Exhibit 10.18
Broadwing [LOGO] Broadwing Contract No. 10029
MASTER SERVICE AGREEMENT
This Agreement for telecommunications services is made and entered into by and
between Broadwing Communications Services Inc., a Delaware corporation with its
principal place of business at 0000 Xxxxxxx xx Xxxxx Xxx. Xxxxx, Xxxxxx, Xxxxx
00000-0000 ("Supplier"), and Universal Access, Inc., a Delaware corporation with
its principal place of business at 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000-0000 ("Customer").
For purposes of this Agreement, the rates, terms and conditions set forth herein
shall become effective July 1, 2000 (the "Effective Date").
WHEREAS, Customer desires to obtain telecommunications services as described
below (the "Service") from Supplier, and Supplier is willing to provide the
Service for the rates attached hereto.
NOW, THEREFORE, Customer and Supplier hereby mutually agree as follows:
CREDIT REQUIREMENTS:
Letter of Credit. Customer has previously established with Supplier the
sum of four hundred thousand dollars ($400,000.00) (the "Letter of Credit") as
security for the full and faithful performance of Customer of the terms,
conditions and covenants of this Agreement. If at any time during the term of
the Agreement, Customer defaults in the payment of any Usage Charges, or any
other amounts payable by Customer to Supplier hereunder, then Supplier may
appropriate and apply any portion of the Letter of Credit reasonably necessary
to remedy any such default. If during the term of the Agreement, Supplier so
applies all or any portion of the Letter of Credit, then Customer shall restore
the amount of the Letter of Credit so applied by Supplier on or before the next
due payment of Usage Charges under this Agreement. If, however, usage for
Services during any month provided by Supplier exceed the Letter of Credit, at
the request of Supplier, Customer shall within five (5) days (i) provide an
additional Letter of Credit and/or a cash deposit; or (ii) other form of
security satisfactory to Supplier which in either case, shall be in an amount
equal to the amount by which the invoice for such month exceeds the amount of
the Letter of Credit held by Supplier.
Release of Letter of Credit. Notwithstanding anything to the contrary
herein at any time during the term of the Agreement, Supplier shall release the
Letter of Credit to Customer, in consideration of Customer's undertaking of any
of the following actions: (i) obtaining for the benefit of Supplier a cash
deposit securing the prompt payment, when due, of the estimated Usage Charges
and other amounts due and payable by Customer to Supplier hereunder during any
given two-month period; (ii) (a) granting to Supplier a continuing, floating,
first priority security interest and lien in and to the Collateral (as defined
below) on the terms and subject to the conditions of a security agreement in
form and substance reasonably satisfactory to Supplier; and (iii) directing all
of Customer's End-Users to deposit any money owed by such End-Users to Customer
directly into a lockbox account at Supplier's bank for the benefit of Supplier,
and authorize Supplier's bank to make automatic clearing house fund transfers
from such lockbox account to the account of Supplier in amounts initially agreed
to by Customer and Supplier, on the terms and subject to the conditions of an
escrow agreement in form and substance reasonably satisfactory to Supplier.
Customer shall execute from time to time such additional instruments as
may be reasonably required by Supplier to preserve and perfect any security
interest created hereunder. For purposes of this subparagraph (ii), the term
"Collateral" shall mean all of the following assets of Customer, now or
hereafter existing, wherever located, and all additions, substitutions,
proceeds, products, offsprings, rents and profits thereof: all accounts
receivable, all customer lists, mailing lists, customer information and customer
data bases, including, without limitation, any and all tangible assets embodying
any or all of the foregoing information, and any and all computer software or
printouts embodying any or all of the foregoing information.
Supplier agrees to provide and Customer agrees to purchase Service(s) indicated
below. A Service Supplement for each Service Type checked is attached hereto and
incorporated herein. All Services ordered under this Agreement are subject to
credit approval.
Service Type:
Switched Service: Broadband Service:
_______________ Xclusive _______________ ATM
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Broadwing Xxxxxxxx Xx. 00000
_______________ Xnet LATA _______________ Frame Relay
_______________ Xnet LEx _______________ Virtual Private Line
_______________ Network Management Services (NNI)
IXPlus Service: _______________ Training
_______________ Retail Billing
_______________ Back Office Internet Service:
_______________ Internet Service Provider
Private Line Service: _______________ Telecommunications Provider
_______X_______ Digital / Optical _______________ Data Collocation & Bandwidth
Customer Interface: Customer Premise Equipment:
_______________ Rack Space & Power _______________ CPE Services
(Collocation)
This Agreement, including any terms and conditions, addenda, schedules, riders,
supplements or exhibits which are attached hereto and incorporated herein,
constitutes the entire agreement (the "Agreement") by Supplier and Customer
pertaining to the subject matter(s) hereof and supersedes all prior and
contemporaneous agreements and understandings in connection herewith.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last
written below.
Broadwing Communications Services Inc. Universal Access, Inc.
By: /s/ Xxxxxxx Xxx By: /s/ R.E. Xxxxxxx
----------------------------------- ---------------------------------
Name: Xxxxxxx Xxx Name: R.E. Xxxxxxx
--------------------------------- -------------------------------
Title: President, Broadband Svcs. Title: C.O.O.
-------------------------------- ------------------------------
Date: 6/23/00 Date: 6-13-00
--------------------------------- -------------------------------
Full Business Address: Full Business Address:
0000 Xxxxxxx xx Xxxxx Xxx. Xxxxx 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000 Xxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Billing Contact: Accounts Payable
Telephone: (000) 000-0000
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Broadwing Master Service Agreement
Terms & Conditions
1. Payment Terms. Invoices for Services are due and payable in U.S. dollars
within thirty (30) days of Customer's receipt of invoice (unless otherwise
indicated in the Credit Requirements Supplement), without demand or set
off by Customer. Payments not received within thirty (30) days of
Customer's receipt of invoice are considered past due. In addition to
Supplier undertaking any of the actions set forth in this Agreement, if
any invoice is not paid when due: (i) a late charge shall accrue equal to
1-1/2% (or the maximum legal rate, if less) of the unpaid balance per
month; (ii) Supplier may require a Security Deposit or other forms of
security acceptable to Supplier; and/or (iii) Supplier may take any action
in connection with any other right or remedy Supplier may have under this
Agreement in law or in equity.
2. Billing Disputes. If Customer in good faith disputes any portion of any
Supplier invoice, Customer shall submit to Supplier, within thirty (30)
days following Customer's receipt of the invoice full payment of the
undisputed portion of the invoice and written notice identifying the
disputed amount. If Customer does not submit to Supplier written
documentation substantiating a dispute within one hundred eighty (180)
days following Customer's receipt of an invoice, Customer shall have
waived its dispute rights for that invoice. If Supplier fails to xxxx
Customer for Services within one hundred eighty (180) days following date
Customer was to have received invoice for said Services, and provided that
Customer has submitted appropriate information to initiate billing,
Supplier shall have waived its right to invoice for those Services.
