Exhibit 10.25
SPRINT WHOLESALE SERVICES
DATA AND PRIVATE LINE AGREEMENT
Confidential Treatment. The portions of this exhibit that have been replace with
"[*****]" have been filed separately with the Securities and Exchange Commission
and are the subject of an application for confidential treatment.
SPRINT COMMUNICATIONS COMPANY L.P. ("Sprint") and VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC ("Customer") enter into this Agreement ("Agreement). Sprint and
Customer are "Parties."
Sprint and Customer agree that the terms and conditions in this Agreement, its
Attachments, and any Order for Services ("Order") will govern Sprint's provision
and Customer's use of Services. Customer is purchasing Services under this
Agreement for resale to it customers ("End Users").
I. TERM
A. TERM OF AGREEMENT. This Agreement is effective as to each
Party when signed by that Party. The Term of the Agreement will
commence on the first day of the second month following the month in
which Sprint executes the Agreement. The Term continues for the period
specified in Attachment A.
B. TERM OF SERVICES. The initial term for Service ("Initial
Service Term") will be stated on the Order and will begin on the first
day of the month following the date the Service is installed and
available. If Customer orders a Service with a term (for example, 3
years) that extends beyond the Agreement's term, this Agreement and
pricing will remain in effect for that Service until the term for that
Service expires. If the term of a Service expires and there is then no
Agreement between the Parties, continued use of the Service will be
invoiced month-to-month at Sprint's current tariff or standard list
pricing, terms and conditions in effect at the time the Service term
expires.
II. SERVICES
A. SERVICES ARE DESCRIBED IN THE ATTACHMENTS. Customer must
submit an Order to obtain Services pursuant to this Agreement. Customer
may purchase, and Sprint will provide, Service under the terms and
conditions in this Agreement and the Order.
B. ACCESS. Sprint-provided access is pursuant to Sprint FCC
Tariff #8. When Customer or Sprint (as Customer's agent) orders access
for Services, Local Exchange Carrier (LEC) tariffs may apply. Sprint
and Customer are responsible for their respective compliance with those
tariffs. Sprint is not responsible for delays in provisioning Service
that are caused by the LEC. Access charges for circuits of DS3 and
greater will be separately priced per Special Customer Arrangement.
C. DELIVERY. Sprint will schedule the delivery of the Service in
accordance with a mutually agreed upon delivery date.
III. MINIMUM MONTHLY COMMITMENT
A. Minimum Monthly Commitment ("MMC") is the amount of Services
that Customer commits to purchase during each month of the Term.
Customer's MMC is stated in Attachment A.
B. MMC SHORTFALL LIABILITY. If Customer fails to meet its MMC,
unless caused by Sprint's material failure to perform under this
Agreement, Customer will pay Sprint, in
Proprietary Information
HIGHLY RESTRICTED
1
addition to other applicable charges, the difference between the MMC
and Customer's actual MMC Contributory Service Usage Charges for each
month in which Customer does not achieve the MMC.
IV. PRICES
A. PRICES ARE IN THE ATTACHMENTS. Prices (except those subject to
Tariff) are fixed for the Tenn. Prices stated in the Attachments apply
to Services ordered and installed, or renewed, after the Effective Date
and prior to the termination or expiration of the Agreement.
B. Sprint may adjust its rates and charges or impose additional
rates or surcharges on Customer in order to recover amounts it is
required by governmental or quasi- governmental authorities to collect
on behalf of or pay to others in support of statutory or regulatory
programs.
V. INVOICES AND PAYMENT
A. PAYMENT OBLIGATION. Customer will pay Sprint for Services in
accordance with this Agreement and any applicable Tariffs.
B. PAYMENT PROCEDURE. Sprint will invoice Customer monthly for
Services. Invoices are due and payable 30 days from invoice date.
Undisputed charges that Customer fails to pay within 30 days from the
date of the invoice are subject to interest from the date of the
invoice at the maximum rate allowed by law, not to exceed 1 1/2% per
month.
C. TAXES. The price of Service excludes applicable taxes.
Customer will pay applicable taxes, which will be stated separately on
each invoice. Sprint will not xxxx Customer for taxes if Customer
provides Sprint with certificates from appropriate taxing authorities
exempting Customer from taxes.
D. BILLING DISPUTES. If Customer, in good faith and by the due
date of the disputed invoice, disputes Sprint's computation of amounts
due, Customer may withhold payment of the disputed amount, but Customer
must pay all charges not in dispute per the payment terms in this
Agreement. An amount is not in dispute until Customer has provided
Sprint with written documentation explaining the disputed amount and
describing the dispute's factual and legal basis. Customer will
cooperate with Sprint to resolve any dispute expeditiously. Disputed
amounts are due and payable immediately once Sprint denies the dispute
in writing.
E. COLLECTION. Customer is responsible for amounts it cannot
collect from End Users, including but not limited to fraudulent
charges, and for billing adjustments or credits it grants End Users,
including adjustments for fraudulent charges.
VI. PAYMENT SECURITY
Provision of Service is contingent on credit approval by Sprint. Upon
Sprint's request, Customer must provide Sprint with financial
statements or other indications of Customer's financial and business
circumstances. If: (a) Customer's financial or business circumstances
or payment history is or, during the Term, becomes unacceptable to
Sprint;
Proprietary Information
HIGHLY RESTRICTED
2
(b) Customer fails to make timely payments in accordance with Section
V; (c) Customer exceeds its credit limit; or (d) Sprint has reason to
believe that Customer is insolvent, then Sprint may require a deposit,
irrevocable letter of credit or other form of security acceptable to
Sprint, or, if Customer has previously provided security, Sprint may
request additional security. Customer's failure to provide the
requested security within 5 days following Sprint's reasonable request
is a default. If Customer exceeds its credit limit by more than 20%,
the excess amount is due immediately upon Sprint's request and
Customer's failure to provide immediate payment will be a breach of
this Agreement. Customer's breach of or default under any related
security agreement or Promissory Note is a breach of this Agreement.
VII. TERMINATION OF SERVICES/EARLY SERVICE TERMINATION CHARGE
A. To terminate Services, Customer must provide Sprint with 30
days' prior written notice. If Customer terminates any Service before
the expiration of the term for that Service, Customer must pay early
service termination charges described in the Attachments. In addition,
if Customer terminates a Service having access of T-3 or greater
bandwidth before the end of the Service term, then Customer must pay
Sprint for 100% of the remaining access charges imposed by the LEC to
which Sprint has committed on behalf of Customer as follows: (1) for
Customer-provided access, Customer must pay Sprint the EFC and COC
monthly recurring charges for each month remaining in the Service term;
or (2) for Sprint-provided access, Customer must pay Sprint the AGF,
COC, and local loop monthly recurring charges for each month remaining
in the Service term.
B. Except for the access reimbursement on bandwidth of T-3 or
greater, Sprint will waive the otherwise applicable early termination
charges for any Service if Customer orders a replacement Service of the
same or greater bandwidth with a term equal to the greater of: (a) the
Term remaining on the original Service; or (b) 12 months. Customer must
order the replacement Service during the 30 days immediately following
the termination of the original Service. The replacement Service must
be installed within 60 days of the order for the replacement Service.
Customer must pay the access reimbursement described in Section VII.A
even if it orders a replacement Service unless the replacement Service
is at the same Service location as the terminated Service.
VIII. CUSTOMER RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
A. Customer will:
1. at its own expense provide all necessary preparations
required to comply with Sprint's installation and
maintenance specifications;
2. be responsible for the costs of relocation of
Services once installed; and
3. provide to Sprint and to its suppliers reasonable
access to Customer's premises to perform any acts
required by an Order; and
4. comply with Sprint's network interface procedures
when it orders it own access facilities.
Proprietary Information
HIGHLY RESTRICTED
3
B. Customer will properly use the Services. Customer will be
liable for any and all damages to Services located on Customer's
premises excluding reasonable wear and tear and damages caused by
Sprint. Upon expiration or termination of the Order, Customer will
surrender to Sprint any equipment and other property owned by Sprint
and provided to Customer.
C. Customer will not nor will it permit or assist others to:
1. use Services for any purpose other than that for
which they are intended;
2. alter, tamper with, adjust or repair the Services.
D. Customer represents and warrants that it:
1. has obtained all required certificates of public
convenience and necessity, licenses and regulatory
approvals and that it is authorized to provide
service to End Users;
2. will immediately notify Sprint if any required
certificate of public convenience and necessity,
license or other regulatory approval is revoked,
suspended or otherwise ceases to be effective; and
3. will comply with all applicable laws, rules and
regulations.
E. DUTIES. Customer is not relieved of any duty, obligation or
responsibility under this Agreement because service is ultimately
provided to End Users.
F. END USERS. Customer is solely responsible for End User
solicitation, service requests, creditworthiness, customer service,
billing and collection. Customer is responsible for payment to Sprint
without regard to Customer's ability to charge for Services used by End
Users or to collect payment from End Users.
Upon the occurrence or breach of any of the above, Sprint may suspend
its performance and/or terminate this Agreement with no further
obligation to Customer.
IX. HARDWARE OR SOFTWARE NOT PROVIDED BY SPRINT
A. Customer and not Sprint is responsible for the installation,
operation, or maintenance of hardware or software not provided by
Sprint. Sprint is not responsible for the transmission or reception of
information by such hardware or software.
B. Customer is responsible for the selection, use and
compatibility of hardware or software not provided by Sprint. If
hardware or software not provided by Sprint impairs Customer's use of
the Service, Customer is nonetheless liable for payment for the
Service. Upon notice from Sprint that the hardware or software not
provided by Sprint is causing or is likely to cause hazard,
interference, or service obstruction Customer will eliminate such
hazard, interference. or service obstruction. Sprint may suspend the
provision of the Service until such hazard, interference, or service
obstruction is corrected. If requested by Customer, Sprint may, at its
then-current rates, troubleshoot difficulties caused by hardware or
software not provided by Sprint.
Proprietary Information
HIGHLY RESTRICTED
4
C. Sprint is not responsible if any changes in the Service cause
hardware or software not provided by Sprint to become obsolete, require
modification or alteration, or otherwise affect performance of such
hardware or software.
D. If Customer provides its own router to interface with the
Services, then Customer is fully responsible for the installation,
maintenance, and configuration of such router. Sprint must approve in
advance the make, model and/or software revision of a Customer-provided
router. Sprint has the right, in cooperation with Customer, to set the
initial configuration for the router interface into the Service.
X. INDEMNIFICATION
A. PROPERTY AND PERSONAL INJURY INDEMNITY. Each Party will
indemnify and defend the other Party, its directors, employees, agents
and their successors and assigns from and against all claims, demands,
causes of action, losses, damages, expenses or liabilities, including
costs and reasonable attorneys' fees, arising out of claims made by
third parties for personal injury (or death) or loss or damage to
personal property, arising out of or related to the negligent or
willful misconduct, errors or omissions, of the indemnifying Party or
its subcontractors, directors, employees, agents or representatives.
Claims made by employees of a Party that are covered under applicable
workers' compensation laws are not indemnified under this Section.
