shall apply:
- During business hours: $200
- During non business hours: $400
For any supplementary intervention (in addition to the 12 included in the
Collocation Services identified above), the following prices will be applied:
- During business hours: $200 minimum 2 hours
- During non working hours: $300 minimum 4 hours
22
2.5 INTERNAL CABLING TO CONNECT WITH A THIRD PARTY PROVIDER EXTERNALLY
For in-house cabling between Purchaser's Footprint and any other equipment on
the site for the purpose of connecting to a third part provider who shall
connect externally, the following prices for the cabling shall apply:
One (1) Fibre pair. Non Recurring Charge: $ 1,500.00
2.6 ADDITIONAL SERVICES
Any additional services required by Purchaser, not covered in the Co-location
Services described herein, would be subject to a feasibility study and
additional costs.
2.7 SITE ACCESS ARRANGEMENT
This paragraph describes the procedure to access the Grantor's sites where the
Grantor proposes the Co-location of the Purchaser's equipment (see list of
PoPs). This service is included in Monthly fees per rack
There are three different procedures to follow depending on the purpose of the
request
- - Light procedure for short-term and short stay access (eg Site Survey)
- - Standard procedure for mid-term and longer stay access
- - Permanent access (O&M)
- - Planned work
2.7.1. LIGHT PROCEDURE FOR SHORT-TERM & SHORT-STAY ACCESS.
Purchaser will provide Grantor's CSC with a notice of 48 hrs the following
information to Purchaser:
- - Name of person(s) going into the site;
- - The individual's company name;
- - Site name they wish to visit;
- - Day and time frame (badging hours: 9-11 a.m. and 1-3 p.m., Monday
through Friday) that they would like the appointment set up and
duration (less than a day)
- - Additional service like Escort, Outside-working-hours.
Grantors' CSC will acknowledge with an access ticket number to Purchaser for
accessing the site on a temporary mode. Upon arrival to the site, the person
must present to the site contact the ticket number and a valid ID with picture.
The site contact will provide a temporary badge for the day and comply to the
associated service.
2.7.2. STANDARD PROCEDURE FOR MID-TERM AND LONGER STAY ACCESS
Grantor's CSC will provide temporary badges to Purchaser according to
Purchaser's needs.
Purchaser will provide to Grantor's CSC with a notice of 48 hrs the following
information to FT
- - Name of person(s) going into the site
- - Badge number
- - The individual's company name
- - Site name they wish to visit
- - Day and time frame (badging hours: 9-11 a.m. and 1-3 p.m., Monday
through Friday) that they would like the appointment set up and
duration (from 1 day to several weeks)
- - Additional service like Escort, Outside-working-hours,...
23
Grantors' CSC will acknowledge with an access ticket number to Purchaser for
accessing the site on a temporary mode. Upon arrival to the site, person must
present to the site contact the ticket number and his badge. After the
completion of the work, the Grantor's CSC will give notice to Purchaser whether
the badge must be sent back to him.
2.7.3 PERMANENT ACCESS (O&M)
Upon Purchaser's request, Grantor will provide Purchaser with permanent access
2.7.4 PLANNED WORKS
For the access to Grantor's site for planned work, the following procedure will
apply:
FOR PURCHASER STAFF
|X| Purchaser will notify the Grantor's CSC of the beginning of the work
fourteen (14) days prior to the visit. The notification shall be made by
phone or email, followed by a confirmation by fax within one (1) days and
shall include the identity of the Purchaser's representatives, the sites
concerned by the intervention and the expected duration of the work.
A site request form will be provided by Grantor to Purchaser.
|X| The Grantor's CSC shall acknowledge within one (1) day. The Grantor's CSC
shall make the necessary arrangements for delivering a free access to the
Purchaser's representatives upon presentation of their identity cards
during the duration of the stay and in all the sites concerned by the work.
FOR OTHER PERSONNEL WORKING FOR THE PURCHASER
This personnel will be under the responsibility of Purchaser and most of the
time, will be accompanied and/or introduced at the beginning of the work by the
Purchaser's representative(s). Therefore this personnel shall be considered as a
Purchaser's staff and the above procedure shall apply provided that Purchaser is
able to collect and deliver the required data in the notifications to the
Grantor's CSC. In any case, the Purchaser's representatives should produce
suitable identification (identity card or passport).
2.8 ESCALATION
An escalation procedure will be defined by the Parties.
24
SCHEDULE 4: POPS DESCRIPTIONS
1. ADDRESSES OF GRANTOR'S AND PURCHASER'S PoPs
Below is the list of the POPs between which the Wavelengths are provided:
NAME OF THE POP SITE ADDRESS COLOCATION SITE STATE 27.1.1.1
(a) TIER 1
- -----------------------------------------------------------------------------------------------------------
Atlanta 1 345 Courtland Street, Atlanta Level 3 Gateway GA 30308
Atlanta 2 56 Marietta Street, Atlanta Switch and Data GA TBD
Centre
Boston 1 Summer Street, Boston Equant site MA 2110
Chicago 1 601 W. Polk Street, Chicago Equant site IL 60607
Chicago 2 111 North Canal Street, Chicago Level 3 Gateway IL 60606
Dallas Telecom Carrier Hotel, 2020 Live Oak Equant site TX 75201
Street, Dallas
Detroit Ponopscot bldg, 645 Griswold Street, Equant site MI 48226
Detroit
Denver 1850 Pearl Street, Denver Level 3 Gateway CO 80203
Houston 7100 Business Park Drive, Houston Equant site TX 77041
Los Angeles 818 West 7th Street, Los Angeles Level 3 Gateway CA 90017
Miami 49 NW 5th Street, Miami Level 3 Gateway FL 33128
New York 1 85 10th Avenue New York Level 3 Gateway NY 10111
New York 2 111 8th Avenue New York Equant site NY 10111
Oak Hill = Washington 13775 McLearen Road, Oak Hill Equant site VA 20171
Philadelphia 401 N Broad Street, Philadelphia Equant site PA 19108
San Diego 8929 Aero Drive, San Diego Level 3 Gateway CA 92123
San Jose 1380 Kiefer road, San Jose Level 3 Gateway CA 94107
Seattle 1000 Denny way, Seattle Level 3 Gateway WA 98109
TIER 2
Cleveland 4000 Chester Avenue Level 3 site OH 44103
Ogden 526 West 17th Street Level 3 site UT 8404
Nashville 2990 Sidco Drive Level 3 site TN 37204
San Francisco 185 Berry Street Level 3 site FL 94107
Stratford 501 West Texas Avenue Level 3 site TX 79084
Where Grantor has two PoPs in a given city, Purchaser shall be entitled to
select where he wants to terminate the Wavelengths.