Supplier and Customer agree to use their respective best efforts to
resolve any dispute within thirty (30) days after Supplier receives
written notice of the dispute from Customer. Any disputed amounts resolved
in favor of Customer shall be credited to Customer's account on the next
invoice following resolution of the dispute. Any disputed amounts
determined to be payable to Supplier shall be due within ten (10) days of
the resolution of the dispute.
Any dispute arising out of or relating to this Agreement which has not
been resolved by the good faith efforts of the parties will be settled by
binding arbitration conducted expeditiously in accordance with Section 14.
3. Additional Assurances. If at any time during the term of this Agreement
there is a material and adverse change in Customer's financial condition
or business prospects, which shall be determined by Supplier in its sole
and absolute discretion, then Supplier may demand that Customer deposit
with Supplier a security deposit or increase the amount of deposit (the
"Security Deposit"), as the case may be, pursuant to Supplier's standard
terms and conditions, as security for the full and faithful performance of
Customer of the terms, conditions and covenants of this Agreement;
provided, however, that in no event shall the amount of the Security
Deposit ever exceed two (2) months' estimated Usage Charges and other
amounts payable by Customer to Supplier hereunder.
4. Certification. Each party hereto hereby represents and warrants that it is
certified to do business in all jurisdictions in which it conducts
business and is in good standing in all such jurisdictions. Each party
further represents and warrants that it is certified by the proper
regulatory agencies to provide interstate, intrastate and international
long distance services to End-Users in those jurisdictions where such
services are to be provided. Each party shall keep current during the term
of this Agreement, copies of its Certificates of Public Convenience and
Necessity or similar documents certifying interstate, intrastate, or
international operating authority in any local, state, or federal
jurisdiction (collectively, "Service Compliance Certificates") and furnish
copies thereof within ten (10) days of written request by the other
party.Supplier reserves the right to refuse or withhold Service in any
jurisdiction in which Customer's Service Compliance Certificate has not
been furnished to Supplier in a timely manner. Each party shall defend and
indemnify the other party from any losses, expenses, demands and claims in
connection with failure to provide such Service Compliance Certificates.
Such indemnification includes costs and expenses (including reasonable
attorney's fees) incurred by a party in settling, defending or appealing
any claims or actions brought against it relating to failure to provide
such Service Compliance Certificates.
5. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the validity and performance hereof, shall be
governed by the laws of the State of New York without regard to its
principles of choice of law.
6. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given as of the date of
delivery or confirmed facsimile transmission. If mailed, notice shall be
sent first class postage prepaid, certified or registered mail, return
receipt requested and becomes effective upon confirmed delivery. Notices
will be delivered or sent to the parties' respective addresses set forth
on the signature page of this Agreement to the attention of the following
persons:
If to Supplier:
Attention: Contract Administration
If to Customer:
Attention: /s/ General Counsel
-------------------------------
7. Waiver of Breach or Violation not Deemed Continuing. The waiver by either
party of a breach or violation of any provision of this Agreement shall
not operate as or be construed to be a waiver of any subsequent breach
hereof.
8. Bankruptcy. In the event of the bankruptcy or insolvency of either party
hereto or if either party hereto shall make an assignment for the benefit
of creditors or take advantage of any act or law for relief of debtors,
the other party to this Agreement shall have the right to terminate this
Agreement without further obligation or liability on its part.
9. Business Relationship. This Agreement shall not create
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Broadwing Contract No. 10029 Terms & Conditions, Page 1
any agency, employment, joint venture, partnership, representation, or
fiduciary relationship between the parties. Neither party shall have the
authority to, nor shall any party attempt to, create any obligation on
behalf of the other party.
10. Indemnity.
A. Each party shall indemnify, defend, release and hold harmless the other
party and all of its officers, agents, directors, shareholders,
subcontractors, subsidiaries, employees and other affiliates (collectively
"Affiliates") from and against any action, claim, court cost, damage,
demand, expense, liability, loss, penalty, proceeding or suit,
(collectively, together with related attorneys' fees; including costs and
disbursements, "Claims") imposed upon either party by reason of damages to
property or injuries, including death, as a result of an intentional or a
negligent act or omission on the part of the indemnifying party or any of
its Affiliates in connection with: (i) the performance of this Agreement;
or (ii) other activities relating to the property or facilities which are
the subject of this Agreement, whether or not the Claims result from a
sole negligent act or omission on the part of the indemnifying party,
whether the Claims result from the concurrent negligent act or omission on
the part of both parties, or whether the Claims result from the negligent
act or omission of the indemnifying party and some other third party. In
the event a Claim relates to the negligence of both parties, the relative
burden of the Claim shall be attributed equitably between the parties in
accordance with the principles of comparative negligence.
B. In the event any action shall be brought against the indemnified party,
such party shall immediately notify the indemnifying party in writing, and
the indemnifying party, upon the request of the indemnified party, shall
assume the defense thereof on behalf of the indemnified party and its
Affiliates and shall pay all expenses and satisfy all judgments which may
be incurred by or rendered against the indemnified party or its Affiliates
in connection therewith, provided that the indemnified party shall not be
liable for any settlement of any such action effected without its written
consent.
C. Notwithstanding the termination of this Agreement for any reason, this
Section 10 shall survive such termination.
11. Insurance. Throughout the term of this Agreement and any extension
thereof, each party shall maintain and, upon written request, shall
provide to the other proof of adequate comprehensive general liability
insurance with a limit of not less than $1,000,000 per occurrence for
bodily injury liability and property damage liability, including coverage
extensions for blanket contractual liability, personal injury liability
and products and completed operations liability.
12. Authorized Use of Supplier Name. Without Supplier's prior written consent,
Customer shall not: (i) refer to itself as an authorized representative of
Supplier in promotional, advertising or other materials; or (ii) use
Supplier's logos, trade marks, service marks, carrier identification codes
(CICs) or any variations thereof in any of its promotional, advertising or
other materials or in any activity using or displaying Supplier's name or
the Services to be provided by Supplier. Customer agrees to change or
correct, at Customer's expense, any such material or activity which
Supplier, in its sole judgment, determines to be inaccurate, misleading or
otherwise objectionable in relation to using or marketing Supplier's
services. Customer is explicitly authorized to only use the following
statements in its sales literature: (i) "Customer utilizes the Supplier's
network"; (ii) "Customer utilizes Supplier's facilities"; (iii) "Supplier
provides only the network facilities"; and (iv) "Supplier is our network
services provider."