B. PROPRIETARY RIGHTS INDEMNITY.
1. If Customer notifies Sprint promptly in writing of a
third-party claim and gives Sprint full and complete
authority, information and assistance, at Sprint's
expense, for the claim's defense and settlement, and
if Customer or its agents does not by any act
(including any admission or acknowledgement)
materially impair or compromise a claim's defense,
Sprint will defend any third-party claim and pay all
court-awarded damages brought against Customer based
on an allegation that Sprint-provided Services
infringe on any copyright, trade-secret, or patent,
protected under United States' laws. For any of these
third party claims Sprint receives or to minimize the
potential for such a claim, Sprint may, at its option
and expense, either procure the right for Customer to
continue using the Services, replace or modify the
Services with comparable Services, or terminate the
Services.
2. Customer will indemnify and defend Sprint from and
against all claims, demands, causes of action,
losses, damages, expenses or liabilities, including
costs and reasonable attorneys' fees, arising out of
claims made by third parties that the use of
Customer-provided hardware or software infringes on a
patent or copyright.
C. Customer will indemnify and defend Sprint from and against all
claims, demands, causes of action, losses, damages, expenses or
liabilities, including costs and reasonable attorneys' fees, caused by
any third-party claims: (a) arising from information, data, or messages
transmitted over the network by Customer including, but not limited to,
claims for libel, slander, invasion or privacy, infringement or
copyright, and invasion and/or alteration of private records or data;
or (b) alleging Customer's violation of any federal or state law, rule
or regulation.
Proprietary Information
HIGHLY RESTRICTED
5
XI. PROPERTY RIGHTS PROTECTION
A. LICENSE. Sprint grants to Customer a non-exclusive and
non-transferable license to use software which may be provided with or
included in the Services for the sole purpose of enabling Customer to
use such Services.
B. TITLE. Sprint or its suppliers retain title and property
rights to Sprint-provided software and equipment, whether or not they
are embedded in or attached to realty. Customer neither owns nor will
it acquire any claim or right of ownership to:
1. Sprint-provided equipment not purchased by Customer;
2. software (including the original media and all
subsequent copies of the software, regardless of the
media's form) and associated documentation (including
copies);
3. any patents, copyrights, trademarks, or other
intellectual property related to Section XI.B.1. or
2; or
4. IP addresses assigned to Customer.
C. TRADE SECRET PROTECTION. Sprint Services are valuable trade
secrets of Sprint or its suppliers. Customer will protect any software
it uses that is provided with or included in Services, and will make no
attempt to examine, copy, alter, reverse engineer, tamper with or
otherwise misuse such software.
XII. BREACH OR TERMINATION OF THE AGREEMENT
A. SPRINT BREACH. If Sprint materially breaches the Agreement and
fails to cure such breach within 60 days of receiving written notice of
the breach from Customer, then Customer may terminate the Agreement
without incurring an Early Termination Charge. A material breach by
Sprint does not include any failure to perform due to a failure caused
by the local exchange carrier, Customer premise equipment, Customer or
any other failure caused by circumstances not within the sole control
of Sprint.
B. CUSTOMER BREACH.
1. In addition to the other remedies in this Agreement,
Sprint may stop providing Service and terminate the
Agreement immediately without notice if Customer
breaches Section V or VI of the Agreement. If
Customer breaches any other provision of this
Agreement and fails to cure the breach within 30 days
of receiving written notice of the breach from Sprint
(or such other period as may be specified in a
particular Section), Sprint may, in addition to other
remedies available in law or equity, do one or more
of the following:
(a) refuse to accept additional orders
for Service;
(b) refuse to install new Service types
or Service locations;
(c) disconnect or block Service
Elements;
Proprietary Information
HIGHLY RESTRICTED
6
(d) discontinue any applicable
promotional pricing until Customer
is in full compliance with this
Agreement;
(e) stop providing Service to Customer;
or
(f) terminate this Agreement.
2. The insolvency, corporate reorganization, arrangement
with creditors, receivership, or dissolution of
Customer or a change in Customer's majority ownership
without Sprint's prior written consent (which consent
will not be unreasonably withheld) is a breach of the
Agreement.
C. TERMINATION WITHOUT CAUSE. Customer may terminate this
Agreement at any time without cause upon 90 days' prior written notice
to Sprint and payment to Sprint of the Early Termination Charge
described in XII.D. Service will be discontinued the first business day
of the fourth month after such notice of termination.
D. EARLY TERMINATION CHARGE. Sprint's rates for Service under
this Agreement are in consideration for Customer's agreement to
purchase Service for the entire Term. It is difficult if not impossible
to calculate Sprint's loss if Customer terminates this Agreement under
Section XII.C. or Sprint terminates the Agreement due to Customer's
breach before the Term ends. Thus, if Sprint terminates this Agreement
due to Customer's material breach, or Customer terminates this
Agreement or ceases to use Service to a material extent (unless due to
Sprint's material breach), Customer must pay Sprint, in addition to all
other applicable charges, an Early Termination Charge equal to the MMC
multiplied by the number of months remaining in the Term. The Early
Termination Charge is to compensate Sprint for its losses, and is not a
penalty. Sprint will invoice and Customer must pay the Early
Termination Charge in accordance with the payment terms set forth in
Section V.
XIII. CONFIDENTIALITY
A. OBLIGATIONS OF THE PARTIES. The Parties must not disclose any
Proprietary information of the other Party. Proprietary Information is
the property of the disclosing Party. A Party receiving Proprietary
Information must:
1. use or reproduce Proprietary Information only when
necessary to perform this Agreement;
2. provide at least the same care to avoid disclosure or
unauthorized use of Proprietary Information as it
provides to protect its own Proprietary Information;
3. limit access to Proprietary Information to its
employees or agents who need the Proprietary
Information to perform this Agreement; and
4. return or destroy all Proprietary Information,
including copies, after the need for it has expired,
upon request of the disclosing Party, or when the
Agreement terminates.
Proprietary Information
HIGHLY RESTRICTED
7
B. REMEDIES. Breach of this Section XIII may cause irreparable
harm for which monetary damages may be inadequate. Accordingly, in
addition to other available remedies, a Party may seek injunctive
relief to enforce this Section XIII.
C. "Proprietary Information" means
1. the terms of this Agreement, including all
Attachments;
2. written information of a Party that is marked as
proprietary or confidential or which is accompanied
by written notice that the information is
confidential, or
3. a verbal communication that is later confirmed in
writing to the other Party as confidential or
proprietary information which (i) maintained in
confidence and secrecy by the disclosing Party, (ii)
valuable to the disclosing Party because of its
confidence or secrecy, and (iii) is subject to the
disclosing Party's reasonable efforts to maintain its
confidentiality and secrecy.
Proprietary Information does not include information that is:
1. at any time in the public domain other than through
wrongdoing on the part of an entity owing a duty of
confidentiality to the disclosing Party,
2. within legitimate possession of the receiving Party
without obligation of confidentiality,
3. lawfully received from a third party having rights
therein without restriction of the right to
disseminate the information,
4. independently developed without breach of any
obligation of confidentiality through parties without
access to or knowledge of the Proprietary
Information,
5. disclosed with prior written approval of the
disclosing Party,
6. transmitted after the disclosing Party has received
written notice from the receiving Party that it does
not desire to receive further Proprietary
Information, or
7. obligated to be produced under a valid court order or
subpoena.
XIV. RELATIONSHIP OF PARTIES
Neither this Agreement nor the provision of Service constitutes or
creates an association, joint venture, partnership or other form of
legal entity or business enterprise between the Parties, their agents,
employees or affiliates. Customer is the service provider with respect
to End Users and Sprint is a supplier to Customer with no relationship
to End Users. Sprint has no liability for the acts of Customer, its
employees or agents.
Proprietary Information
HIGHLY RESTRICTED
8
XV. USE OF NAME AND MARKS
A. This Agreement confers no right to use the name, service
marks, trademarks, copyrights, patents or carrier identification code
("CIC") of either Party except as provided in this Agreement, as agreed
to by the Parties, or as required by applicable law or regulation.
Neither Party may take any action that would compromise the registered
copyrights or service marks of the other. Sprint's name is proprietary
and nothing in this Agreement constitutes a license authorizing its
use. Customer will not:
1. promote or advertise Sprint's name or capabilities to
End Users or prospective End Users;
2. attempt to sell its service using Sprint's name; or
3. represent to End Users or prospective End Users that
they would be Sprint customers or that they may
obtain Sprint service from Customer.
B. If Sprint notifies Customer that Customer has breached this
Section, Customer must use its best efforts to immediately cure the
breach and must advise Sprint of its corrective action. If, in Sprint's
opinion, Customer fails to cure within 15 days of Sprint's notice, then
Sprint may, in addition to any other remedy its has, terminate this
Agreement.
XVI. SERVICE ACTIVATION AND DISCONNECTION
A. ACTIVATION. Sprint will make reasonable efforts to provide
Service within 30 days following Customer's order or the requested
delivery date, whichever is later. These time frames will be extended
by the time it takes to address activation errors or obtain from
Customer a complete and accurate order. If Customer requests expedited
Service, Customer will reimburse Sprint for any LEC-imposed fees.
B. DISCONNECTION. The minimum disconnect interval for Service
Elements is 35 days. Customer remains liable for all charges incurred
until the Service Elements are disconnected.
XVII. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
A. In no event will Sprint be liable, either in contract or in
tort, for unauthorized access to Customer's transmission facilities or
Customer premise equipment; or for unauthorized access to or
alteration, theft, or destruction of Customer's data files, programs,
procedure, or information through accident, fraudulent means or
devices; or any other method.
B. Except to the extent caused by the negligence of Sprint,
Sprint will not be liable for claims or damages resulting from or
caused by: (i) Customer's fault, negligence or failure to perform
Customer's responsibilities; (ii) claims against Customer by any other
party (except for claims of copyright or patent infringement as
specified herein); (iii) any act or omission of any other party; or
(iv) equipment or services furnished by a third party.
Proprietary Information
HIGHLY RESTRICTED
9
C. Sprint's entire liability for its failure to perform any of
its obligations under this Agreement will not exceed an amount equal to
the lesser of $100,000 or the monthly charges paid for the effected
Services during the preceding 12 months. Sprint will not be liable for
any unavoidable damage to Customer's premises.
D. Sprint will not be liable for any consequential, special,
incidental, indirect, exemplary or punitive damages for any cause of
action, whether in contract or tort, arising out of this Agreement or
in any way related to the relationship between the Parties.
Consequential and indirect damages include, but are not limited to,
lost profits, lost revenues or loss of business opportunity, whether or
not Sprint was aware or should have been aware of the possibility of
such damages.
E. With respect to the Services, materials and equipment provided
hereunder, SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
NOT EXPLICITLY STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
XVIII. ARBITRATION
Any dispute arising out of or relating to this Agreement may, at the
option of the Parties, be finally settled by arbitration, except that
if the provisions of Section XIX of this Agreement are held to be
unenforceable, then arbitration of any such dispute is mandatory. Any
arbitration will be in accordance with the rules of the American
Arbitration Association. The arbitration will be governed by the United
States Arbitration Act, 9 U.S.C. Sec. 1 et seq., and judgment upon the
award may be entered by any court with jurisdiction. The arbitration
will be held in the Kansas City, MO metropolitan area.