25
2. POPs DIVERSITY DESCRIPTION
2.1 POPs RESILIENCY IN CHICAGO
Grantor guarantees that it will deliver, upon Purchaser's request, Wavelengths
to Equant in Chicago in the following two PoPs (see table in Section 1) :
PoP A = Equant site
601 West Polk Street, Chicago, IL 60607
PoP B = Level 3/ Gateway
111 North Canal Street, Chicago, IL 60606;
Grantor confirms entrance diversity for the long-haul fiber. Grantor confirms
entrance diversity for the metro fibers for both PoPs A and B.
Grantor guarantees that in case of power breach within one PoP in Chicago, the
defined architecture will ensure that the traffic from/to the other PoP will not
be affected. Grantor has a good level of confidence of diversity in terms of
fiber routing and resilience of service, which has to be improved through
precise analysis of fiber suppliers documentation still under study.
However, for the time being, Grantor confirms that the documentation is not
fully available from its suppliers. Once available (which is supposed to occur
in a reasonable timeframe), Grantor will present to Purchaser the output of this
risk analysis within six months of Date of Signature, based on facts and
documentation. This analysis will include the entrance diversity issue between
the metro and the LH fibers share any entrance facility and the fiber path
inside the Level 3 building (raisers and conduits).
Grantor does not guarantee that the Purchaser's traffic from/to the Chicago PoPs
will remain alive in case of "Force Majeure" events in PoP B, such as a complete
destruction of the building B. Risk response and operational process for
disaster recovery will be defined and presented to Purchaser.
Grantor guarantees that the procedures in case of "manageable risks" (such as
fire, earthquake...) will be requested of its suppliers and transmitted to
Purchaser. Based on the information given by the suppliers, Grantor will provide
an emergency plan to cover a major failure that puts at risk Chicago traffic.
In the event that the current solution with two PoPs indicated above fails,
either by an operational failure or at the level of the documentation provided
by the supplier, Grantor will provide an other solution, which complies with
precise Purchaser specification, within a reasonable time-frame.
2.2 PoPs RESILIENCY IN NY CITY
Grantor guarantees that it will deliver, upon Purchaser's request, Wavelengths
to Purchaser in New York City at the following two PoPs (see table in Section 1)
:
PoP A = Level 3/ Gateway
85 10th Avenue, New York, NY 10111
PoP B = Equant site
111 8th Avenue, New York, NY 10111
Grantor confirms entrance diversity for the long-haul fiber.
Grantor confirms entrance diversity for the metro fibers for both PoPs A and B.
Grantor guarantees that in case of power breach within one PoP in New York
City, the defined Architecture will ensure that the traffic to/from the other
PoP will not be affected.
26
Grantor has a good level of confidence that the Service will be diverse in terms
of fiber routing and resiliency of Service. However Grantor is still continuing
to study the diversity through precise analysis of fibre suppliers'
documentation.
27
EXHIBIT 4
SCHEDULE 5: PRICING
SCHEDULE 6: SERVICES LEVEL AGREEMENT
Grantor commits to provide services based on leading standard level of quality
of service. Therefore, redress applies in the event that quality parameters are
not met.
1. SERVICE DELIVERY AND ACCEPTANCE PROCEDURE
Service Delivery is defined as the period between the SOF Acceptance Date of a
Wavelength, as described below, and the RFS Date for such Wavelength. A Service
Order Form is required for each requested Wavelength, Wavelength Ring and
Co-location Service.
Purchaser shall work with Grantor for five (5) Working Days to develop the
information to be included in the Service Order Form for the Wavelengths,
Wavelength Rings and the Co-location Services and to co-ordinate the Requested
Delivery Date and Committed Delivery Date for both.
As per section 2.2 of Schedule 3, the Co-location sites shall be made available
before the delivery of the Wavelength's to allow for the installation of
Purchaser's telecommunications equipment prior to delivery of the Wavelengths
and Wavelength Rings.
Requests for Service are initiated by Purchaser sending to Grantor's Account
Manager, via fax, post-mail or e-mail the completed Service Order Form given in
Schedule 8.
Grantor's Account Manager will acknowledge within two (2) Working Day of receipt
of the Service Order Form, via fax or e-mail, that a Service Order Form has been
received. If key information is missing on the Service Order Form, Purchaser
will be asked to provide it. Once such information is provided, the Service
Order Form is complete and such date constitutes the SOF Acceptance Date.
1.1 DELIVERY OF CAPACITY
Purchaser shall set forth in the Service Order Form a Requested Delivery Date
which will only have an indicative value.