13. Assignment. Neither party hereto may assign this Agreement without the
express written consent of the other party hereto, which consent shall not
be unreasonably withheld. Notwithstanding anything to contrary herein,
none of the following, or any changes, assignments or transfers resulting
from the following, shall require either party's prior written consent,
the payment by either party of any fees or charges of any kind not
otherwise specified in this Agreement, or give rise to any right of either
party to terminate the Agreement or cancel Services: (i) a transfer by
either party of its interest in this Agreement to a person or entity
controlling, controlled by or under common control with the affected
party; (ii) a transfer of or change in the ownership interest of either
party provided that the new ownership interest continues to operate the
business of the affected party in the same manner; (iii) a transaction in
which either party becomes an entity whose shares of stock or other
ownership interests are, directly or indirectly, sold on a national stock
exchange, and in the even the foregoing transaction has occurred, any
subsequent sale of ownership interests or issuance of new ownership
interest, directly or indirectly, in the affected party; and/or (iv) the
merger, consolidation or amalgamation of either party with a third party,
or the sale of all, or substantially all, of the assets used by either
party in the conduct of its business.
Notwithstanding the foregoing: (i) a security interest in this Agreement
may be granted by Supplier to any lender to secure borrowings by Supplier
or any of its Affiliates (herein defined as any entity controlled by, in
control of, or under common control with the assigning party hereunder);
(ii) either party may assign all its rights and obligations hereunder to
any Affiliate; and (iii) any subsidiary of Supplier may assign any amounts
due from Customer under any Supplement to Supplier for billing purposes.
14. Binding Arbitration. The parties will attempt in good faith to resolve any
controversy or claim arising out of or relating to this Agreement promptly
through discussions between themselves at the operational level. In the
event a resolution cannot be reached, such controversy or claim shall be
negotiated between appointed counsel or senior executives of the parties
who have authority to settle the controversy.
The disputing party shall give the other party written notice of the
dispute. If the parties fail to resolve such controversy or claim within
thirty (30) days of the disputing party's notice, notwithstanding the
foregoing, either party may seek arbitration as set forth below.
Any controversy or claim arising out of or relating to this Agreement, or
a breach of this Agreement, shall be finally
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Broadwing Contract No. 10029 Terms & Conditions, Page 2
settled by arbitration in Austin, Texas and shall be resolved under the
laws of the State of New York. The arbitration shall be conducted before a
single arbitrator in accordance with the commercial rules and practices of
the American Arbitration Association then in effect.
The arbitrator shall have the power to order specific performance if
requested. Any award, order, or judgment pursuant to such arbitration
shall be deemed final and binding and may be enforced in any court of
competent jurisdiction. The parties agree that the arbitrator shall have
no power or authority to make awards or issue orders of any kind except as
expressly permitted by this Agreement, and in no event shall the
arbitrator have the authority to make any award that provides for punitive
or exemplary damages. All such arbitration proceedings shall be conducted
on a confidential basis. The arbitrator may, as part of the arbitration
award, permit the substantially prevailing party to recover all or part of
its attorney's fees and other out-of-pocket costs incurred in connection
with such arbitration. Customer may, at its option, continue to accept
what it considers to be below-standard Services and pay the charges
hereunder relating thereto during such pendency of such arbitration,
without prejudice thereto.
15. Legal Construction. In the event one or more of the provisions contained
in this Agreement shall, for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
In the event of any conflict between the provisions of these Terms &
Conditions and the applicable Supplement and Exhibits, the conflict shall
be resolved by reference to the following order of priority of
interpretation: a) Exhibits; b) Supplement; and c) Terms & Conditions.
Notwithstanding the foregoing no Exhibit requiring execution shall be
binding unless and until such Exhibit has been executed by an authorized
officer of Customer.
16. No Personal Liability. Each action or claim of any party arising under or
relating to this Agreement shall be made only against the other party as a
corporation, and any liability relating thereto shall be enforceable only
against the corporate assets of such party. No party shall seek to xxxxxx
the corporate veil or otherwise seek to impose any liability relating to,
or arising from, this Agreement against any shareholder, employee, officer
or director of the other party. Each of such persons is an intended
beneficiary of the mutual promises set forth in this Section and shall be
entitled to enforce the obligations of this Section.
17. Notice of Breach of Agreement. To be effective, written notice of any
material breach (except Payment Default) must prominently contain the
following sentences - or similar conspicuous notation - in capital
letters: "THIS IS FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE
SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES."
18. Limitation of Liability. Supplier's liability arising out of delays in
restoration of the Services to be provided under this Agreement or out of
mistakes, accidents, omissions, interruptions, or errors or defects in
transmission in the provision of Services or any other telecommunications
services, shall be subject to the limitations set forth below and in the
applicable Tariff. IN NO EVENT SHALL EITHER PARY BE LIABLE TO THE OTHER
PARTY OR ANY OF THE CUSTOMER'S OWN CUSTOMERS OR ANY OTHER THIRD PARTY IN
ANY RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, OR PUNITIVE DAMAGES, OR FOR
ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF
MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN
TRANSMISSION, OR DELAYS, INCLUDING THOSE WHICH MAY BE CAUSED BY REGULATORY
OR JUDICIAL AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE OBLIGATIONS OF EITHER PARTY PURSUANT TO THIS AGREEMENT; AND IN NO
EVENT SHALL SUPPLIER BE LIABLE AT ANY TIME FOR ANY AMOUNT IN EXCESS OF THE
AGGREGATE AMOUNT IT HAS PRIOR TO SUCH TIME COLLECTED FROM CUSTOMER WITH
RESPECT TO SERVICES DELIVERED HEREUNDER. SUPPLIER MAKES NO WARRANTY TO
CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS
OR FITNESS FOR ANY PURPOSE OF ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED
HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY SUPPLIER ARE
HEREBY EXCLUDED AND DISCLAIMED. For purposes of this Section, the term
"Supplier" shall be deemed to include Supplier, its shareholders,
directors, officers and employees, and any person or entity assisting
Supplier in its performance pursuant to this Agreement.
19. System Maintenance. In the event Supplier determines that it is necessary
to interrupt Services or that there is a potential for Services to be
interrupted for the performance of system maintenance, Supplier will use
good faith efforts to notify Customer prior to the performance of such
maintenance and will schedule such maintenance during non-peak hours
(midnight to 6:00 a.m.). In no event shall interruption for system
maintenance constitute a failure of performance by Supplier.
20. Subject to Laws. This Agreement is subject to, and Customer agrees to
comply with, all applicable federal, state and local laws, and
regulations, rulings and orders of governmental agencies, including, but
not limited to, the Communications Act of 1934, the Telecommunications Act
of 1996, the Rules and Regulations of the Federal Communications
Commission ("FCC") and state public utility or service commissions
("PSC"), tariffs and the obtaining and continuance of any required
certification, permit, license, approval or authorization of the FCC and
PSC or any governmental body, including, but not limited to regulations
applying to feature group termination and Letter of Agencies ("LOAs").