XIX. WAIVER OF JURY TRIAL
The Parties mutually, expressly, irrevocably and unconditionally waive
trial by jury for any proceedings arising out of, under or in
connection with this Agreement. This Section survives the termination
of the Agreement.
XX. JURISDICTION AND VENUE
Unless a dispute is arbitrated pursuant to Section XVIII, any legal
action brought by either Party arising out of or relating to this
Agreement must be brought exclusively in the District Court of Xxxxxxx
County, Kansas or the United States District Court for the District of
Kansas located in Kansas City, Kansas. The Parties accept the exclusive
personal jurisdiction of these courts. The Parties waive any objection
(including, without limitation, any objection to the laying of venue or
based on the grounds of forum non conveniens) which either Party may
now or hereafter have to the bringing of any action in these courts.
XXI. ASSIGNMENT
Customer may not assign its responsibilities, duties, rights or
obligations under this Agreement to any person, corporation, or other
entity without the written consent of
Proprietary Information
HIGHLY RESTRICTED
10
Sprint, which consent may not be unreasonably withheld. All terms and
conditions of this Agreement are binding on any of Customer's
successors or assigns,
XXII. FORCE MAJEURE
A. Except for the performance of obligations in Section V and VI
of this Agreement, neither Party will be responsible for any delay,
interruption or other failure to perform due to acts beyond a Party's
control. These acts include, but are not limited to, natural disasters
such as lightening, earthquakes, hurricanes, floods or other like
causes; war, riot, civil commotion; cable cuts; explosion or fire;
embargoes, strikes or labor disputes; decrees of governmental entities;
or acts of third parties.
B. The Party claiming to be affected (the "Claiming Party") must
give notice to the other Party if any of these events occurs. Upon this
notice the Claiming Party may, without liability to the other Party,
cancel or delay performance for as long as the event delays the
Claiming Party's performance. So long as the Claiming Party is in full
compliance with the provisions of this Section, the other Party may not
declare the Claiming Party to be in breach of this Agreement and may
not exercise the termination remedies set forth in this Agreement,
provided, however, that should the event continue for more than 60 days
and adversely and materially impact the other Party, that Party may
terminate this Agreement upon payment for all Services delivered before
termination, plus all other charges and costs then incurred, without
further liability of either Party.
XXIII. NOTICES
Notices, requests or other communications (excluding invoices)
hereunder must be in writing and sent by certified mail or overnight
courier addressed as follows:
If to Sprint:
Sprint Communications Company L.P.
Attention: Vice President-Wholesale Services
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
With copy to:
Sprint Communications Company L.P.
Attn: Law Dept.- Marketing & Sales (Business)
KSOPHT0101-Z2525
0000 Xxxxxx Xxxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
If to Customer:
______________________
______________________
______________________
XXIV. MISCELLANEOUS
A. HEADINGS. The headings in this Agreement are for reference
only and do not affect the meaning or interpretation of this
Agreement's terms.
Proprietary Information
HIGHLY RESTRICTED
11
B. CHOICE OF LAW. This Agreement and all claims relating to the
relationship between the Parties, including all claims in tort,
contract, at law or in equity will be governed by, enforced and
interpreted under Kansas law without regard to the Kansas choice of law
principles.
C. RULES OF CONSTRUCTION. No rule of construction requiring
interpretation against the draftsman will apply in the interpretation
of this Agreement.
D. MODIFICATION OF AGREEMENT. This Agreement may be modified only
by written amendment signed by duly authorized representatives of both
Parties.
E. WAIVER OF TERMS. If either Party fails to enforce any right or
remedy available under this Agreement, that failure does not waive that
right or remedy with respect to any other breach.
F. PARTIAL INVALIDITY. If a court or arbitrator finds any of this
Agreement's provisions to be invalid, illegal, or unenforceable, the
unaffected provisions of this Agreement will remain in effect. The
Parties will negotiate a substitute for the invalid, illegal or
unenforceable provision that is consistent with their original intent.
G. CUMULATIVE REMEDIES. Except as otherwise provided in this
Agreement, the remedies in this Agreement are in addition to any other
remedies available at law or in equity.
H. NO THIRD PARTY BENEFICIARIES. This Agreement's benefits do not
extend to any third party unless expressly stated in the Agreement.
I. ENTIRE AGREEMENT. This Agreement, including Attachments and
any referenced documents and instruments, is the entire understanding
between the Parties relating to its subject matter and supersedes all
prior or contemporaneous negotiations or agreements, whether oral or
written, relating to the subject matter of this Agreement. Customer is
not relying upon any representations or promises not stated in this
Agreement.
J. EXPIRATION OF OFFER. Sprint may withdraw its offer to enter
into this Agreement if the Agreement is not signed by both Parties
within 45 days after the Proposal Date stated on Attachment A.
EXECUTED and made effective as provided in this Agreement.
VALOR TELECOMMUNICATIONS SPRINT COMMUNICATIONS COMPANY L.P.
ENTERPRISES LLC
By: /s/ Xxxx X. Xxxxxxx By: /s/ Art XxxXxxxxx
--------------------------- ------------------------------
Name: Xxxx X. Xxxxxxx Name: Art XxxXxxxxx
--------------------------- ------------------------------
(Print or Type) (Print or Type)
Title: President & Chief Operating Title: Vice President - Wholesale Sales
Officer
Date: 2/5/03 Date: 2/20/03
Proprietary Information
HIGHLY RESTRICTED
12
ATTACHMENT A TO
SPRINT WHOLESALE SERVICES
DATA AND PRIVATE LINE AGREEMENT
1. TERM: 24 months
2. MINIMUM MONTHLY COMMITMENT:
Customer's Minimum Monthly Commitment for Private Line Services is:
MINIMUM MONTHLY
MONTHS NET USAGE COMMITMENT
------ --------------------
1-24 $[*****]
3. SPECIAL ACCESS
a. Sprint will charge Customer a fixed Monthly Recurring Charge
in the amount of $[*****] for each Sprint provided, Domestic Sprint
Dedicated IP T-1 local access line (excluding ACF and COC charges)
installed or in service on a 1-year term during the term at location
830-257. Applicable ACF and COC and installation charges are listed in
the Attachment Dedicated IP-2. This pricing cannot be combined with the
access promotion included in the Attachment Dedicated IP-3 or any other
promotional access pricing.
b. Sprint will charge Customer a fixed monthly recurring charge
("MRC") in the applicable amount from the table below (including ACF
and COC charges) for each Sprint provided, Domestic Private Line DS3
local access line installed or in service on a 2-year term during the
Term. Local access lines mentioned in this Section are not entitled to
any additional discounts.
NPA-NXX MRC
972-373 $[*****]
806-637 $[*****]
c. Sprint will charge Customer a fixed Monthly Recurring Charge
in the applicable amount from the table below for each Sprint provided,
Domestic Sprint Enhanced Frame Relay, Private Line, ATM or Dedicated IP
local access line (including ACF and COC charges) installed on a 2-year
term or in service on a 2-year term during the term. Applicable ACF and
COC and installation charges are listed in the Attachments: XX-0,
XX-0(x), XX-0(x), Dedicated IP-2, ATM - 2.
This pricing cannot be combined with the access promotion included in
the Attachments: FR-3, Dedicated XX-0, XXX-0 or any other promotional
access pricing.
2-YEAR TERM
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
254259 $[*****] $[*****]
Proprietary Information
HIGHLY RESTRICTED
13
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
254486 $ [*****] $ [*****]
254533 $ [*****] $ [*****]
254546 $ [*****] $ [*****]
254576 $ [*****] $ [*****]
254578 $ [*****] $ [*****]
254583 $ [*****] $ [*****]
254584 $ [*****] $ [*****]
254623 $ [*****] $ [*****]
254635 $ [*****] $ [*****]
254642 $ [*****] $ [*****]
254643 $ [*****] $ [*****]
254675 $ [*****] $ [*****]
254678 $ [*****] $ [*****]
254694 $ [*****] $ [*****]
254725 $ [*****] $ [*****]
254797 $ [*****] $ [*****]
254869 $ [*****] $ [*****]
254896 $ [*****] $ [*****]
254897 $ [*****] $ [*****]
254898 $ [*****] $ [*****]
254993 $ [*****] $ [*****]
330963 $ [*****] $ [*****]
402548 $ [*****] $ [*****]
405279 $ [*****] $ [*****]
405288 $ [*****] $ [*****]
405289 $ [*****] $ [*****]
405449 $ [*****] $ [*****]
405527 $ [*****] $ [*****]
405567 $ [*****] $ [*****]
405598 $ [*****] $ [*****]
405756 $ [*****] $ [*****]
405784 $ [*****] $ [*****]
405867 $ [*****] $ [*****]
405932 $ [*****] $ [*****]
409379 $ [*****] $ [*****]
409397 $ [*****] $ [*****]
409565 $ [*****] $ [*****]
409579 $ [*****] $ [*****]
409584 $ [*****] $ [*****]
409586 $ [*****] $ [*****]
409625 $ [*****] $ [*****]
409787 $ [*****] $ [*****]