Grantor shall confirm in the Service Order Form the Committed Delivery Date,
which date shall be as described in Schedule 2. Grantor shall notify Purchaser
that the Wavelength or Wavelength Ring is at Purchaser's disposition for testing
in accordance with the procedure set forth in Schedule 7, Clause 2.0.
For co-location services, the Committed Delivery Date is addressed in section
2.2 of Schedule 3.
1.2. ACCEPTANCE TESTING PROCEDURE
1.2.1 (a) Grantor shall make each Wavelength available to Purchaser for five (5)
Working Days after the Committed Delivery Date or the date set forth in section
1.2.3 below for Purchaser to perform its acceptance testing to ensure that the
Wavelength meets the RFS Standard.
(b) Grantor shall make each Wavelength Ring available to Purchaser for ten (10)
Working Days after the Committed Delivery Date of the last Wavelength in such
Wavelength Ring or the date set
28
forth in section 1.2.3 below for Purchaser to perform its acceptance testing
to ensure that the Wavelength Ring meets the RFS Standard.
1.2.2 The acceptance testing will be performed in a two-step procedure:
(i) Acceptance testing POP to POP: each Wavelength Ring will be tested
according to RFS Standard between Grantor's Sites.
(ii) Continuity testing: Grantor shall co-operate with Purchaser to End
to End testing between Purchaser's customers' sites.
1.2.3 When Purchaser successfully completes its acceptance testing POP to POP
and the Wavelengths and Wavelength Ring meet the RFS Standard, it shall notify
Grantor and this shall constitute the RFS Date. The Purchase Price for each
Wavelength Ring shall be paid on the RFS Date of such Wavelength Ring. Billing
of OA&M Charges shall start from the RFS Date.
1.2.4 If Purchaser notifies Grantor that the Wavelengths or Wavelength Ring do
not meet the RFS Standard, Grantor shall be given ten (10) Working Days to
correct the defect. On the expiry of the ten (10) Working Day period Purchaser
shall be given ten (10) Working Days to perform its acceptance tests and the
procedure set forth in this section 1.2 shall continue to apply until the
Wavelengths and Wavelength Ring meet the RFS Standard.
1.2.5 If Purchaser has not communicated either a positive or negative response
to Grantor within ten (10) Working Days of the Committed Delivery Date of the
relevant Wavelength or Wavelength Ring, Grantor shall give Notice to Purchaser
that the acceptance testing period has expired without communication from
Purchaser. If an additional ten (10) Working Days pass without communication
from Purchaser, Grantor shall be entitled to invoice Purchaser for such
Wavelength or Wavelength Ring (including OA&M fees). Any outage or defect on the
Capacity shall be handled through the Customer Support Centre process set forth
in Clause 8.
1.3 LEAD TIME TO CONNECT GUARANTEE
THE COMMITTED DELIVERY DATE is the date corresponding to the dates mentioned in.
If the Committed Delivery Date is not met, the following penalties will be paid
by Grantor to Purchaser:
Penalties will apply both on individual Wavelength and individual Wavelength
Ring.
2. QS COMMITMENTS FOR WAVELENGTHS
COMMITTED MONTHLY AVAILABILITY
(a) Committed Monthly Availability Ratio per Wavelength
Between Grantor POPs:
Between Grantor POP and Purchaser POP:
Between Grantor POP and POP where Purchaser co-locates with Grantor
(between Grantor ODF and Purchaser Footprint):
29
(b) Penalties
If the Committed Monthly Availability Ratio per Wavelength set out in (a) above
is not met, the following penalties shall be paid by Grantor to Purchaser.
For WavelengthRings
- -------------------
Measured monthly availability Penalties
PER WAVELENGTH
- -------------------------------- -----------------------------------------
* Wavelength Monthly OA&M = Yearly Wavelength Ring OA&M/12/number of Wavelength
in the Corresponding Wavelength Ring [see table below - Schedule 5 - 1 (ii)].
THE CAPACITY # Wavelength per
Wavelength Ring
---------------------- --------------------------
RING 1 -- 4
RING 2 -- 4
RING 3 -- 6
RING 4 -- 5
RING 5 -- 5
RING 6 -- 4
RING 7 -- 5
For Wavelengths
- ---------------
Measured monthly availability PER Penalties
WAVELENGTH
--------------------------------- ---------------------------------
** Wavelength Monthly OA&M = Yearly Wavelength OA&M/12 in the Corresponding
Wavelength Ring [see table below - Schedule 5 - 1 (iii)].
(c) Committed Monthly Availability for Wavelength Rings
Penalties will be paid in case of POP isolation.
There is a POP isolation when Purchaser encounters a complete loss of service
for at least one POP of the Wavelength Ring, i.e. when two point to point
Wavelengths belonging to the same Wavelength Ring are unavailable. The POP
Committed Monthly Availability rate (i.e. time while there is no POP isolation)
is 99.9%.
(d) If the POP Committed Monthly Availability rate set out above is not met, the
following penalties shall be paid by Grantor to Purchaser.
30
Measured monthly availability PER PoP Penalties
ISOLATION
- ------------------------------------- --------------------------
* Monthly OA&M = Yearly Wavelength Ring OA&M/12
These penalties are not to be added to point to point Wavelength penalities.
should two or more Wavelengths belonging to the same Wavelength Ring be
unavailable without encountering a POP isolation, penalties should be paid as
described in 2.1(b).above; should two or more Wavelengths belonging to the same
Wavelength Ring be unavailable, resulting in one or more POP isolation,
penalties will be paid as described in paragraph 2.1 (d).