21. FCC Permits, Authorization and Filings. Supplier shall take all necessary
and appropriate steps, as soon as
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possible, to procure from the FCC the necessary authorizations, if any, to
deliver Services hereunder to Customer and whatever approvals are
necessary from any other federal or state agency. In the event that
Supplier cannot obtain all necessary federal, state or local authority to
provide Services hereunder, Supplier shall promptly give written notice
thereof to Customer and such notice shall constitute termination without
liability of either party hereto of all obligations hereunder.
22. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and when taken
together shall constitute one document. The parties expressly authorize
the use of a facsimile counterpart, as a valid method of execution for
Customer; however, for valid execution by Supplier, Supplier's original
signature shall be required. In the event that Customer executes this
Agreement via facsimile counterpart, Customer agrees to cooperate in good
faith to provide Supplier with a fully executed original of this Agreement
within five (5) calendar days of such facsimile counterpart execution.
23. Proprietary Information. "Proprietary Information" shall mean all
information disclosed in writing by one party to the other party which is
clearly marked "PROPRIETARY" by the disclosing party at the time of
disclosure. "Proprietary Information" shall also include certain oral
information disclosed by one party to the other party, provided that the
disclosing party designates such information as Proprietary at the time of
disclosure and gives recipient a written summary of such information
within ten (10) business days after the oral disclosure was made.
Notwithstanding the foregoing, all information concerning the traffic
volume/distribution of both parties, pricing rates, and customer lists are
hereby deemed to be Proprietary Information regardless of whether they are
so identified. The term "Proprietary Information" does not include any
information which: (i) was already known by the receiving party free of
any obligation to keep it Proprietary at the time of its disclosure by the
disclosing party, (ii) becomes publicly known through no wrongful act of
the receiving party, (iii) is rightfully received from a third person
without knowledge of any Proprietary obligation, (iv) is independently
acquired or developed without violating any of the obligations under this
Agreement, (v) is disclosed to a third person by the disclosing party
without similar Proprietary restrictions on such third persons rights, or
(vi) is approved for release by written authorization of the disclosing
party.
Further, the recipient may disclose Proprietary Information pursuant to
any judicial or governmental request, requirement or order. The recipient,
however, shall take reasonable steps to give the disclosing party
sufficient prior notice to contest such request, requirement or order.
Proprietary Information shall remain the property of the disclosing party,
and shall be returned to the disclosing party or destroyed upon request of
the disclosing party. Either party may make such Proprietary Information
available to its lenders.
Accordingly, in the event of a breach or threatened breach of the
foregoing provisions, the non-disclosing party shall be entitled to an
injunction or restraining order, in addition to such other rights or
remedies as may be available under this Agreement, at law or in equity,
including but not limited to money damages.
24. Force Majeure. Notwithstanding anything to the contrary herein, neither
party shall be liable for any failure of performance hereunder due to
causes beyond its reasonable control, including, but not limited to: acts
of God, fire, explosion, vandalism, cable cut, storm or other similar
catastrophes; any law, order, regulation, direction, action or request of
the United States government, or of any other government, including state
and local governments having jurisdiction over either of the parties, or
of any department, agency, commission, court, bureau, corporation or other
instrumentality of any one or more of said governments, or of any civil or
military authority; national emergencies; insurrections; riots; wars; or
strikes, lock outs, work stoppages or other labor difficulties.
25. Survival. The covenants and agreements contained in this Agreement with
respect to payment of amounts due, credits, Proprietary and
indemnification shall survive any termination of this Agreement. The
rights and obligations under this Agreement shall survive any merger or
sale of either party and shall be binding upon the successors and
permitted assigns of each party.
26. Regulatory. Customer is responsible for reimbursement to Supplier for any
fees, taxes or surcharges paid by Supplier that are imposed or authorized
by regulatory and governmental entities. Fees for Presubscribed
Interexchange Carrier Charges and Payphone Compensation are billed to
Customer at Supplier's tariff rates. Fees for Universal Service Fees
(state and federal), Lifeline Assistance, Telecommunications Relay
Service, taxes or surcharges - including but not limited to gross receipts
taxes, surcharges, franchise fees, occupational, excise and other taxes
(and penalties and interest thereon), and relating to services provided to
Customer by Supplier - shall be passed through to Customer. Supplier will
furnish, upon Customer's request, documentation to support the fees or
charges payable by Customer pursuant to this Section 26.
Customer shall furnish to Supplier valid and appropriate tax exemption
certificates, attached hereto as Exhibit A, for all applicable
jurisdictions (federal, state and local) in which it performs customer
billing. Customer is responsible for properly charging tax to its
subscribers and for the proper and timely reporting and payment of
applicable taxes to the taxing authorities and shall defend and indemnify
Supplier from payment and reporting of all applicable federal, state and
local taxes, including, but not limited to, gross receipts taxes,
surcharges, franchise fees, occupational, excise and other taxes (and
penalties and interest thereon), relating to the Services. Such
indemnification includes costs and expenses (including reasonable
attorney's fees) incurred by Supplier in settling, defending or appealing
any claims or actions brought against it relating to said taxes. If
Customer fails to provide and maintain the required certificates, Supplier
may charge Customer and Customer shall pay such applicable taxes.
The amounts payable by Customer under this Agreement
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do not include any state or local sales or use taxes, or utility taxes,
however designated, which may be levied on the goods and services provided
by Supplier hereunder. With respect to such taxes, if applicable, Customer
shall furnish Supplier with an appropriate exemption certificate or pay to
Supplier, upon timely presentation of invoices therefore, such amounts
thereof as Supplier may be by law required or permitted to collect or pay.
Any and all other taxes, including but not limited to franchise, net or
gross income, license, occupation, and real or personal property taxes,
shall be timely paid by Customer.
27. Events of Default. A "Default" shall occur if (a) Customer fails to make
payment as required under this Agreement and such failure remains
uncorrected for five (5) calendar days after receipt of written notice
from Supplier; or (b) either party fails to perform or observe any
material term or obligation (other than making payment) contained in this
Agreement, and any such failure remains uncorrected for thirty (30)
calendar days after written notice from the non-defaulting party informing
the defaulting party of such failure. If Customer uses the Services for
any unlawful purpose or in any unlawful manner, Supplier shall have the
right to immediately suspend any or all Services hereunder without notice
to Customer until the unlawful use ceases.
In the event of a Customer Default, Supplier may (in addition to such
other rights or remedies as Supplier may have under this Agreement, at law
or in equity), at its sole discretion: (i) suspend Services to Customer;
(ii) cease accepting or processing orders for Services; (iii) withhold
delivery of CDRs (if applicable); and (iv) terminate this Agreement. In no
event shall such termination affect or reduce Customer's obligations to
make any "take or pay commitment" payments required under this Agreement
if applicable.
In the event of a Supplier Default, Customer may (in addition to such
other rights or remedies as Customer may have under this Agreement, at law
or in equity), at its sole discretion, terminate this Agreement.