409837 $ [*****] $ [*****]
505234 $ [*****] $ [*****]
505236 $ [*****] $ [*****]
505257 $ [*****] $ [*****]
505258 $ [*****] $ [*****]
505289 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
14
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
505336 $ [*****] $ [*****]
505337 $ [*****] $ [*****]
505351 $ [*****] $ [*****]
505354 $ [*****] $ [*****]
505367 $ [*****] $ [*****]
505378 $ [*****] $ [*****]
505391 $ [*****] $ [*****]
505392 $ [*****] $ [*****]
505393 $ [*****] $ [*****]
505394 $ [*****] $ [*****]
505395 $ [*****] $ [*****]
505396 $ [*****] $ [*****]
505397 $ [*****] $ [*****]
505492 $ [*****] $ [*****]
505568 $ [*****] $ [*****]
505579 $ [*****] $ [*****]
505581 $ [*****] $ [*****]
505582 $ [*****] $ [*****]
505583 $ [*****] $ [*****]
505588 $ [*****] $ [*****]
505628 $ [*****] $ [*****]
505630 $ [*****] $ [*****]
505638 $ [*****] $ [*****]
505671 $ [*****] $ [*****]
505684 $ [*****] $ [*****]
505685 $ [*****] $ [*****]
505689 $ [*****] $ [*****]
505738 $ [*****] $ [*****]
505743 $ [*****] $ [*****]
505744 $ [*****] $ [*****]
505745 $ [*****] $ [*****]
505747 $ [*****] $ [*****]
505753 $ [*****] $ [*****]
505756 $ [*****] $ [*****]
505759 $ [*****] $ [*****]
505774 $ [*****] $ [*****]
505785 $ [*****] $ [*****]
505829 $ [*****] $ [*****]
505834 $ [*****] $ [*****]
505852 $ [*****] $ [*****]
505885 $ [*****] $ [*****]
505887 $ [*****] $ [*****]
505894 $ [*****] $ [*****]
505895 $ [*****] $ [*****]
580269 $ [*****] $ [*****]
580768 $ [*****] $ [*****]
806226 $ [*****] $ [*****]
806229 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
15
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
806233 $ [*****] $ [*****]
806234 $ [*****] $ [*****]
806235 $ [*****] $ [*****]
806238 $ [*****] $ [*****]
806246 $ [*****] $ [*****]
806247 $ [*****] $ [*****]
806248 $ [*****] $ [*****]
806249 $ [*****] $ [*****]
806253 $ [*****] $ [*****]
806259 $ [*****] $ [*****]
806266 $ [*****] $ [*****]
806267 $ [*****] $ [*****]
806287 $ [*****] $ [*****]
806298 $ [*****] $ [*****]
806299 $ [*****] $ [*****]
806365 $ [*****] $ [*****]
806385 $ [*****] $ [*****]
806396 $ [*****] $ [*****]
806426 $ [*****] $ [*****]
806434 $ [*****] $ [*****]
806435 $ [*****] $ [*****]
806447 $ [*****] $ [*****]
806456 $ [*****] $ [*****]
806493 $ [*****] $ [*****]
806495 $ [*****] $ [*****]
806534 $ [*****] $ [*****]
806537 $ [*****] $ [*****]
806538 $ [*****] $ [*****]
806539 $ [*****] $ [*****]
806546 $ [*****] $ [*****]
806558 $ [*****] $ [*****]
806562 $ [*****] $ [*****]
806592 $ [*****] $ [*****]
806624 $ [*****] $ [*****]
806628 $ [*****] $ [*****]
806634 $ [*****] $ [*****]
806637 $ [*****] $ [*****]
806647 $ [*****] $ [*****]
806653 $ [*****] $ [*****]
806658 $ [*****] $ [*****]
806659 $ [*****] $ [*****]
806667 $ [*****] $ [*****]
806675 $ [*****] $ [*****]
806732 $ [*****] $ [*****]
806826 $ [*****] $ [*****]
806832 $ [*****] $ [*****]
806845 $ [*****] $ [*****]
806852 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
16
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
806856 $ [*****] $ [*****]
806857 $ [*****] $ [*****]
806862 $ [*****] $ [*****]
806865 $ [*****] $ [*****]
806866 $ [*****] $ [*****]
806867 $ [*****] $ [*****]
806868 $ [*****] $ [*****]
806872 $ [*****] $ [*****]
806874 $ [*****] $ [*****]
806883 $ [*****] $ [*****]
806885 $ [*****] $ [*****]
806888 $ [*****] $ [*****]
806892 $ [*****] $ [*****]
806894 $ [*****] $ [*****]
806897 $ [*****] $ [*****]
806934 $ [*****] $ [*****]
806935 $ [*****] $ [*****]
806938 $ [*****] $ [*****]
806945 $ [*****] $ [*****]
806948 $ [*****] $ [*****]
806966 $ [*****] $ [*****]
806995 $ [*****] $ [*****]
806997 $ [*****] $ [*****]
806998 $ [*****] $ [*****]
817383 $ [*****] $ [*****]
870216 $ [*****] $ [*****]
870772 $ [*****] $ [*****]
870773 $ [*****] $ [*****]
670774 $ [*****] $ [*****]
870775 $ [*****] $ [*****]
870779 $ [*****] $ [*****]
903223 $ [*****] $ [*****]
903255 $ [*****] $ [*****]
903277 $ [*****] $ [*****]
903322 $ [*****] $ [*****]
903334 $ [*****] $ [*****]
903344 $ [*****] $ [*****]
903351 $ [*****] $ [*****]
903362 $ [*****] $ [*****]
903389 $ [*****] $ [*****]
903427 $ [*****] $ [*****]
903428 $ [*****] $ [*****]
903478 $ [*****] $ [*****]
903529 $ [*****] $ [*****]
903536 $ [*****] $ [*****]
903543 $ [*****] $ [*****]
903545 $ [*****] $ [*****]
903547 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
17
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
903562 $ [*****] $ [*****]
903585 $ [*****] $ [*****]
903599 $ [*****] $ [*****]
903614 $ [*****] $ [*****]
903628 $ [*****] $ [*****]
903632 $ [*****] $ [*****]
903639 $ [*****] $ [*****]
903645 $ [*****] $ [*****]
903652 $ [*****] $ [*****]
903656 $ [*****] $ [*****]
903667 $ [*****] $ [*****]
903671 $ [*****] $ [*****]
903673 $ [*****] $ [*****]
903674 $ [*****] $ [*****]
903678 $ [*****] $ [*****]
903679 $ [*****] $ [*****]
903682 $ [*****] $ [*****]
903684 $ [*****] $ [*****]
903685 $ [*****] $ [*****]
903695 $ [*****] $ [*****]
903697 $ [*****] $ [*****]
903735 $ [*****] $ [*****]
903756 $ [*****] $ [*****]
903764 $ [*****] $ [*****]
903789 $ [*****] $ [*****]
903791 $ [*****] $ [*****]
903792 $ [*****] $ [*****]
903793 $ [*****] $ [*****]
903794 $ [*****] $ [*****]
903798 $ [*****] $ [*****]
903823 $ [*****] $ [*****]
903826 $ [*****] $ [*****]
903831 $ [*****] $ [*****]
903832 $ [*****] $ [*****]
903835 $ [*****] $ [*****]
903838 $ [*****] $ [*****]
903846 $ [*****] $ [*****]
903897 $ [*****] $ [*****]
903925 $ [*****] $ [*****]
903966 $ [*****] $ [*****]
903984 $ [*****] $ [*****]
915259 $ [*****] $ [*****]
915273 $ [*****] $ [*****]
915282 $ [*****] $ [*****]
915283 $ [*****] $ [*****]
915297 $ [*****] $ [*****]
915343 $ [*****] $ [*****]
915369 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
18
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
915375 $ [*****] $ [*****]
915377 $ [*****] $ [*****]
915445 $ [*****] $ [*****]
915447 $ [*****] $ [*****]
915457 $ [*****] $ [*****]
915467 $ [*****] $ [*****]
915523 $ [*****] $ [*****]
915524 $ [*****] $ [*****]
915536 $ [*****] $ [*****]
915596 $ [*****] $ [*****]
915653 $ [*****] $ [*****]
915655 $ [*****] $ [*****]
915658 $ [*****] $ [*****]
915659 $ [*****] $ [*****]
936544 $ [*****] $ [*****]
936545 $ [*****] $ [*****]
936546 $ [*****] $ [*****]
936594 $ [*****] $ [*****]
936624 $ [*****] $ [*****]
936636 $ [*****] $ [*****]
936638 $ [*****] $ [*****]
936642 $ [*****] $ [*****]
936655 $ [*****] $ [*****]
936687 $ [*****] $ [*****]
936855 $ [*****] $ [*****]
936872 $ [*****] $ [*****]
936876 $ [*****] $ [*****]
936897 $ [*****] $ [*****]
940381 $ [*****] $ [*****]
940422 $ [*****] $ [*****]
940438 $ [*****] $ [*****]
940454 $ [*****] $ [*****]
940563 $ [*****] $ [*****]
940586 $ [*****] $ [*****]
940658 $ [*****] $ [*****]
940673 $ [*****] $ [*****]
940743 $ [*****] $ [*****]
940849 $ [*****] $ [*****]
940864 $ [*****] $ [*****]
940888 $ [*****] $ [*****]
940989 $ [*****] $ [*****]
940997 $ [*****] $ [*****]
972373 $ [*****] $ [*****]
972462 $ [*****] $ [*****]
972471 $ [*****] $ [*****]
972487 $ [*****] $ [*****]
972493 $ [*****] $ [*****]
972627 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
19
NPA/NXX DDS56 MRC T-1 MRC
------- --------- -----------
979693 $ [*****] $ [*****]
979821 $ [*****] $ [*****]
979828 $ [*****] $ [*****]
979846 $ [*****] $ [*****]
501230 $ [*****] $ [*****]
830257 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
20
4. PROPOSAL DATE: February 14, 2003
915662 $ [*****] $ [*****]
915737 $ [*****] $ [*****]
915764 $ [*****] $ [*****]
915765 $ [*****] $ [*****]
915769 $ [*****] $ [*****]
915854 $ [*****] $ [*****]
915862 $ [*****] $ [*****]
915893 $ [*****] $ [*****]
915928 $ [*****] $ [*****]
915945 $ [*****] $ [*****]
918249 $ [*****] $ [*****]
918250 $ [*****] $ [*****]
918251 $ [*****] $ [*****]
918252 $ [*****] $ [*****]
918254 $ [*****] $ [*****]
918258 $ [*****] $ [*****]
918259 $ [*****] $ [*****]
918263 $ [*****] $ [*****]
918279 $ [*****] $ [*****]
918294 $ [*****] $ [*****]
918307 $ [*****] $ [*****]
918355 $ [*****] $ [*****]
918357 $ [*****] $ [*****]
918449 $ [*****] $ [*****]
918451 $ [*****] $ [*****]
918455 $ [*****] $ [*****]
918459 $ [*****] $ [*****]
918461 $ [*****] $ [*****]
918462 $ [*****] $ [*****]
918472 $ [*****] $ [*****]
918473 $ [*****] $ [*****]
918482 $ [*****] $ [*****]
918483 $ [*****] $ [*****]
918485 $ [*****] $ [*****]
918486 $ [*****] $ [*****]
918536 $ [*****] $ [*****]
918642 $ [*****] $ [*****]
918733 $ [*****] $ [*****]
918847 $ [*****] $ [*****]
918885 $ [*****] $ [*****]
918968 $ [*****] $ [*****]
936248 $ [*****] $ [*****]
936269 $ [*****] $ [*****]
936326 $ [*****] $ [*****]
936369 $ [*****] $ [*****]
936394 $ [*****] $ [*****]
936395 $ [*****] $ [*****]
936396 $ [*****] $ [*****]
936399 $ [*****] $ [*****]
936422 $ [*****] $ [*****]
Proprietary Information
HIGHLY RESTRICTED
00
XXXXXXXXXX XX
TERMS AND CONDITIONS FOR
SPRINT WHOLESALE PRIVATE LINE SERVICE(SM)
The following additional terms and conditions apply to Sprint Wholesale Private
Line Service(sm) (also known as Sprint Clearline Private Line Service(sm)
("Private Line Services"). Digital Private Line Services (DS-0 through DS-3) are
also provided pursuant to Sprint Tariff FCC #7 (or successor tariff).