2.2 MEAN TIME TO RESTORE
Mean Time to Restore Commitment
Between Grantor POPs:
Between Grantor POP to Purchaser POP:
3. QOS COMMITMENTS FOR INTERIM SONET CAPACITY
For Interim SONET capacity as described in Schedule 2A, the QoS commitments
which apply are the ones which have been contracted with the third party
providers.
4. PLANNED WORKS
Planned works are excluded in the Committed Monthly Availability Ration within
the following criteria: Up to two (2) instances of planned works per quarter
each with a maximum duration of two (2) hours, and a maximum outage duration of
thirty (30) minutes. Outage time in excess of thirty (30) minutes will be
included in the calculation of the network availability service level.
Planned works must be scheduled with a least fourteen (14) calendar days notice.
5. ESCALATION PROCEDURE
When target quality parameters are not met, or when a customer is dissatisfied,
Grantor Management can be contacted. An escalation process via the Account
Manager is offered as well as an escalation process directly to responsible
staff.
Table: Contacts Provisioning (for escalation only)
ESCALATION LEVEL FTLD/CSS/PSD PHONE/FAX NUMBERS AND EMAIL ADDRESS NEXT LEVEL INTERVAL
- -------------------------------------------------------------------------------------------------------------------------
31
CSS= Customers Services and Sales
PSD= Pre-Sales and Delivery
Any above contact may be changed any time in writing (by personal delivery,
first class mail, overnight courrier or facsimile) with two (2) Working Days
prior notice to the other Party. Notice shall be deemed given on the day of
mailing, personal delivery, sending by mail or facsimile thereof.
6. NETWORK MANAGEMENT
7. THE CUSTOMER SUPPORT CENTER (CSC)
32
CSC - CONTACT
- -------------
24 Hours Grantor's Service Center:
Phone: +33 1 53 45 78 03
Fax: +33 1 53 45 78 51
Before availability of a US-based Grantor CSC, for any outage, the Grantor CSC
will open a conference call to permit Purchaser's NMC to have direct access to
Purchaser's NMC which will be in charge of the outage.
Once a US-based Grantor CSC is nominated, only in case of major outage will
Grantor's CSC open a conference call to permit Purchaser's NMC to have a direct
access to Grantor's NMC which will be in charge of the outage.
ESCALATION PROCEDURE FOR SERVICE
If the problem is not being addressed in a satisfactory manner or if it needs
higher management attention to be resolved, the following escalation sequence is
available to Purchaser.
ESCALATION LEVEL FTLD/CSS/CCM PHONE/FAX NUMBERS AND EMAIL ADDRESS NEXT LEVEL INTERVAL
- -------------------------------------------------------------------------------------------------------------------------
33
CCM= Customers Commitment Management
34
SCHEDULE 7: READY FOR SERVICE STANDARD
WAVELENGTH TESTING AND ACCEPTANCE PROTOCOL
The testing and reporting activities that shall be performed are:
- -- Optical interface BIS tests
- -- End-to-end BIS tests of optical channel trail
Acceptance testing shall include the local loop to ensure interoperability of
the Capacity with the local loop.
1. BRINGING INTO SERVICE (BIS) TESTS
The Capacity or Wavelengths provided by Grantor in the form of Wave Division
Multiplexing ("WDM") services consists of a number of optical channel trails.
Each optical channel trail is set up through the Supplier Optical Transport
Network (OTN) across one or more concatenated point-to-point WDM links. The
Wavelengths terminate in the demarcation Optical Distribution Frames (ODF)
between Grantor and Purchaser. Figure1 illustrates the concept of a
point-to-point WDM link and figure 2 illustrates the concept of an optical
channel trail.
[GRAPHICS OMITTED] [GRAPHICS OMITTED]
FIGURE 1: OPEN POINT-TO-POINT WDM LINK. FIGURE 2: OPTICAL CHANNEL TRAIL CROSSING TWO
EQUIPMENT USING G.957 INTERFACES CAN BE POINT-TO-POINT WDM LINKS USING A BACK-TO-BACK
INTERCONNECTED TO THE WDM TERMINAL CONFIGURATION. THE OPTICAL CHANNEL TRAIL CONSUMES ONE
MULTIPLEXERS VIA TRANSPONDERS. WAVELENGTH CHANNEL ON EACH OF THE TWO LINKS. IN-LINE
AMPLIFIERS ARE NOT REPRESENTED.
1.1 OPTICAL INTERFACE BIS TESTS
The goal of this test is to verify the optical interfaces of the optical channel
trail at its two termination transponders. The tests will be performed at the
demarcation point of the optical channel trail, which will be:
- - in case of non-Purchaser's site, at the end of the jumper provided by
Grantor terminating at the Purchaser's ODF rack ;
- - in case on Purchaser's site, at the Grantor's ODF.
These test results will be reported to Purchaser, however the optical interface
tests of possible intermediate transponders will not be reported to him.
1.1.1 WDM channel output (Tx board) power measurement:
Connect Power Meter at Supplier ODF to WDM Rx board of the
appropriate channel
35
1.1.2 WDM channel input (Rx board) power range measurement:
a/ When a test set is used, during this test, the output power of the
test set will be set so as to verify that the test is passed pursuant
to the specifications, measured at the Supplier ODF.
b/ when a hard loop is used, the output power to the WDM channel of the
test set will be set so as to verify that the test is passed pursuant to
the specifications, measured at the Supplier ODF. OK
1.2 END-TO-END BIS TESTS OF OPTICAL CHANNEL TRAIL.
1.2.1 TEST OBJECTIVES
As a consequence of the recommendation status, two types of BIS tests will be
performed:
- - End-to-end BIS test at OC48 Multiplex Section level.
- - End-to-end BIS test at VC-4/STS-3c path level.