28. Obligations Several and Not Joint. Each party shall be responsible only
for its own performance under the Agreement (including any attachments,
exhibits, schedules or addenda) and not for that of any other party.
29. Amendments / Riders. This Agreement may only be modified or supplemented
by an instrument in writing executed by each party.
30. Entire Agreement. This Agreement constitutes the entire and final
agreement between the parties with respect to the subject matter hereof
and specifically supersedes the Master Service Agreement dated November 6,
1997 and all subsequent amendments between the parties and all prior
agreements relating to the subject matter hereof, which are of no further
force or effect. There are no oral agreements between the parties. No
party is entering into this Agreement in reliance on, and this Agreement
shall not be contradicted or supplemented by, any prior or contemporaneous
(i) condition, discussion, promise, statement, understanding, or
undertaking; (ii) letter of intent, commitment or approval; or (iii) other
agreement or document.
Version 2.1.2000
List of Exhibits
----------------
Exhibit A Taxes on Telecommunications Services
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Terms & Conditions, Page 5
Exhibit A - Taxes on Telecommunications Services - Contact Broadwing's Tax
Department at 000-000-0000 for assistance in completing this form
Please check one of the following:
____ Telecommunications services purchased from Supplier are for resale
purposes in the normal course of our business (or are subject to other tax
exemptions). These services are exempt from federal, state and local
taxes. business (or are subject to other tax exemptions). These services
are exempt from federal, state and local taxes.
If checked, complete Section 1 & Section 2 below for the applicable
states where service is provided.
____ Telecommunications services purchased from Supplier are not for resale
purposes, but are purchased for our own use. These services are not
subject to other exemptions.
If checked, sign here: ________________________ Date:_____________
Section 1. Certificate of Exemption from Federal Excise Taxes on Communications
Services and Facilities
The undersigned hereby certifies that the service furnished by Supplier is
exempt from the Federal Excise Tax on Communications and Facilities imposed by
Internal Revenue Code (IRC) Section 4251 because the undersigned is exempt under
IRC Section 4253 for such reason as marked below (check one). The undersigned
agrees to notify Supplier in writing when the claimed status no longer applies.
____ A nonprofit hospital referred to in IRC Section 170(b)(1)(A)(ii) which is
exempt from income tax under Section 501(a).
____ A nonprofit educational organization described in IRC Section
(170)(b)(1)(A)(ii) which is exempt from income tax under Section 501(a).
____ A School which is operated as an activity of an organization described in
IRC Section 501(c)(3) which is exempt from income tax under Section
505(a), and operates as described in IRC Section 4253(j).
____ The U.S. government, government of a State, political subdivision of a
state of the District of Columbia.
____ The American Red Cross or an international organization described in
Internal Revenue Code Sections 7701(a)(18) and 4253(c).
____ A news service company of the type referred to in Internal Revenue Code
Section 4253(b).
____ Diplomatic, consular or other officers of foreign governments temporarily
residing in the United States who are nationals of the foreign country on
a diplomatic mission.
____ The service will be used exclusively in the rendering of a communications
services upon which tax is imposed by IRC Section 4251. It is understood
that no tax will be collected by Supplier on charges for said service and
that it will be the responsibility of the undersigned to collect such tax
as may be due from its customers.
____ The service, which is defined in Section 4252(b)(2), is for use by a
common carrier, telephone or telegraph company, or radio broadcasting
station or network in the conduct of its business as such.
FOR THIS CERTIFICATE TO BE VALID YOU MUST CHECK ONE OF THE ABOVE BOXES, SIGN AND
DATE THE CERTIFICATE AND PROVIDE AN EFFECTIVE DATE. ANY MODIFICATIONS TO THE
ABOVE WILL RENDER THE CERTIFICATE NULL AND VOID.
THE EXEMPT STATUS OF THE UNDERSIGNED IS EFFECTIVE AS OF _______________________.
Customer: Universal Access, Inc. FEDERAL TAX I.D. ________________
I swear under penalty of fines, imprisonment, or both, together with cost of
prosecution that the statement contained herein are true to the best of my
knowledge.
SEE ATTACHED
________________________________________________________________________________
Signature Title Date
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Terms & Conditions Exhibit A, Page 1
Exhibit A - Taxes on Telecommunications Services - Section 2. Uniform Sales &
Use Tax Certification Form
Issued to: Broadwing Communications Services Inc., 0000 Xxxxxxx xx Xxxxx Xxx.
Xxxxx, Xxxxxx, Xxxxx 00000-0000
Certify that: Universal Access, Inc., 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000-0000, is registered and/or identified with the below
listed cities and/or states within which your firm would deliver purchases to us
and that any such purchases are for wholesale, resale, ingredients or components
of a new product to be resold, leased, rented or used in the normal course of
our business. We are in the business of wholesaling, retailing, manufacturing,
leasing, renting or providing non-taxable services or products.
Check applicable box: |_| Single Purchase Certificate |_| Blanket Certificate
Is engaged as a registered (where applicable): |_| Wholesaler |_| Lessor
|_| Retailer |_| Manufacturer |_|Exempt Organization Use
|_| Other (Specify) __________________
Product or service rendered by Customer: _______________________________________
State Registration or I.D. No. State Registration or I.D. No.
----- ------------------------ ----- ------------------------
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
__________ ________________________ ___________ _________________________
I further certify that if any property so purchased tax free is used or consumed
by the firm as to make it subject to a sales or use tax we will pay the tax due
direct to the proper taxing authority when state law so provides or inform the
seller for added tax billing. This certificate shall be part of each order which
we may hereafter give to you, unless otherwise specified, and shall be valid
until canceled by us in writing or revoked by the city or state.
Exemption Claimed: |_| Resale |_| Federal Government |_| Exempt Organization
|_| State & Local Government |_| Direct Payment Permit
|_| Other (Specify)___________________________________________
I swear and affirm that the information on this form is true and correct as to
every material matter.
SEE ATTACHED
________________________________________________________________________________
Signature Title Date
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Terms & Conditions Exhibit A, Page 2
FEDERAL EXCISE TAX EXEMPTION CERTIFICATE
The undersigned claims exemption from the Tax imposed by Section 4251 of the
Internal Revenue Code on all communication services billed or to be billed from
the Supplier listed below.
The Purchaser named below claims exemption under Section 4253(f) of the Internal
Revenue Code from the Tax imposed by Section 4251 and defined in Section
4252(b)(2) of the Code on charges for a Common Carrier.
The undersigned understands that the fraudulent use of this certificate for the
purpose of securing exemption from Federal Excise Tax imposed by Section 4251
may result in fines, imprisonment, or both, together with costs of prosecution.
In addition, the undersigned agrees to notify the Supplier, in writing, when the
basis for tax exemption indicated above changes or ceases to exist.