1. PROVISION OF SERVICES/PRICING TERMS AND CONDITIONS.
a. The price of Private Line Service is stated on Attachments
PL-1 and PL-2.
b. Prices in Attachments PL-1 and PL-2 do not apply when Customer
orders detailed physical routing paths or inherently physically diverse
routing or where Sprint has leased facilities. Any such orders will be
separately priced and subject to availability.
c. The pricing in Attachments PL-1 and PL-2 is only for
interstate circuits and intrastate circuits certified as interstate
circuits under applicable regulations. If Customer fails to certify
that a circuit carries interstate traffic under applicable regulation,
Sprint will rate the circuit as intrastate and price the circuit
according to applicable tariffs until Customer provides certification.
d. The special pricing in Attachments PL-1 and PL-2 does not
apply if Customer fails to comply with the terms and conditions of this
Agreement.
e. If the pricing in Attachments PL-1 and PL-2 is based on
Customer's Monthly Volume of Private Line Services, such Volume will be
calculated each month according to the Monthly Volume of Private Line
Services price per voice grade V and H mile per month (cents per mile
times the V and H Coordinate Miles). The monthly price per circuit will
be determined by the Term of the circuit (one, two or three years) and
a "Minimum Charge per Circuit" designated. Monthly Volume of Private
Line Services consists of (1) DS1 Clearline revenues (IXC, POP-to-POP
charges); (2) DS-0 Clearline revenues (IXC, POP-to-POP charges); (3)
DS-3 revenues (IXC, POP-to-POP charges); (4) OC-3 revenues (IXC,
POP-to-POP charges); and (5) OC-12 revenues (IXC, POP-to-POP charges).
Monthly Volume excludes such charges as access, COC, other recurring
and non-recurring charges, and taxes. For purposes of calculating the
Monthly Volume of Private Line Services (the installed base of
Customer's Circuits under this Agreement), the "Base Rate" is the price
per voice grade mile for the first year, lowest Monthly Volume Level on
the Schedule, or the applicable Minimum Charge for any individual
circuits. For Customer's installed base under other Sprint Private Line
Agreement(s), the Monthly Volume calculation is the billed amount. For
purposes of calculating the Monthly Volume, the DS-0 Monthly Revenues
are the applicable Tariff Rate prior to discounts for the DS-0
circuits.
f. Sprint may charge Customer an expedite charge if Customer
requests that Private Line Service be turned up in 30 days or less from
the time it is ordered. Customer will also pay any additional charges
or fees imposed on Sprint by the LEC for provisioning access on an
expedited basis.
Proprietary Information
HIGHLY RESTRICTED
22
2. PROVISION OF SERVICE.
a. Sprint may limit or interrupt Private Line Services when
necessary because of conditions beyond its reasonable control and may
do so without notice if Sprint deems that such action is necessary to
protect the public or Sprint personnel, agents, suppliers, facilities,
or services from damages or injury of any kind.
b. Customer must complete Service Order forms ("Orders") to
request Private Line Service. Each Order will specify the number and
capacity of private line circuits that Customer is ordering. Orders
must be signed by Customer and submitted to Sprint. Orders are subject
to reasonable acceptance by Sprint within 5 business days of submission
of a complete and accurate Order. Acceptance of Orders for DS-3 or
higher capacity circuits is in Sprint's sole discretion and subject to
availability of facilities.
c. Customer's Order must specify the type of access ordered with
the Private Line Service being installed or renewed. If Sprint acts as
Customer's agent and orders access facilities connecting Customer's
facilities to Sprint Points of Presence (POPs) Customer must execute
the appropriate Service Orders and a Letter of Agency. Customer is
responsible for all usage charges, monthly charges, installation
charges, non-recurring charges, termination and cancellation charges of
the access provider. Customer must comply with all terms, procedures,
and charges for interfacing with Sprint's network.
3. MMC CONTRIBUTORY SERVICE. Only the IXC, POP-to-POP charges for Private
Line Service purchased under this Agreement contribute to meeting
Customer's MMC. MMC Contributory Service Usage Charges are calculated
after all available discounts and credits have been applied.
4. EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Private
Line Service before the expiration of the term for that Service,
Customer must pay a lump sum early service termination charge as
follows:
a. 100% of the monthly recurring IXC, POP-to-POP charges for each
month remaining in the first year of the Term for the terminated
Service, plus
b. 50% of the monthly recurring IXC, POP-to-POP charges for each
month remaining in the second and subsequent years of the Term for the
terminated Service; plus
c. 100% of remaining monthly recurring access line charges for
bandwidth of T-3 or greater as outlined in Section VII.A. of the
Agreement, plus
d. a pro-rata amount of any waived installation charges based on
the number of months remaining in the Term of the terminated Service.
The amounts in subsections (c) and (d) are due regardless of whether
Customer orders a replacement Private Line Service, except that they
will be waived if Customer orders a replacement Service at the same
Service location which uses the same access line as the terminated
Service, and the Order for the replacement Service complies with
Section VII.(B) of the Agreement.
Proprietary Information
HIGHLY RESTRICTED
23
ATTACHMENT PL-2 (a)
DS0 ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with private line point-to-point services under this Agreement
The formula for end-to-end pricing a circuit is: (Access end 1 + IXE POP to POP
charges + Access end 2).
As the formula implies, it is possible to have different access choices on each
end of a point-to-point circuit.
Monthly Recurring Charges Non-Recurring Charges
-------------------------------------------------- ----------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ --- --- ----------- ---------- ------------------
SPA $[*****] $[*****] N/A ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. ICB
----------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] N/A ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC N/A
L.L. ICB
If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
Proprietary Information
HIGHLY RESTRICTED
24
ATTACHMENT PL-2 (b)
DS1 ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with private line point-to-point services under this Agreement.
The formula for end-to-end pricing a circuit is: (Access end 1 + IXE POP to POP
charges + Access end 2).
As the formula implies, it is possible to have different access choices on each
end of a point-to-point circuit.
Monthly Recurring Charges Non-Recurring Charges
--------------------------------------------------------- -----------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ ----- ---- ----------- ---------- ------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC [*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------
If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.). When Sprint
provides the access, it is responsible for all line maintenance, including the
local loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access.
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
25
ATTACHMENT PL-2 (c)
DS3 ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with private line point-to-point services under this Agreement.
The formula for end-to-end pricing a circuit is: (Access end 1 + IXE POP to POP
charges + Access end 2).
As the formula implies, it is possible to have different access choices on each
end of a point-to-point circuit.
Monthly Recurring Charges Non-Recurring Charges
--------------------------------------------------------- ------------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ --- ---- --- ---- ----------- ---------- -----------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. ICB
----------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC ICB
L.L. ICB
----------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] N/A N/A N/A $[*****] $[*****]
----------------------------------------------------------------------------------------------------------------
If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
26
ATTACHMENT PL-1 (a)
DS0 PRICING
VOLUME BASED PLAN
1 Year Circuit Term 2 Year Circuit Term
-------------------------------- -------------------------------
Per DS0 Mile Fixed Per DS0 Mile Fixed
------------ ----- ------------ -----
$[*****] $[*****] $[*****] $[*****]
ACF and COC access and installation charges are listed on Attachment PL-2 (a).
Proprietary Information
HIGHLY RESTRICTED
27
ATTACHMENT PL-1 (b)
DS1 PRICING
MILEAGE BASED PLAN
Circuit Length 1 Year Circuit Term 2 Year Circuit Term
V&H Miles Per DS0 Mile Minimum Per DS0 Mile Minimum
-------------- ------------------------------- ---------------------------------
0-499 $[*****] $[*****] $[*****] $[*****]
500+ $[*****] N/A $[*****] N/A
ACF and COC access and installation charges are listed on Attachment PL-2 (b).
ACF and COC installation charges on Attachment PL-2 will be waived for two (2)
year and greater term circuits.
Proprietary Information
HIGHLY RESTRICTED
28
ATTACHMENT PL-1 (c)
DS3 PRICING
MILEAGE BASED PLAN
Circuit Length 1 Year Circuit Term 2 Year Circuit Term
V&H Miles Per DS0 Mile Minimum Per DS0 Mile Minimum
-------------- ------------ ------- ------------ -------
0-499 $[*****] $[*****] $[*****] $[*****]
500+ $[*****] N/A $[*****] N/A
ACF and COC access and installation charges are listed on Attachment PL-2 (c).
ACF and COC installation charges on Attachment PL-2 will be waived for two (2)
year and greater
Proprietary Information
HIGHLY RESTRICTED
29
ATTACHMENT ATM
TERMS AND CONDITIONS FOR
SPRINT WHOLESALE ATM SERVICE(SM)
Pricing Components for Domestic Sprint ATM Services
Domestic Sprint ATM Services are a high bandwidth fast packet switching
technology based on fixed length cells of 53 bytes. The following are the
primary pricing components of the standard Domestic Sprint ATM Services
offerings.
1. LOCAL ACCESS FACILITIES. Local access facilities means the physical
telco or leased line connecting customer's premise to the Sprint ATM
network. Local access facilities compatible with Sprint ATM Service
include T1, T3, and OC3c. Either Sprint or Customer may provide the
local access facilities. Charges for Sprint-provided local access
facilities include local access line charges, Access Coordination Fees
("ACF") , and Central Office Connection ("COC") fees. Charges for
customer-provided local access facilities include COC fees and Entrance
Facility Charges ("EFC"). Sprint will charge Customer a non-recurring
charge and a monthly recurring charge.
2. PORT. Port means the physical entrance to the Sprint ATM network.
Sprint will charge Customer a one-time installation charge and a fixed
monthly recurring charge for each ATM port. Sprint ATM Service port
bandwidths include Sprint DS1, NxDS1, DS3, and OC3.
3. PERMANENT VIRTUAL CIRCUIT ("PVC"). PVC means the pre-established
logical connection between two ATM ports for information transfer.
Sprint ATM PVCs carry traffic in one direction. The PVC service
categories are:
a. Constant Bit Rate ("CBR") PVCs are for steady traffic that is
sensitive to delay variation. For each CBR PVC, Customer will select
the PVC's Peak Cell Rate ("PCR") to define the maximum rate at which
user traffic will be allowed to traverse the Sprint ATM network.
b. Variable Bit Rate, Non-Real Time ("VBR-nrt") PVCs are for "bursty"
data traffic that is insensitive to small delay variation. For each
VBR-nrt PVC, customer will select the PVC's PCR to define the maximum
rate at which user traffic will be allowed to traverse the Sprint ATM
network, and the PVC's Sustainable Cell Rate ("SCR"). SCR means the
average rate of an end-to-end connection measured over a defined
interval.
c. Unspecified Bit Rate ("UBR") PVCs are for data traffic that is not
sensitive to delay variation. For UBR PVCs, a specific PCR and SCR are
not assigned and cells may be transmitted up to the port bandwidth
(less ATM overhead) if it is available. UBR PVCs are subject to
availability.
PCR and SCR, where applicable, are available in increments of 64 Kbps
and 1 Mbps. Customer may order multiple one-way PVCs per port, each
with a different PCR and SCR, subject to the port's allowable
bandwidth. The total PCRs associated with VBR-nrt PVCs will not exceed
500% of the Sprint ATM port bandwidth, and the total SCRs associated
with VBR-nrt PVCs will not exceed 200% of the Sprint ATM port
bandwidth. For all PVC service categories, Sprint will charge customer
a one time PVC establishment charge per PVC and PVC monthly recurring
charges. Monthly recurring PVC charges include either Usage Charges
based on the delivered traffic per month or fixed monthly recurring
charges based on the PVC's PCR or SCR and service category.