Only test equipment will be used to perform the BIS test. There will be no SDH
equipment (e.g. ADM, DXC) involved in the test configuration.
The BIS test will be performed for each of the wavelengths individually,
possibly concurrently for a 24-hour period. If the objectives set forth herein
have not been met at this point, after localization of the fault the BIS test
shall be repeated concurrently for another 24-hour period.
1.2.1.1 End-to-end BIS test at OC48Multiplex Section level.
The error performance limits for the end-to-end BIS test at the OC48 Multiplex
Section level for a 24-hour period are:
- - ES objectives are not applicable
- - SES objective is = 0
1.2.1.2 End-to-end BIS test at VC4/STS-3c path level.
The end-to-end BIS test for the VC4/STS-3c path level will be performed for one
VC4/STS-3c path only. The error performance definitions and error performance
parameters and limits for the end-to-end BIS of the VC4/STS-3c path are
respectively fully specified in ITU G.826, G.828, M.2110 and M.2101. For each of
these tests, the following VC4 Path Objectives for ES and SES thresholds will be
used.
VC-4/STS-3C LINK
24-hour test
Allocation ES SES
----------- ----------------------- ---------------------
S1 S2 S1 S2
1,5% 6 20 0 2
3% 16 36 0 4
5% 30 56 0 5
The allocation is based on path length (d):
d less that or = 1000km path allocation = 1.5%
1000 less than d less than or equal 2500km path allocation = 3%
d greater than 2500km path allocation = 5%
VC4-4C AND VC4-16C LINK
36
24-hour test
Allocation ES SES
----------- ----------------------- ---------------------
S1 S2 S1 S2
1,5% Not Not 0 2
applicable applicable
3% Not Not 0 4
applicable applicable
5% NA NA 0 5
1.3 JITTER MEASUREMENT
A jitter measurement will not be systematically performed. However, jitter on a
Wavelength shall always be within the "Network Limits for Jitter" defined in the
ITU standard ITU-T G 825. Grantor has guarantees from its supplier that all
Wavelengths shall pass through up to 30 (thirty) spans or 60 (sixty)
transponders without violation of the ITU Standard in terms of jitter tolerance.
At any time, upon Purchaser's request, for a Wavelength, Grantor will run a
single jitter test over one given Wavelength (whose length is greater than 1,000
miles) chosen by Purchaser. In the event that the ITU standard is not met,
Purchaser is entitled to request a jitter test over another Wavelength (greater
than 1,000 miles). If at any time the ITU standard is not met, then the
Wavelength may be returned to Grantor for correction.
TEST CONFIGURATION
- ------------------
A per direction test configuration will be used.
[GRAPHICS OMITTED]
Upon Grantor's request and mutual agreement of the Parties, one of the two
testers may be replaced by a hard-ware loop for the end-to-end BIS tests of
optical channel trail and for the jitter measurement (in the limit of section
1.3). In such case, the use of hard-war loop at one end will be notified in the
test acceptance to be sent to the Purchaser.
1.4 ROUND TRIP DELAY (RTD) MEASUREMENT
A loop configuration is used to perform this measurement (a tester at one
extremity of the optical channel, a hardware loop at the other extremity).
Grantor will provide Purchaser with the measured RTD of the optical channel.
It can be measured from either side of the channel.
It corresponds to 2 times the propagation delay in the channel (time for a
signal to be transmitted from the Tester to the hardware loop and return).
There is no objective value for this measurement, which is provided for
information, however this value shall be close to the theoretical estimated
RTD based on the distances of each Network link and compliant with the routing
selected by the purchaser
37
2. TEST PROCEDURE
The test procedure consists of performance of the following steps:
Committing to BIS
Tester set-up
Performing BIS end-to-end test between POPs
Circuit check
Perform round-trip delay measurement at VC4 level
Perform 15 minutes performance test
Perform 24 hours performance test (concurrent measurement of STM-16 multiplex
section and one VC4 path)
- - If either the end-to-end BIS at OC-48 multiplex section level or the
end-to-end BIS test at VC4 path level does not meet the objectives set forth
above then the fault is localized and the previous step (i.e. 24 hours
performance test) is repeated
Writing down the BIS report
When all tests are successful, Grantor shall provide Purchaser with a report
which details the results of the tests described in ss. 1:
- - Output power, extremity A
- - Input range, extremity A,
- - Output power, extremity B,
- - Input range, extremity B,
- - 24 hours BIS test at OC-48 MS level,
- - Jitter measurement (when it is performed. See section 1.3)
- - RTD measurement
The report shall be sent by Fax and e-mail to the Project Managers identified on
the Service Order Form
38
SCHEDULE 8 - ORDER FORMS - SAMPLES
REQUEST FOR HOUSING SERVICES
(RHS) FORM
1. HOSTING / HOUSING CONTRACT NUMBER: FTLD/M&S/01/051 SCHEDULE 3
2. ORDER REFERENCE NUMBER:
---------------------------------------
3. DATE SUBMITTED BY CUSTOMER:
-----------------------------------
4. SERVICE/S REQUESTED:
------------------------------------------
5. SERVICES OFFERED:
6. HOSTING / HOUSING SEE SECTION 5
---------------------------------------------------------
CABLING / EXTENDED DEMARC SEE SECTION 6
CABLE ACCESS TO BUILDING SEE SECTION 7
OTHER SERVICES (TO BE AGREED TO) SEE SECTION 8
39
1. REQUESTOR INFORMATION
---------------------
- ----------------------------------------------------------------------------------------------------------------------------
1.1 - REQUESTOR INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
COMPANY NAME:
- ----------------------------------------------------------------------------------------------------------------------------
REPRESENTED BY (NAME, POSITION):
- ----------------------------------------------------------------------------------------------------------------------------
ADDRESS:
- ----------------------------------------------------------------------------------------------------------------------------
CITY:
- ----------------------------------------------------------------------------------------------------------------------------
COUNTRY:
- ----------------------------------------------------------------------------------------------------------------------------
POSTAL / ZIP CODE
- ----------------------------------------------------------------------------------------------------------------------------
PHONE NUMBER:
- ----------------------------------------------------------------------------------------------------------------------------
FAX:
- ----------------------------------------------------------------------------------------------------------------------------
N(DEGREE) SIRET:
- ----------------------------------------------------------------------------------------------------------------------------