It is understood that no tax will be collected by Supplier on charges of said
services, and that it will be the responsibility of the undersigned to collect
such tax as may be due from its customers.
Purchaser: Universal Access, Inc.
Federal EIN: 00-0000000
Address: 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Supplier: BROADWING
-----------------------------------------------------------------------
Signature of Authorized Representative: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, Vice President of
Finance
Date: 1/1/99
------------------------
Certification of Universal Service Exemption
Customer Name: Universal Access, Inc. (Customer)
Customer Address: 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
Customer FCC form 499 ID Number: 819660
Customer hereby request an exemption from payment of any charges assessed by:
BROADWING (Carrier) due to contribution to the Universal Service Fund (USF)
established by the Universal Service Order issued by the Federal Communications
Commission (FCC). Pursuant to Section 254 of the Communications Act (47 U.S.C.
254) and implementing regulations, rules, and orders, Customer is required to
contribute to the Universal Service support mechanisms. Therefore, Customer
represents and certifies the following:
1. That Customer is either a telecommunications carrier that provides interstate
telecommunications service to the public for a fee on a common carrier basis or
a private service provider that offers interstate communications service to
others for a fee on a non-common carrier basis.
2. That Customer is acquiring services from Carrier for resale to end user
customers, i.e., not for its own internal use.
3. That Customer has filed a Telecommunications Reporting Worksheet (FCC Form
499) with the Universal Service Administrator and will continue to file such
Worksheets or other forms or documentation as required by the FCC from time to
time. By virtue of such filing, Customer has qualified and will qualify as an
entity not subject to USF related charges.
4. That the individual named below is an officer of Customer and is duly
authorized by Customer to make the representations and certifications contained
herein on behalf of the Customer.
Signature of Authorized Representative: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Date: 16/6/2000
---------------------------------------------------------------------------
Universal Access, Inc.
Uniform Sales & Use Tax Exemption Certificate - Multi-Jurisdictional
"I certify that Universal Access, Inc., 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000;
Xxxxxxx, Xxxxxxxx 00000, is in the business of selling local and long-distance
telecommunications services. The company is registered with the below listed
jurisdictions, within which your firm would deliver purchases to us, and that
any such purchases are exempt for the reason of:
Purchase for Resale of Private Line Circuits and Telecommunication Services
"I further certify that if any property or services so purchased tax-free, is
used or consumed by the firm as to make it subject to a sales or use tax, we
will pay the tax due directly to the proper taxing authority when state law so
provides or inform the seller for added tax billing. This certificate shall be
part of each order which we may hereafter give to you and from which we deduct
tax, and be valid until canceled by us in writing or revoked by the taxing
jurisdiction."
Jurisdiction Registration Number
========================== =======================
Alabama No certificate issued
Alaska No certificate issued
Arizona 07-600478-P
Arkansas 0218329-76-001
California U-6237-C
Colorado 03-66385
Connecticut 9795907-000
Delaware No sales tax
District of Columbia 0252218 000
Florida 23-08-507825-92-4
Georgia 175433391
Hawaii No certificate issued
Idaho No certificate issued
Illinois 2879-3730 T-4925
Indiana 105245011
Iowa No certificate issued
Kansas 004-3641-86543F-01
Kentucky 170864
Louisiana No certificate issued
Maine No certificate issued
Maryland 9486368
Massachusetts 364-186-843-04
Michigan 00-0000000
Minnesota 45087419
Mississippi No certificate issued
Missouri 1714319-5
Montana No sales tax
Nebraska 00-0000000 1
Nevada 000015930-1
New Hampshire No sales tax
New Jersey 000-000-000/000
New Mexico No certificate issued
New York 36-186543
North Carolina 600266821
North Dakota No certificate issued
Ohio 99039433
Oklahoma No certificate issued
Oregon No sales tax
Pennsylvania 81341997
Xxxxx Xxxxxx 000000000 00
Xxxxx Xxxxxxxx 099 25572 7
South Dakota No certificate issued
Tennessee 102949222
Texas 3-20018-1812-2
Utah No certificate issued
Vermont No certificate issued
Virginia 18879931
Washington 601 973 355
West Virginia No certificate issued
Wisconsin UT26618
Wyoming No certificate issued
Federal Excise Tax 00-0000000
Universal Service Fund 819680
Phoenix, Arizona 99009888
Xxxxxxx, Xxxxxxxx 000000
Denver, Colorado 110045261
"Under penalties of perjury, I swear or affirm that the information on this form
is true and correct as to every material matter."
/s/ Xxxxxx X. Xxxxx
--------------------------------------------------------------------------------
/s/ Xxxxxx X. Xxxxx, Vice President of Finance
Broadwing Private Line Service Supplement
Digital & Optical Services
1. Scope and Rates. Supplier shall use its best efforts to provide Service
for which a Market Service Order has been accepted. All requests for
Service shall be submitted on Supplier's then current Market Service Order
form. The rates for Service are set forth in Exhibit A, unless otherwise
specified and agreed to in the applicable Market Service Order signed by
both parties. Such rates apply to Service between Supplier's On-Net
cities, attached hereto as Exhibit D, subject to availability. Supplier
shall provide updated On-Net City Lists to Customer as such lists become
available. Customer may also order the ancillary services listed in
Exhibit B, subject to availability.
2. Term. Each Market Service Order for Service hereunder shall set forth a
Circuit Lease Term. The initial Term of this Agreement shall be whichever
of the following is first to occur: (i) the period commencing on the
Effective Date hereof and continuing through June 30, 2004; (ii)
fulfillment of Total Revenue Commitment as defined in Section 4 herein; or
(iii) the period commencing on the Effective Date hereof and continuing
through the end of the Circuit Lease Term which is last to expire, unless
earlier terminated according to the terms and conditions herein. If
Service continues after expiration of the initial Term, Service will
convert to a month-to-month term at the individually contracted rate as
stated on the Market Service Order unless written notice is given by
either party at least thirty (30) days before such expiration that such
party does not consent to such extension.
3. Monthly Charges. Customer will be invoiced monthly for: (i) the monthly
lease rate (prorated for any partial month) for each Available Circuit;
and (ii) the charges for other services received. The first invoice shall
be for the first two months (prorated for any partial month) of the Term;
each invoice thereafter shall be for the following month.