Proprietary Information
HIGHLY RESTRICTED
30
4. SWITCHED VIRTUAL CIRCUIT ("SVC"). Sprint offers UBR SVC service. For
SVCs, Sprint charges a usage charge per SVC based on the delivered
traffic per megacell per month. With SVC service, the calling party is
charged for the SVC usage originating from both the calling party and
the called party. There is not a non-recurring establishment charge for
SVCs.
5. GATEWAY AND SERVICE INTERWORKING CHARGES
a. Domestic Sprint ATM to Domestic Sprint Frame Relay Service
Interworking. Domestic Sprint ATM to Domestic Sprint Frame Relay
Service Interworking allows a customer's Domestic Sprint ATM Service to
communicate with its Domestic Sprint Frame Relay Service. Domestic
Sprint ATM to Domestic Sprint Frame Relay Service Interworking PVCs
carry traffic in both directions. Sprint will charge Customer a
one-time and a monthly recurring charge, based on the PVC's Peak Cell
Rate ("PCR"). Additional charges apply for the Domestic Sprint Frame
Relay to Domestic Sprint ATM Service Interworking PVCs.
b. Domestic Sprint ATM to Internet Gateway Service. Domestic Sprint ATM
to Internet Gateway Service provides Domestic Sprint ATM customers with
access to the Internet without investing in additional equipment or
technology. Customer may have at most one Gateway PVC. Internet Service
Providers ("ISPs") may not purchase Gateway services. Sprint will
charge Customer a one-time and a monthly recurring charge for the
Gateway service.
6. CUSTOMER PREMISE EQUIPMENT ("CPE"). Certain CPE may be used with Sprint
ATM Services. Customer may purchase (at a one-time price) or rent (at a
monthly recurring rental charge) CPE from Sprint with a Sprint CPE
Order form. Sprint must certify Customer-provided CPE.
7. USAGE CHARGES. Usage Charges are the variable recurring charges for use
of Sprint's interexchange communications network, determined by
Customer's amount of telecommunications services used. Unless expressly
stated in this Agreement, Usage Charges do not include taxes, interest,
surcharges, access line charges, access facilities charges, other
charges associated with access, fixed recurring charges, feature
charges, operator services charges, directory assistance charges,
installation charges, account charges, set up fees, report charges, and
other non-recurring charges.
8. MMC CONTRIBUTORY SERVICE. Only the monthly recurring port and PVC
charges for ATM Service purchased under this Agreement contribute to
meeting Customer's MMC. MMC Contributory Service Usage Charges are
calculated after all available discounts and credits have been applied.
9. EARLY SERVICE TERMINATION CHARGES. If Customer terminates any ATM
Service before the expiration of the term for that Service, Customer
must pay a lump sum early service termination charge as follows:
a. 100% of the monthly recurring port charges for each month remaining
in the first year of the Term for the terminated Service, plus
b. 50% of the monthly recurring port charges for each month remaining
in the second and subsequent years of the Term for the terminated
Service; plus
c. 100% of remaining monthly recurring access line charges for
bandwidth of T-3 or greater as outlined in Section VII.A. of the
Agreement, plus
Proprietary Information
HIGHLY RESTRICTED
31
d. a pro-rata amount of any waived access installation charges based on
the number of months remaining in the Term of the terminated Service.
The amounts in subsections (c) and (d) are due regardless of whether
Customer orders a replacement ATM Service, except that they will be
waived if Customer orders a replacement Service at the same Service
location which uses the same access line as the terminated Service, and
the Order for the replacement Service complies with Section VII.(B) of
the Agreement.
Proprietary Information
HIGHLY RESTRICTED
32
ATTACHMENT ATM-1
ATM CHARGES
ATM PORT PRICING
Monthly Recurring Monthly Recurring
Port Speed Charges - 1 year term Charges - 2 year term Non-recurring charges
---------- --------------------- --------------------- ---------------------
DS1 $[*****] $[*****] $[*****]
2xDS1 $[*****] $[*****] $[*****]
3xDS1 $[*****] $[*****] $[*****]
4xDS1 $[*****] $[*****] $[*****]
5xDS1 $[*****] $[*****] $[*****]
6xDS1 $[*****] $[*****] $[*****]
7xDS1 $[*****] $[*****] $[*****]
8xDS1 $[*****] $[*****] $[*****]
DS3 $[*****] $[*****] $[*****]
ATM Services require a minimum order term of 1 year.
Orders for DS3 and OC3 circuits may require a Special Customer Arrangement.
ATM PVC PRICING (FLAT RATE)
Per 64 Kbps SCR Per 1 Mbps SCR
Service Category (Less than 3 Mbps PVC) (At least 3 Mbps PVC)
--------------- --------------------- ---------------------
CBR $[*****] per 64 Kbps $[*****] per 1 Mbps
VBR-nrt $[*****] per 64 Kbps $[*****] per l Mbps
For PVCs with PCR less than 3 Mbps, Sprint will charge Customer in 64 Kbps
increments.
For PVCs with PCR greater than or equal to 3 Mbps, Sprint will charge Customer
in 1 Mbps increments.
Sprint Port Bandwidth Per UBR PVC
--------------------- -----------
DS1 $[*****]
2xDS1 $[*****]
3xDS1 $[*****]
4xDS1 $[*****]
5xDS1 $[*****]
6xDS1 $[*****]
7xDS1 $[*****]
8xDS1 $[*****]
DS3 $[*****]
Pricing is based on the lower of the originating or terminating port bandwidth
for each one-way ATM UBR PVC.
Sprint will charge Customer a $[*****] fixed PVC establishment charge
(non-recurring) for each one-way domestic ATM PVC installed during the term.
Proprietary Information
HIGHLY RESTRICTED
33
ATTACHMENT ATM-1
ATM CHARGES
Installation Promotion
Non-recurring port charges listed above for 1 year service terms will be
[*****]. Non-recurring port charges listed above for [*****] year service terms
will [*****].
If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.
Proprietary Information
HIGHLY RESTRICTED
34
ATTACHMENT ATM-2
ATM CHARGES
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access. For dedicated access services other than
T-1, the tariff charges apply.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
------------------------------------------- --------------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ ----- ---- ----------- ---------- --------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
---------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC 0.0
L.L. $[*****]
---------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
---------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
---------------------------------------------------------------------------------------------------
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
35
ATTACHMENT ATM-3
PROMOTIONAL ACCESS CHARGES
PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR [*****]. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required circuit term, Customer must repay to Sprint [*****].
Private Line services and SDS are [*****] for this promotional access pricing.
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
-------------------------------------------------------- -----------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ ----- ---- ----------- ---------- -----------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------
Promotional Monthly Recurring Local Loop Charges
------------------------------------------------
Tariff 8 List Price Promotional Price
------------------- ------------------
$[*****] Tariff 8 List Price
$[*****] $[*****]
$[*****] $[*****]
$[*****] Tariff 8 List Price
For dedicated access services other than T-1, the tariff charges [*****].
Proprietary Information
HIGHLY RESTRICTED
36
ATTACHMENT ATM-4
ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access. For dedicated access services other than
T-3, the tariff charges apply.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
--------------------------------------------------------- ---------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------- ------- ----- ---- ----------- ---------- -------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. ICB
-------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC ICB
L.L. ICB
-------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
-------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] N/A N/A N/A $[*****] $[*****]
-------------------------------------------------------------------------------------------------------------
If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
37
ATTACHMENT ATM-5
PROMOTIONAL T -3 ACCESS CHARGES
PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR [*****]. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required [*****] year circuit term, Customer must repay to
Sprint [*****]. T -3s installed for voice service, Private Line services and SDS
are [*****] for this promotional access pricing,
The following matrix illustrates the charges connected with four access choices
associated with dedicated T -3 access.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
--------------------------------------------------------- ---------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------- ------- ----- ---- ----------- ---------- -------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
-------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
-------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
-------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] N/A N/A N/A $[*****] $[*****]
-------------------------------------------------------------------------------------------------------------
Proprietary Information
HIGHLY RESTRICTED
38
ATTACHMENT FR
TERMS AND CONDITIONS FOR
SPRINT WHOLESALE FRAME RELAY SERVICE(SM)
The following additional terms and conditions apply to Sprint Wholesale Frame
Relay Service(sm) ("Frame Relay Service").
1. PRODUCT DESCRIPTION. Frame Relay Service is a fully
re-branded/re-billed product to enable resellers to sell a high-speed
communications technology that allows for data network
interoperability. Frame Relay Service is a high-performance,
cost-effective offering for connecting multiple Local Area Networks
("LANs") which leverages the reliability of Sprint's industry-leading
fiber-optic network. Frame Relay Service is currently available
throughout the United States where digital local access is available.
2. PRODUCT ELEMENTS. The product elements of Frame Relay Service include
physical access, access channel (port), and PVC's. The port speeds for
the Wholesale offering range from 56/64 Kbps to full T-1 (1536 Kbps).
The PVC CIR for the Wholesale offering range from 0 CIR to 1024 Kbps.
3. PRICE COMPONENTS. There are three primary components to the monthly
recurring pricing of domestic Wholesale Frame Relay: Local Access
Facilities (dedicated), Access Channels (Ports) and PVCs. Pricing for
Wholesale Frame Relay is stated on Attachments FR-1, FR-2 and FR-3.
a. Local Access Facilities must be obtained to access Wholesale Frame
Relay. Local Access Facility components and rates are pursuant to
Sprint Tariff F.C.C. No. 8. Both monthly recurring charges (MRC) and
non-recurring charges will apply.
b. Access Channel speed is selected to accommodate the various PVCs
that will use that particular access channel. Access Channel speeds
range from 56/64 Kbps to full T-1 (1.344/1.536 Mbps) and are available
in speeds as follows: N x 56/64 Kbps (where N = 1-12, 14, 16, 20, 24).
The access channel must be large enough to accommodate the cumulative
egress of all PVCs connected to that Access Channel. Monthly recurring
charges (MRC), non-recurring charges (NRC), and installation charges
per port will apply.
c. PVCs interconnect the customer's specific end-points on the
interexchange network. PVCs use packet-switching technology to
automatically route around network-related failures. PVCs are
pre-defined for each pair of end-point devices so a virtual network
path (circuit) is always available without any call set-up delay. This
results in faster access to the network, better response time for end
user applications, and a high degree of network security. Sprint's
standard PVC is Zero CIR; in cases where a Committed Information Rate
(CIR) is requested, these PVCs are referred to as Committed CIR.
Sprint's PVCs can be provisioned with a variety of CIRs from 0 to 1024
Kbps and are available in speeds as follows: 0, 16, 32, 48 Kbps and N x
64 Kbps (where N = 1-16). Monthly recurring charges (MRC),
non-recurring charges (NRC), and installation charges per PVC will
apply.
4. FRAME RELAY SWITCH DIVERSITY. Frame Relay Switch Diversity provides two
separate connections originating from the same router and terminating
on a separate Frame Relay switch in a different Technical Operating
Center ("TOC"). The primary and back-up FRAFs are terminated at the
same local exchange company and the same Sprint Point of Presence
("POP") (see Sprint Tariff F.C.C. No. 7 for a listing of POPs);
however, they are then routed to separate
Proprietary Information
HIGHLY RESTRICTED
39
Frame Relay switches located in separate TOCs. The Frame Relay Switch
Diversity service supports the same range of the access channel speeds
as the regular Frame Relay Service.