CODE NAF:
- ----------------------------------------------------------------------------------------------------------------------------
BILLING ACCOUNT (IF IT IS THE CASE):
- ----------------------------------------------------------------------------------------------------------------------------
2. BILLING INFORMATION
-------------------
- ----------------------------------------------------------------------------------------------------------------------------
BILLING INFORMATION (INVOICE TO BE SENT TO ABOVE ADDRESSE)
- ----------------------------------------------------------------------------------------------------------------------------
COMPANY NAME:
- ----------------------------------------------------------------------------------------------------------------------------
REPRESENTED BY (NAME, POSITION):
- ----------------------------------------------------------------------------------------------------------------------------
ADDRESS:
- ----------------------------------------------------------------------------------------------------------------------------
CITY:
- ----------------------------------------------------------------------------------------------------------------------------
COUNTRY:
- ----------------------------------------------------------------------------------------------------------------------------
POSTAL / ZIP CODE
- ----------------------------------------------------------------------------------------------------------------------------
PHONE NUMBER:
- ----------------------------------------------------------------------------------------------------------------------------
FAX:
- ----------------------------------------------------------------------------------------------------------------------------
N(DEGREE) SIRET:
- ----------------------------------------------------------------------------------------------------------------------------
CODE NAF:
- ----------------------------------------------------------------------------------------------------------------------------
3. HOSTING / HOUSING SITE INFORMATION
-------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
3.1 - HOSTING / HOUSING SITE INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
SITE NAME:
- ----------------------------------------------------------------------------------------------------------------------------
ADDRESS:
- ----------------------------------------------------------------------------------------------------------------------------
CITY:
- ----------------------------------------------------------------------------------------------------------------------------
COUNTRY:
- ----------------------------------------------------------------------------------------------------------------------------
POSTAL / ZIP CODE:
- ----------------------------------------------------------------------------------------------------------------------------
REQUESTED READY FOR SERVICE DATE:
- ----------------------------------------------------------------------------------------------------------------------------
INITIAL TERM REQUESTED (YEARS):
- ----------------------------------------------------------------------------------------------------------------------------
4. SITE ACCESS INFORMATION
---------------------------
- ----------------------------------------------------------------------------------------------------------------------------
4.1 - SITE ACCESS INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
DEFINE SITE ACCESS REQUIREMENTS OR LIMITATIONS:
- ----------------------------------------------------------------------------------------------------------------------------
OTHER:
- ----------------------------------------------------------------------------------------------------------------------------
40
5. SHARED SPACE INFORMATION
----------------------------
- ----------------------------------------------------------------------------------------------------------------------------
5.1 - CABINET/S
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF CABINETS REQUIRED:
- ----------------------------------------------------------------------------------------------------------------------------
CABINET LAYOUT REQUIREMENTS:
- ----------------------------------------------------------------------------------------------------------------------------
LOCATION (ROOM, ROW AND CABINET #):
- ----------------------------------------------------------------------------------------------------------------------------
CABINET SUPPLIED BY (FTLD OR EQUANT):
- ----------------------------------------------------------------------------------------------------------------------------
TYPE OF CABINET/S REQUIRED
600*600, 600*800, 600*900, OTHER (SPECIFY):
- ----------------------------------------------------------------------------------------------------------------------------
CABINET/S SPECIFICATIONS (INCHES OR MM)
HEIGHT X WIDTH X DEPTH:
- ----------------------------------------------------------------------------------------------------------------------------
MAXIMUM DC POWER REQUIREMENTS PER CABINET:
- ----------------------------------------------------------------------------------------------------------------------------
MAXIMUM AC POWER REQUIREMENTS PER CABINET:
- ----------------------------------------------------------------------------------------------------------------------------
FLOOR LOADING REQUIREMENTS (KGS / PER SQ. M):
- ----------------------------------------------------------------------------------------------------------------------------
1ST LEVEL MAINTENANCE REQUIREMENTS: (SPECIFY
EXPECTED RESPONSE TIMES FOR NORMAL AND
NON-BUSINESS HRS AND CRITICAL / NON-CRITICAL
EVENTS)
- ----------------------------------------------------------------------------------------------------------------------------
INSTALLATION PERFORMED BY (FTLD, EQUANT,
OTHER):
- ----------------------------------------------------------------------------------------------------------------------------
OTHER SPECIFIC REQUIREMENTS:
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
5.2 - SHARED SPACE INSTALLATION FEES & OTHER CHARGES
- ----------------------------------------------------------------------------------------------------------------------------
DATE INSTALLATION COMPLETED:
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL INSTALLATION FEE:
- ----------------------------------------------------------------------------------------------------------------------------
MONTHLY RECURRING FEES (EXPLAIN):
- ----------------------------------------------------------------------------------------------------------------------------
MAINTENANCE:
- ----------------------------------------------------------------------------------------------------------------------------
POWER / ELECTRIC:
- ----------------------------------------------------------------------------------------------------------------------------
OTHER:
- ----------------------------------------------------------------------------------------------------------------------------
41
6. CABLING / EXTENDED DEMARC INFORMATION
-----------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
6.1 - END "A" TERMINATION INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
LOCATION (FLOOR, ROOM, ROW, RACK AND POSITION):
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
6.2 - END "B" TERMINATION INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
LOCATION (FLOOR, ROOM, ROW, RACK AND POSITION):
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
6.3 - CABLE AND TERMINATION SPECIFICATIONS
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
TYPE OF CABLE REQUIRED (OPTICAL / FIBER,
COAXIAL, COPPER, OTHER EXPLAIN):
- ----------------------------------------------------------------------------------------------------------------------------
TYPE OF TERMINATION REQUIRED:
- ----------------------------------------------------------------------------------------------------------------------------
ETHERNET (YES / NO):
- ----------------------------------------------------------------------------------------------------------------------------
CABLE LENGTH (END "A" TO END "B"):
- ----------------------------------------------------------------------------------------------------------------------------
OTHER SPECIFIC REQUIREMENTS:
- ----------------------------------------------------------------------------------------------------------------------------
INSTALLATION PERFORMED BY FTLD, EQUANT, OTHER)
- ----------------------------------------------------------------------------------------------------------------------------
TECHNICAL CONTACT (NAME AND PHONE):
- ----------------------------------------------------------------------------------------------------------------------------
1ST LEVEL MAINTENANCE REQUIREMENTS: (SPECIFY
EXPECTED RESPONSE TIMES FOR NORMAL AND
NON-BUSINESS HRS AND CRITICAL / NON-CRITICAL
EVENTS)
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
6.4 - CABLE AND TERMINATION INSTALLATION FEES & OTHER CHARGES
- ----------------------------------------------------------------------------------------------------------------------------
DATE INSTALLATION COMPLETED:
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL INSTALLATION FEE:
- ----------------------------------------------------------------------------------------------------------------------------
MONTHLY RECURRING FEES (EXPLAIN):
- ----------------------------------------------------------------------------------------------------------------------------
MAINTENANCE:
- ----------------------------------------------------------------------------------------------------------------------------
OTHER:
- ----------------------------------------------------------------------------------------------------------------------------
42
7. ACCESS TO BUILDING INFORMATION
----------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
7.1 - BUILDING ACCESS SPECIFICATIONS & INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
ACCESS TYPE REQUIREMENTS
(SIMPLE OR DUAL ACCESS):
- ----------------------------------------------------------------------------------------------------------------------------
DEFINE ENTRY POINT/S REQUIREMENTS:
- ----------------------------------------------------------------------------------------------------------------------------
DEFINE TERMINATION POINT/S
(FLOOR, ROOM, ROW AND CABINET #):
- ----------------------------------------------------------------------------------------------------------------------------
OTHER SPECIFIC REQUIREMENTS:
- ----------------------------------------------------------------------------------------------------------------------------
INSTALLATION TO BE PERFORMED BY:
(FTLD, EQUANT, FTLD PARTNERS, OTHER)
- ----------------------------------------------------------------------------------------------------------------------------
TECHNICAL CONTACT (NAME AND PHONE):
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
7.2 - BUILDING ACCESS INSTALLATION FEES & OTHER CHARGES
- ----------------------------------------------------------------------------------------------------------------------------
DATE INSTALLATION COMPLETED:
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL INSTALLATION FEE:
- ----------------------------------------------------------------------------------------------------------------------------
MONTHLY RECURRING FEES (EXPLAIN):
- ----------------------------------------------------------------------------------------------------------------------------
MAINTENANCE:
- ----------------------------------------------------------------------------------------------------------------------------
OTHER:
- ----------------------------------------------------------------------------------------------------------------------------
8. OTHER HOSTING / HOUSING SERVICE/S INFORMATION
-------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
8.1 - OTHER HOSTING / HOUSING SERVICE REQUIREMENTS
- ----------------------------------------------------------------------------------------------------------------------------
ITEMS REQUESTER REQUIREMENTS PROVIDER COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
DEFINE "OTHER" REQUIREMENTS:
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
8.2 - OTHER HOSTING / HOUSING SERVICE/S INSTALLATION FEES & OTHER CHARGES
- ----------------------------------------------------------------------------------------------------------------------------
DATE INSTALLATION COMPLETED:
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL INSTALLATION FEE:
- ----------------------------------------------------------------------------------------------------------------------------
MONTHLY RECURRING FEES (EXPLAIN):
- ----------------------------------------------------------------------------------------------------------------------------
MAINTENANCE:
- ----------------------------------------------------------------------------------------------------------------------------
OTHER:
- ----------------------------------------------------------------------------------------------------------------------------
43
9. CUSTOMER AND PROVIDER AGREEMENT
-----------------------------------
- ------------------------------------------------------------------------------------------------------------------
CUSTOMER INFORMATION PROVIDER INFORMATION
Proposal Accepted by: Request Approved by:
Name: Name:
Date: Date:
Signature:
Signature:
If this proposal is accepted, please reserve space for 30
days. If this request is rejected, provide comments.
Return this form to the Provider including your comments. Return this form to the Customer.