4. Revenue Commitment. Customer shall purchase On-Net, POP-to-POP Services
hereunder of at least sixty-five million, nine hundred eighty thousand
dollars ($65,980,000.00) (the "Total Revenue Commitment") during the Term
of this Agreement according to the following schedule ("Commitment
Milestones"): (i) from July 1, 2000 through December 31, 2000, five
million nine hundred eighty thousand dollars ($5,980,000.00) with
Quarterly Recurring Charges for July through December 2000 as indicated in
Section 15, Discount Schedule, herein; (ii) from January 1, 2001 through
December 31, 2001, fourteen million four hundred thousand dollars
($14,400,000.00) with Quarterly Recurring Charges to be a minimum of three
million six hundred thousand dollars ($3,600,000.00) per quarter; (iii)
from January 1, 2002 through December 31, 2002, sixteen million eight
hundred thousand dollars ($16,800,000.00) with Quarterly Recurring Charges
to be a minimum of four million two hundred thousand dollars
($4,200,000.00) per quarter; (iv) from January 1, 2003 through December
31, 2003, nineteen million two hundred thousand dollars ($19,200,000.00)
with Quarterly Recurring Charges to be a minimum of four million eight
hundred thousand dollars ($4,800,000.00) per quarter; and (v) from January
1, 2004 through June 30, 2004, nine million six hundred thousand dollars
($9,600,000.00) with Quarterly Recurring Charges to be a minimum of four
million eight hundred thousand dollars ($4,800,000.00) per quarter, for a
Total Revenue Commitment of sixty-five million nine hundred eighty
thousand dollars ($65,980,000.00). (Quarterly Recurring Charges also are
noted in Section 15, Discount Schedule, herein.) As used herein, a "take
or pay" commitment means that Customer has the obligation to pay for
Services hereunder (at the same time as payment is or would be due for
Service each month) for each period outlined herein, whether or not such
Service is actually used, excluding, without limitation, all Off-Net
services, Off-Net service charges, interest, Off-Net installation costs,
local loop fees, and Off-Net nonrecurring charges. Subject to the terms
and conditions herein, Customer shall pay for Services hereunder at the
rates reflected in Exhibit A.
If Customer has not met the minimum revenue requirement at each Commitment
Milestone due to Supplier's failure to meet a mutually agreed upon FOC
date, and such failure is not caused by Customer, a Customer-contracted
underlying carrier, or a Customer-contracted local access provider, then
Supplier will grant temporary relief from that Commitment Milestone in an
amount equal to that circuit order's portion of the revenue which would
have been applied to that Commitment Milestone if the FOC date had been
met by Supplier. Temporary relief shall be granted for each day after the
FOC date until the Circuit is made available to Customer.
All amounts in excess of the quarterly commitments shall be applied to the
reduction of Customer's overall Total Revenue Commitment but will not
reduce Customer's Commitment Milestones as outlined herein.
5. Billing Commencement Date. If Circuit is made available prior to the FOC
date, billing shall commence on the Circuit Activation Date (if earlier
than the FOC date) or on the scheduled FOC date; provided, however, that
in no event shall billing commence prior to the FOC date without written
Customer acceptance. Supplier shall provide Customer written notification
of circuit readiness after performance test results are evaluated and
circuit is deemed activated and operational.. Upon expiration of five (5)
days from the receipt by Customer of Supplier's notice of circuit
readiness, and provided that Customer has not provided Supplier with
written notice of any performance failure of a circuit, the subject
circuit(s) will be deemed accepted by Customer and billing shall commence.
Upon written notification of circuit readiness, Customer may, but shall
not be obligated to, coordinate and schedule its own performance testing.
If as a result of Customer's performance testing, Customer determines that
the circuit does not conform to performance specifications, Customer must,
within five (5) days of Supplier's notice of circuit readiness, notify
Supplier in writing of performance failure in order to delay billing
commencement. Upon Supplier's receipt of such notice from Customer,
Supplier shall immediately commence and diligently pursue corrective
action or repair to bring the circuit into compliance with
Broadwing - Proprietary 06/23/00
Broadwing Contract No. 10029 Private Line Supplement, Page 1
in order to delay commencement. Upon Supplier's receipt of such notice
from Customer, Supplier shall immediately commence and diligently pursue
corrective action or repair to bring the circuit into compliance with
the performance specifications, and upon such compliance, billing shall
commence. In the event that Customer elects to utilize any part of the
circuit capacity despite a performance failure, said circuit shall be
deemed accepted and billing shall commence; provided, however, that such
acceptance and billing commencement shall not relieve Supplier of its
obligation to maintain its network and applicable circuit capacity
hereunder in compliance with the performance specifications.
6. Late Delivery. In the event Supplier fails to meet the mutually agreed
upon confirmed FOC date for On-Net POP-to-POP Service(s) (as set forth in
Supplier's confirmation letter) by more than twenty-four (24) hours, upon
Customer's written request provided within thirty (30) days of the
mutually agreed upon confirmed FOC date in accordance with Section 6,
Notices, of the Master Service Agreement Terms & Conditions, a late
delivery credit shall be allowed and calculated following the activation
date of the Service(s) as follows:
A. Customer shall be credited for late delivery of On-Net POP-to-POP
Service(s) which are ordered in accordance with Supplier's standard
installation intervals to the extent that such late delivery was not
caused by the failure of equipment or systems provided by Customer or
persons other than Supplier, including any provider of local access
service to Supplier. Such credit will be calculated as a one-time credit
equal to one (1) week prorated monthly recurring charge of Circuit which
is subject to late delivery, which credit shall be applied to the sixth
(6th) month invoice for the applicable Circuit.
B. The Monthly Recurring Charges used to determine any credit hereunder
shall be the then current Monthly Recurring Charges being assessed.
C. In no event shall any credit be allowed hereunder (i) in excess of the
then current Monthly Recurring Charge for the applicable Circuit; (ii)
with respect to any Circuit for which Customer (a) fails to make or (b) is
excused from making payment because of operation of law or any other
reason; (iii) for Service(s) accompanied by order expedite requests; or
(iv) instances in which Service installation is delayed by Customer,
Customer-contracted underlying carrier or Customer-contracted local access
provider.
D. Calculations of credits shall be based upon Supplier's
provisioning/installation records.
E. If Circuit is cancelled prior to the end of Circuit Lease Term,
Supplier may seek reimbursement of credit.
F. The credit provided for hereunder shall be Supplier's sole liability
and Customer's sole remedy in the event of any late delivery of Service.
7. Termination. Customer may terminate any Circuit according to the following
terms and conditions: (i) If termination occurs prior to the Activation
Date, Customer shall provide Supplier with at least five (5) days prior
written notice, and Customer shall be liable for applicable fees in
Exhibit B plus local access or any other fees incurred on Customer's
behalf; (ii) If termination occurs on or after Activation Date, Customer
shall provide Supplier with at least thirty (30) days prior written
notice, and Customer shall pay: (A) all charges for Service previously
rendered, and (B) the amount due through the end of the applicable Circuit
Lease Term. If Supplier: (i) fails to provide Service within three (3)
months of the Requested Service Date, or (ii) fails to cure a material
breach hereof within thirty (30) days written notice from Customer,
Customer may, as its only remedy, terminate the affected Circuit without
penalty.