The pricing consists of two sets of Frame Relay Access Channels, two
sets of PVCs, along with a fixed monthly long haul routing charge for
the back-up Frame Relay Access Channel.
5. ORDERING. Customer must execute and maintain on file with Sprint the
Order For Data Communications Services for Wholesale Frame Relay
Service sites ordered pursuant to this Agreement.
6. MMC CONTRIBUTORY SERVICE. Only the monthly recurring port and PVC
charges for Frame Relay Service purchased under this Agreement
contribute to meeting Customer's MMC. MMC Contributory Service Usage
Charges are calculated after all available discounts and credits have
been applied.
7. EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Frame
Relay Service before the expiration of the term for that Service,
Customer must pay a lump sum early service termination charge as
follows:
a. 100% of the monthly recurring port and PVC charges for each month
remaining in the first year of the Term for the terminated Service,
plus
b. 50% of the monthly recurring port and PVC charges for each month
remaining in the second and subsequent years of the Term for the
terminated Service; plus
c. 100% of remaining monthly recurring access line charges for
bandwidth of T-3 or greater as outlined in Section VII.A. of the
Agreement, plus
d. a pro-rata amount of any waived installation charges based on the
number of months remaining in the Term of the terminated Service.
The amounts in subsections (c) and (d) are due regardless of whether
Customer orders a replacement Frame Relay Service, except that they
will be waived if Customer orders a replacement Service at the same
Service location which uses the same access line as the terminated
Service, and the Order for the replacement Service complies with
Section VII.(B) of the Agreement.
Proprietary Information
HIGHLY RESTRICTED
40
ATTACHMENT DEDICATED IP-1
DEDICATED IP CHARGES
Monthly Recurring Charges
-------------------------- Non-Recurring
Port Speed 1 Year Term 2 Year Term Charges
---------- ----------- ----------- -------------
56/64 $[*****] $[*****] $[*****]
128 $[*****] $[*****] $[*****]
256 $[*****] $[*****] $[*****]
384 $[*****] $[*****] $[*****]
512 $[*****] $[*****] $[*****]
640 $[*****] $[*****] $[*****]
768 $[*****] $[*****] $[*****]
T - 1 $[*****] $[*****] $[*****]
3M - Mmb $[*****] $[*****] $[*****]
4.5M - Mmb $[*****] $[*****] $[*****]
6M-Mmb $[*****] $[*****] $[*****]
7.5M - Mmb $[*****] $[*****] $[*****]
9M - Mmb $[*****] $[*****] $[*****]
6M FDS3 $[*****] $[*****] $[*****]
9M FDS3 $[*****] $[*****] $[*****]
12M FDS3 $[*****] $[*****] $[*****]
15M FDS3 $[*****] $[*****] $[*****]
18M FDS3 $[*****] $[*****] $[*****]
22M FDS3 $[*****] $[*****] $[*****]
25M FDS3 $[*****] $[*****] $[*****]
28M FDS3 $[*****] $[*****] $[*****]
31M FDS3 $[*****] $[*****] $[*****]
34M FDS3 $[*****] $[*****] $[*****]
DS3 $[*****] $[*****] $[*****]
INSTALLATION PROMOTION
Non-recurring port charges listed above for 1 year service terms will be
[*****]%. Non-recurring port charges listed above for 2 year
service terms will [*****].
If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.
Proprietary Information
HIGHLY RESTRICTED
41
ATTACHMENT DEDICATED IP
TERMS AND CONDITIONS FOR
SPRINT WHOLESALE DEDICATED INTERNET SERVICE(SM)
The following additional terms and conditions apply to Sprint Wholesale
Dedicated Internet Service(sm) ("Dedicated Internet Service"). If Customer is an
Internet Service Provider ("ISP"), the Terms and Conditions for Internet Service
Providers, attached hereto, will also apply to Sprint's provision and Customer's
use of Dedicated Internet Services.
1. PRODUCT DESCRIPTION. Dedicated Internet Service is a fully
re-branded/re-billed product to enable resellers to sell a data
Internet protocol (IP) product to customers.
The product utilizes router-based architecture to interface with
customer routers for the transmission of IP packets from source to
destination. Sprint maintains the necessary interfaces with all public
interexchange points of the Internet as well as additional private
peering points to other Network Service Providers as necessary to
manage operations and performance. Since the Internet is a network of
multiple networks, performance cannot be guaranteed.
2. PRODUCT ELEMENTS. The product elements of Dedicated Internet Service
include physical access, a port, Primary DNS function, and Secondary
DNS functions. The port speeds for the Wholesale offering range from
56/64 Kbps to full OC-12.
3. PRICING COMPONENTS.
The price components of Dedicated Internet Service are listed below.
Dedicated Internet Service are in Attachments IP-1, IP-2, IP-3 and
IP-4.
LEC Access:
Pursuant to Sprint F.C.C Xxxxxx Xx.0 or Special Customer
Arrangement Both Monthly Recurring Charge (MRC) and
Non-Recurring Charge (NRC) will apply.
Port:
56/64 Kbps, N x 64 Kbps (N = 2, 4, 6, 8, 10, 12, 24) and DS3.
Both Monthly Recurring Charge (MRC) and Non-Recurring Charge
(NRC) per port will apply.
Value Added Features:
Primary Domain Name Service (DNS)
-$[*****] Monthly Recurring Charge per Primary Domain Name)
Secondary Domain Name Service (DNS)
-No Charge for up to 50 zones
-Additional zones may be available on a case-by-case basis,
subject to approval by Sprint
-Monthly Recurring Charge (MRC) to be determined
Access Diversity
-May be available on a case-by-case basis, subject to approval
by Sprint
-Charges are to be determined
Proprietary Information
HIGHLY RESTRICTED
42
4. MMC CONTRIBUTORY SERVICE. Only the monthly recurring port charges for
Dedicated Internet Service purchased under this Agreement contribute to
meeting Customer's MMC. MMC Contributory Service Usage Charges are
calculated after all available discounts and credits have been applied.
5. EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Dedicated
Internet Service before the expiration of the term for that Service,
Customer must pay a lump sum early service termination charge as
follows:
a. [*****]% of the monthly recurring port charges for each month
remaining in the first year of the Term for the terminated Service,
plus
b. [*****]% of the monthly recurring port charges for each month
remaining in the second and subsequent years of the Term for the
terminated Service; plus
c. [*****]% of remaining monthly recurring access line charges for
bandwidth of T-3 or greater as outlined in Section VII.A of the
Agreement, plus
d. [*****] of any waived access installation charges based on the
number of months remaining in the Term of the terminated Service.
The amounts in subsections (c) and (d) are due regardless of whether
Customer orders a replacement Dedicated Internet Service, except that
they will be waived if Customer orders a replacement Service at the
same Service location which uses the same access line as the terminated
Service, and the Order for the replacement Service complies with
Section VII.(B) of the Agreement.
6. ADDITIONAL CUSTOMER REPRESENTATIONS AND WARRANTIES.
Customer may not abuse or fraudulently use Dedicated Internet Service,
or permit or assist others to do so. Prohibited conduct includes, but
is not limited to, the following (or any attempt to do the following):
a. Obtaining Service by any means or device with intent to avoid
payment; or
b. Obtaining unauthorized access to, or altering or destroying any
information of another Sprint customer by any means or device; or
c. Using the Service so as to interfere with the use of the Sprint
network by other customers or authorized users, or in violation of the
law or in aid of any unlawful act; or
d. Using the Service in a manner which, in the sole opinion of Sprint,
is not in accordance with generally accepted rules of Internet conduct
as adopted and modified by Sprint.
Proprietary Information
HIGHLY RESTRICTED
43
ATTACHMENT FR -1(a)
FRAME RELAY CHARGES
ACCESS CHANNELS (PORTS) CHARGE
MONTHLY RECURRING CHARGES
Non-Recurring
Port Speed 1 Year 2 Year Charges
---------- ------ ------ -------------
56/64 $[*****] $[*****] $[*****]
128 $[*****] $[*****] $[*****]
256 $[*****] $[*****] $[*****]
512 $[*****] $[*****] $[*****]
1536 $[*****] $[*****] $[*****]
DS3 (45M) $[*****] $[*****] $[*****]
LAN PVC CHARGES
MONTHLY RECURRING CHARGES
Non-Recurring
PVC CIR(kbps) 1 Year 2 Year Charges
------------- ------ ------ -------------
0 $[*****] $[*****] $[*****]
Proprietary Information
HIGHLY RESTRICTED
44
ATTACHMENT FR -1(b)
FRAME RELAY CHARGES
FRAME RELAY SWITCH DIVERSITY CHARGES
* The following charges from the table below is in addition to the charges for
access channels and PVCs above.
Long Haul Monthly Routing Charge
Diversity 56/65 $[*****]
Diversity FT1 $[*****]
Diversity T1 $[*****]
INSTALLATION PROMOTION
Non-recurring port and PVC charges listed on FR-1(a) for 1 year service terms
will be [*****]. Non-recurring port and PVC charges listed on
FR-l(a) for 2 and 3 year service terms will [*****].
If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.
Proprietary Information
HIGHLY RESTRICTED
45
ATTACHMENT FR - 2
ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access. For dedicated access services other than
T-1, the tariff charges apply.
It is possible to have different access choices on each individual circuit.
WHEN T-1 ACCESS IS PROVISIONED IT MUST BE PROVISIONED WITH A 128K OR GREATER
PORT.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- --------------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ ----- ---- ----------- ---------- ---------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------------
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (LL.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance
Proprietary Information
HIGHLY RESTRICTED
46
ATTACHMENT FR - 3
PROMOTIONAL ACCESS CHARGES
PRICING APPLICABLE ONLY FOR ONE (1) YEAR CIRCUIT TERM OR GREATER T-1S INSTALLED
BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003. If Customer disconnects any
circuit receiving this promotional access pricing prior to the conclusion of the
required one (1) year circuit term, Customer must repay to Sprint a pro-rata
portion of all waived installation charges based upon the number of months
remaining in the required one (1) year circuit term. T-1s installed for voice
service, Private Line services and SOS are NOT eligible for this promotional
access pricing.
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access.
It is possible to have different access choices on each individual circuit.
WHEN T-1 ACCESS IS PROVISIONED IT MUST BE PROVISIONED WITH A 128K OR GREATER
PORT.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- ------------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------- ------ ------ ----- ---- ----------- ---------- -------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------------
Promotional Monthly Recurring Local Loop Charges
------------------------------------------------
Tariff 8 List Price Promotional Price
------------------- -------------------
$[*****] Tariff 8 List Price
$[*****] $[*****]
$[*****] $[*****]
$[*****] Tariff 8 List Price
For dedicated access services other than T-1, the tariff charges apply, except
as noted below.
PRICING APPLICABLE ONLY FOR ONE (1) YEAR CIRCUIT TERM OR GREATER 56/64 KBPS DAL
INSTALLED BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required one (1) year circuit term, Customer must repay to
Sprint a pro-rata portion of all waived installation charges based upon the
number of months remaining in the required one (1) year circuit term. 56/64 Kbps
DAL installed for voice service, Private Line services and SDS are NOT eligible
for this promotional access pricing.