- ------------------------------------------------------------------------------------------------------------------
44
SERVICE ORDER FORM
N(DEGREE): FTLD/02.024/CSS - RATLNYC001
1. CUSTOMER DETAILS
- --------------------------------------------------------------------------------
CUSTOMER NAME:
BILLING ADDRESS:
INVOICE TO BE SENT @:
BILLING CONTACT:
PROJECT MANANGER
COMMERIAL CONTACT:
- --------------------------------------------------------------------------------
2. ORDER DETAILS
================================================================================
Lambda on Ring 1 v
================================================================================
ORDER TYPE:
DESCRIPTION ----------------------------------------------------
- --------------------------------------------------- -------------------------
GNE PLAN NUMBER REQUEST DATE
- --------------------------------------------------- ------------------------
PHYSICAL INTERFACE
- --------------------------------------------------- ------------------------
ITU IDENTIFIER COMMITTED DATE
- --------------------------------------------------- ------------------------
LINE SPEED NAME OF EQUANT REQUESTOR
- --------------------------------------------------- ------------------------
TERMINATION DETAILS:
45
LOCATION A LOCATION B
===============================
ATL2 V
===============================
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Floor / Room / Suite
- --------------------------------------------------------------------------------
Extended Demark Required
- --------------------------------------------------------------------------------
Who provides extension
- --------------------------------------------------------------------------------
Collocation required
- --------------------------------------------------------------------------------
Note
- --------------------------------------------------------------------------------
===============================
NYC1 V
===============================
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Floor / Room / Suite
- --------------------------------------------------------------------------------
Extended Demark Required
- --------------------------------------------------------------------------------
Who provides extension
- --------------------------------------------------------------------------------
Collocation required
- --------------------------------------------------------------------------------
Note
- --------------------------------------------------------------------------------
===============================
PHL V
===============================
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Floor / Room / Suite
- --------------------------------------------------------------------------------
Extended Demark Required
- --------------------------------------------------------------------------------
Who provides extension
- --------------------------------------------------------------------------------
Collocation required
- --------------------------------------------------------------------------------
Note
- --------------------------------------------------------------------------------
===============================
ATL1 V
===============================
===============================
NYC1 V
===============================
46
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Floor / Room / Suite
- --------------------------------------------------------------------------------
Extended Demark Required
- --------------------------------------------------------------------------------
Who provides extension
- --------------------------------------------------------------------------------
Collocation required
- --------------------------------------------------------------------------------
Note
- --------------------------------------------------------------------------------
- ------------------------------------------------ ------------------------------
3. FINANCIAL DETAILS 4. SPECIAL CONDITIONS (IF ANY)
-----------------------------
UPFRONT PAYMENT
O&M PER YEAR
- ------------------------------------------------
5. AGREEMENT
The present service order form is governed expressly by the terms and conditions
set out in the Agreement N(degree) FTLD/02.024/CSS signed between EQUANT and
France Telecom and is valid until (DD-MM-YYYY).
BETWEEN:
EQUANT
Represented by
Position: -----------------------------------------------
-----------------------------------------------
Signature:
Date: -----------------------------------------------
-----------------------------------------------
FRANCE TELECOM
Represented by
Position: -----------------------------------------------
-----------------------------------------------
Signature:
Date: -----------------------------------------------
-----------------------------------------------
47
48
SITE ID ADDRESS AVAILABILITY EXTENDED WHO
DEMARK PROVIDES COLLOCATION
REQUIRED EXTENSION REQUIRED
ATL2 56 Marietta St., Atlanta, GA 30303 Yes FTLD Yes
ATL1 345 Courtland Street, Atlanta , GA 30308 Yes FTLD Yes
BNA 2990 Sidco Drive, Nashville , TN 37204 Yes FTLD Yes
BOS 1 Summer Street, Boston , MA 02110 Yes Equant No
CHI1 111 North Canal Street , IL 60606 Yes FTLD Yes
CHI2 601 W. Polk Street, Chicago , IL 60607 Yes Equant No
CLE 4000 Chester Avenue, Cleveland , OH 44103 Yes FTLD Yes
DAL Telecom Carrier Hotel, 2020 Live Oak Street, Dallas , TX 75201 Yes Equant No
DEN 1850 Pearl Street, Denver , CO 80203 Yes FTLD Yes
DET Ponopscot bldg, 645 Griswold Street, Detroit , MI 48226 Yes Equant No
HOU 7100 Business Park Dr, Houston , TX 77041 Yes Equant No
JSD 501 West Texas Avenue, Stratford , TX 79084 Yes FTLD Yes
LAX 818 West 7th Street, Los Angeles , CA 90017 Yes FTLD Yes
MIA 49 NW 5th Street, Miami , FL 33128 Yes FTLD Yes
NYC1 111 8th Avenue, New York , NY 10011 Yes Equant No
NYC2 85 10th Avenue, New York , NY 10011 Yes FTLD Yes
OGD 526 West 17th Street , Ogden, UT 8404 Yes FTLD Yes
PHL 401 N Broad Street, Philadephia , PA 19108 Yes Equant No
SEA 1000 Denny way, Seattle , WA 98109 Yes FTLD Yes
SFO 185 Berry Street , San Francisco, CA 94107 Yes FTLD Yes
SJC 1380 Kiefer road, San Jose , CA 94107 Yes FTLD Yes
WAS 13775 McLearen Road, Oak Hill , VA 20171 Yes Equant No
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Choice Location A Choice Location B
Segment 1 2 16
Segment 2 16 19
Segment 3 19 23
Segment 4 3 23
Segment 5 30 1
Segment 6 1 1
Segment 7 1 29
Segment 8
Segment 9
Segment 10
Segment 11
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Ring 1
upfront O&M
Lambda on Ring1
Lambda on Ring2
Lambda on Ring3
Lambda on Ring4
Lambda on Ring5
Lambda on Ring6
Lambda on Ring7
Lambda Point to point Denver - Los Angeles
Lambda Point to point Los Angeles - San Jose
Lambda Point to point San Jose - San Francisco
Lambda Point to point San Francisco - Seattle
Lambda Point to point Seattle - Denver
51