Promotional Monthly Recurring Local Loop Charges
-----------------------------------------------------
Tariff 8 List Price Promotional Price
------------------- -------------------
$[*****] Tariff 8 List Price
$[*****] $[*****]
$[*****] Tariff 8 List Price
Proprietary Information
HIGHLY RESTRICTED
47
ATTACHMENT FR - 4
ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access. For dedicated access services other than
T-3, the tariff charges apply.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- ------------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------- ------- ----- ---- ----------- ---------- -------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. ICB
--------------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC ICB
L.L. ICB
--------------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] N/A N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------------
If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and request to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customers premises to Sprint's Serving Wire Center.
CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
48
ATTACHMENT FR - 5
PROMOTIONAL ACCESS CHARGES
PRICING APPLICABLE ONLY FOR TWO (2) YEAR CIRCUIT TERM OR GREATER T-3S INSTALLED
BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003. If Customer disconnects any
circuit receiving this promotional access pricing prior to the conclusion of the
required two (2) year circuit term, Customer must repay to Sprint a pro-rata
portion of all waived installation charges based upon the number of months
remaining in the required two (2) year circuit term. T-3s installed for voice
service, Private Line services and SDS are NOT eligible for this promotion
access pricing.
The following matrix illustrates the charges connected with four access choices
associated with dedicated T -3 access.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- ---------------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------- ------- ----- ---- ----------- ---------- -------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
---------------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
---------------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] N/A N/A N/A $[*****] $[*****]
---------------------------------------------------------------------------------------------------------------------
Proprietary Information
HIGHLY RESTRICTED
49
ATTACHMENT DEDICATED IP
TERMS AND CONDITIONS FOR
SPRINT WHOLESALE DEDICATED INTERNET SERVICE(SM)
The following additional terms and conditions apply to Sprint Wholesale
Dedicated Internet Service(sm) ("Dedicated Internet Service"). If Customer is an
Internet Service Provider ("ISP"), the Terms and Conditions for Internet Service
Providers, attached hereto, will also apply to Sprint's provision and Customer's
use of Dedicated Internet Services.
1. PRODUCT DESCRIPTION. Dedicated Internet Service is a fully
re-branded/re-billed product to enable resellers to sell a data
Internet protocol (IP) product to customers.
The product utilizes router-based architecture to interface with
customer routers for the transmission of IP packets from source to
destination. Sprint maintains the necessary interfaces with all public
interexchange points of the Internet as well as additional private
peering points to other Network Service Providers as necessary to
manage operations and performance. Since the Internet is a network of
multiple networks, performance cannot be guaranteed.
2. PRODUCT ELEMENTS. The product elements of Dedicated Internet Service
include physical access, a port, Primary DNS function, and Secondary
DNS functions. The port speeds for the Wholesale offering range from
56/64 Kbps to full OC-12.
3. PRICING COMPONENTS.
The price components of Dedicated Internet Service are listed below.
Prices for Dedicated Internet Service are in Attachments IP-1, IP-2,
IP-3 and IP-4.
LEC Access:
Pursuant to Sprint F.C.C. Tariff No. 8 or Special Customer
Arrangement Both Monthly Recurring Charge (MRC) and
Non-Recurring Charge (NRC) will apply.
Port:
56/64 Kbps. N x 64 Kbps (N = 2, 4, 6, 8, 10, 12, 24) and DS3.
Both Monthly Recurring Charge (MRC) and Non-Recurring Charge
(NRC) per port will apply.
Value Added Features:
Primary Domain Name Service (DNS)
-$100 Monthly Recurring Charge per Primary Domain Name)
Secondary Domain Name Service (DNS)
-No Charge for up to 50 zones
-Additional zones may be available on a case-by-case basis,
subject to approval by Sprint
-Monthly Recurring Charge (MRC) to be determined
Access Diversity
-May be available on a case-by-case basis, subject to approval
by Sprint
-Charges are to be determined
Proprietary Information
HIGHLY RESTRICTED
50
4. MMC CONTRIBUTORY SERVICE. Only the monthly recurring port charges for
Dedicated Internet Service purchased under this Agreement contribute to
meeting Customer's MMC. MMC Contributory Service Usage Charges are
calculated after all available discounts and credits have been applied.
5. EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Dedicated
Internet Service before the expiration of the term for that Service,
Customer must pay a lump sum early service termination charge as
follows:
a. 100% of the monthly recurring port charges for each month remaining
in the first year of the Term for the terminated Service, plus
b. 50% of the monthly recurring port charges for each month remaining
in the second and subsequent years of the Term for the terminated
Service; plus
c. 100% of remaining monthly recurring access line charges for
bandwidth of T-3 or greater as outlined in Section VII.A. of the
Agreement, plus
d. a pro-rata amount of any waived access installation charges based on
the number of months remaining in the Term of the terminated Service.
The amounts in subsections (c) and (d) are due regardless of whether
Customer orders a replacement Dedicated Internet Service, except that
they will be waived if Customer orders a replacement Service at the
same Service location which uses the same access line as the terminated
Service, and the Order for the replacement Service complies with
Section VII.(B) of the Agreement.
6. ADDITIONAL CUSTOMER REPRESENTATIONS AND WARRANTIES.
Customer may not abuse or fraudulently use Dedicated Internet Service,
or permit or assist others to do so. Prohibited conduct includes, but
is not limited to, the following (or any attempt to do the following):
a. Obtaining Service by any means or device with intent to avoid
payment; or
b. Obtaining unauthorized access to, or altering or destroying any
information of another Sprint customer by any means or device; or
c. Using the Service so as to interfere with the use of the Sprint
network by other customers or authorized users, or in violation of the
law or in aid of any unlawful act; or
d. Using the Service in a manner which, in the sale opinion of Sprint,
is not in accordance with generally accepted rules of internet conduct
as adopted and modified by Sprint.
Proprietary Information
HIGHLY RESTRICTED
51
ATTACHMENT DEDICATED IP-1
DEDICATED IP CHARGES
Monthly Recurring Charges Non-Recurring
Port Speed 1 Year Term 2 Year Term Charges
---------- ----------- ----------- -------------
56/64 $[*****] $[*****] $[*****]
128 $[*****] $[*****] $[*****]
256 $[*****] $[*****] $[*****]
384 $[*****] $[*****] $[*****]
512 $[*****] $[*****] $[*****]
640 $[*****] $[*****] $[*****]
768 $[*****] $[*****] $[*****]
T - 1 $[*****] $[*****] $[*****]
3M - Mmb $[*****] $[*****] $[*****]
4.5M - Mmb $[*****] $[*****] $[*****]
6M-Mmb $[*****] $[*****] $[*****]
7.5M - Mmb $[*****] $[*****] $[*****]
9M - Mmb $[*****] $[*****] $[*****]
6M FDS3 $[*****] $[*****] $[*****]
9M FDS3 $[*****] $[*****] $[*****]
12M FDS3 $[*****] $[*****] $[*****]
15M FDS3 $[*****] $[*****] $[*****]
18M FDS3 $[*****] $[*****] $[*****]
22M FDS3 $[*****] $[*****] $[*****]
25M FDS3 $[*****] $[*****] $[*****]
28M FDS3 $[*****] $[*****] $[*****]
31M FDS3 $[*****] $[*****] $[*****]
34M FDS3 $[*****] $[*****] $[*****]
DS3 $[*****] $[*****] $[*****]
INSTALLATION PROMOTION
Non-recurring port charges listed above for 1 year service terms will be
[*****]. Non-recurring port charges listed above for 2 year service
terms will [*****].
If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.
Proprietary Information
HIGHLY RESTRICTED
52
ATTACHMENT DEDICATED IP-2
ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access. For dedicated access services other than
T-1, the tariff charges apply.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- -----------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ ----- ---- ----------- ---------- ---------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
----------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
----------------------------------------------------------------------------------------------------------------
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
53
ATTACHMENT DEDICATED IP-3
PROMOTIONAL ACCESS CHARGES
PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR GREATER [*****]. If
Customer disconnects any circuit receiving this promotional access pricing prior
to the conclusion of the required [*****] year circuit term, Customer must repay
to Sprint [*****]. T-1s installed for voice service, Private Line services, T-1
Burstable IP Ports and SDS are [*****] for this promotional access pricing.
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
------------------------------------------------------------- -----------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------ ------ ----- --------- ----------- ---------- -------------------
SPA $[*****] $[*****] $[*****] See below $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
-----------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB See below $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
-----------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
-----------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
-----------------------------------------------------------------------------------------------------------------
Promotional Monthly Recurring Local Loop Charges
----------------------------------------------------
Schedule 8 List Price Promotional Price
--------------------- -----------------
$ [*****] Schedule 8 List Price
$ [*****] $[*****]
$ [*****] $[*****]
$ [*****] Schedule 8 List Price
For dedicated access services other than T-1, the Schedule charges apply, except
as noted below.
PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR GREATER 56/64 KBPS DAL
INSTALLED BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003.
If Customer disconnects any circuit receiving this promotional access pricing
prior to the conclusion of the required [*****] year circuit term, Customer must
repay to Sprint [*****]. 56/64 Kbps DAL installed for voice service, Private
Line services and SDS are [*****] for this promotional access pricing.
Promotional Monthly Recurring Local Loop Charges
-----------------------------------------------------
Schedule 8 List Price Promotional Price
--------------------- -----------------
$ [*****] Schedule 8 List Price
$ [*****] $[*****]
$ [*****] Schedule 8 List Price
Proprietary Information
HIGHLY RESTRICTED
54
ATTACHMENT DEDICATED IP-4
ACCESS CHARGES
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access. For dedicated access services other than
T-3, the tariff charges apply.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- ----------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------- ------- ----- ---- ----------- ---------- ------------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. ICB
----------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC ICB
L.L. ICB
----------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] N/A N/A N/A $[*****] $[*****]
----------------------------------------------------------------------------------------------------------------
If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the xxxx be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.
CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.
CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
Proprietary Information
HIGHLY RESTRICTED
55
ATTACHMENT IP-5
PROMOTIONAL T -3 ACCESS CHARGES
PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR [*****]. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required [*****] year circuit term, Customer must repay to
Sprint [*****]. T-3s installed for voice service, Private Line services and SOS
are [*****] for this promotional access pricing.
The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access.
It is possible to have different access choices on each individual circuit.
Monthly Recurring Charges Non-Recurring Charges
----------------------------------------------------------- ---------------------------------------------
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
------ ------- ------- ------ ---- ----------- ---------- -----------------
SPA $[*****] $[*****] $[*****] ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------
SCVBA $[*****] $[*****] ICB ICB $[*****] $[*****] COC $[*****]
ACF $[*****]
EFC $[*****]
L.L. $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-SWC $[*****] $[*****] ICB N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-POP $[*****] $[*****] $[*****] N/A N/A $[*****] $[*****]
--------------------------------------------------------------------------------------------------------------
Proprietary Information
HIGHLY RESTRICTED
56