8. Outage Credits. Supplier shall give Customer a credit in accordance with
its then-current outage policy, attached hereto as Exhibit E, for periods
in which any Circuit loses continuity and fails to comply with applicable
specifications. Except for Chronic Outage as defined below, such credit
shall be Customer's sole remedy with respect to such an event. For any
Service defect from causes outside Supplier's control, including
accidents, cable cuts, fires, floods, emergencies, government regulation,
wars, or acts of God, Supplier shall give Customer a credit in accordance
with Exhibit E. SUPPLIER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES
RELATING TO SERVICE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER HAS NOT
RELIED ON ANY REPRESENTATION NOT SET FORTH HEREIN. CUSTOMER SHALL
INDEMNIFY SUPPLIER FROM ANY CLAIMS FOR OUTAGE CREDITS MADE BY ANY CUSTOMER
OF CUSTOMER.
In the event that a single On-Net Circuit experiences three (3) or more
Outages of ten (10) minutes duration or longer during any sixty (60) day
period, Customer may declare that the Circuit has a "Chronic Outage"
problem. Customer will notify Supplier, and Supplier will have seventy-two
(72) hours to identify and correct the Chronic Outage problem. If the
problem is not corrected, Customer may cancel the Circuit upon thirty (30)
days written notice to Supplier without any additional or further
liability to Supplier. Cancellation shall be in addition to any credits
due to Customer for outages.
9. Maintenance & Trouble Reporting. Supplier's standard fees for Customer
maintenance support services are as follows:
Maintenance services shall be defined as all work performed by Supplier on
equipment provided by or on behalf of the Customer, or supervision of the
Customer's work within Supplier's terminal facilities. Maintenance Service
charges are not billed for troubles found within that portion of a circuit
provided by Supplier. The following billing rates apply for these
services:
A. $75 per hour (4 hour minimum-if dispatch is required) Monday through
Friday during the business hours of 8:00 a.m. - 5:00 p.m. local time,
exclusive of the following
Broadwing - Proprietary 06/23/00
Broadwing Contract No. 10029 Private Line Supplement, Page 2
holidays: New Year's Day, President's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and the day after Thanksgiving and Christmas
Day.
B. $95 per hour (4 hour minimum) for overtime work done after business
hours (defined above) and/or on holidays (defined above) and/or all day on
Saturdays and Sundays.
C. As requests for maintenance services are typically made via telephone,
Supplier must be advised in writing as to the person(s) who are authorized
to request service. It is the Customer's responsibility to keep Supplier
apprised of any changes to its list of representative(s).
D. To request technical assistance and help under the maintenance
services, a call must be made to Supplier's Network Control Center at
0-000-000-0000. This number should be used for Supplier technical
assistance, troubleshooting or testing of circuits, not for service
impairment or outages. The person calling in must be on the authorized
list in order to commit for charges for this technical assistance. If that
person is not on the list, the request cannot be accommodated.
The Network Control Center personnel will take the call, record the
caller's name and phone number along with facts concerning the assistance
and support needed. The caller will then be given the number of the
"Assistance Ticket."
Upon completion of work, this "Assistance Ticket" will be given to
Supplier's Accounting Department, and the Customer will subsequently be
billed based upon the information on that ticket. A copy will be attached
to the invoice.
Except for emergencies, Supplier's technicians cannot be dispatched unless
requests are made in accordance with the above call-out procedure.
10. Portability. All On-Net Service which has been in service for at least six
(6) months and provided to Customer under the terms of this Agreement
shall be subject to Portability within all On-Net areas served by
Supplier's network. Supplier is not required to build or lease to satisfy
a request by Customer for Portability. To invoke Portability, Customer
must provide thirty (30) days prior written notice for portability of
existing service. The replacement service shall be of equal or greater
value than the service being replaced, and the Circuit Lease Term of the
replacement service shall be renewed for a term which is either the same
or greater than the original term on the circuit being replaced. The price
of any On-Net circuit replacement service shall be calculated pursuant to
Exhibit A. (For example, if Customer orders a circuit from Columbus to
Chicago that has a Circuit Lease Term of two (2) years and a monthly lease
rate of two thousand dollars ($2,000.00) and Customer needs to disconnect
this circuit after a one (1) year period, rather than disconnecting it and
having to pay termination liability on it, Customer chooses to move this
circuit from Columbus to Washington, D.C. and not incur termination
liability. Although the new monthly rate is one thousand dollars
($1,000.00), Customer would pay the two-thousand-dollar
($2,000.00)-per-month rate because the replacement service is not of equal
or greater value than the service being replaced. A one-time
reconfiguration charge as outlined in Exhibit B would apply.
11. On-Net Circuit Upgrade. On-Net Circuit Upgrade shall refer to an increase
in bandwidth (e.g., OC-3 to an OC-12) between the same A and Z city
locations. A new Circuit Lease Term shall apply for all Circuit Upgrades.
Underlying circuits which are to be upgraded are not subject to a Minimum
Service Period or to termination liability. Circuits may be upgraded at
any time based upon availability as long as the total revenue generated as
a result of the upgrade is equal to or greater than the revenue which
would have been paid to Supplier if such upgrade had not occurred. The
price of any replacement or renewal Service shall be based upon the rates
set forth in Exhibit A.
12. Local Loop Facilities. Supplier shall, on behalf of Customer and only upon
Customer's request, obtain telecommunications facilities ("Local Loop
Facilities") connecting Customer with an approved vendor of Supplier to a
Supplier Point of Presence ("POP"). Customer will execute a Letter of
Agency on such form as provided by Supplier authorizing Supplier to
interact directly with the provider(s) of these Local Loop Facilities.
When Supplier acts as Customer's agent, Customer is responsible for
charges, including without limitation, monthly charges, usage charges,
installation charges, non-recurring charges or applicable
termination/cancellation liabilities of Local Loop Facilities to
Supplier's POP.
13. IRU Capacity Agreement. Except as set forth below, the Services provided
pursuant to this Agreement shall be considered separate and distinct from
the Services provided pursuant to any IRU Capacity Agreement ("IRU"). Such
Services provided in any IRU shall not be considered in the calculation
of, shall not apply to, and shall not in any way affect any revenue
commitment set forth herein. Furthermore, the rates set out herein shall
apply only to the Services provided pursuant to this Agreement, and shall
not apply to any other services provided pursuant to an IRU.
Should Supplier and Customer enter into an IRU during the term of this
Agreement, the monthly amortized rate of such IRU shall be counted toward
the monthly commitment (thus Total Revenue Commitment) of this Agreement
commencing upon the Effective Date of the IRU and continuing through the
earlier of the end of the term of the IRU or of this Agreement. No revenue
from an IRU can be applied retroactively toward the Total Revenue
Commitment of this Agreement. For example, if Customer and Supplier
execute a twenty-million dollar ($20,000,000.00), twenty (20) year IRU
effective in January 2002, eighty-three thousand three hundred
thirty-three dollars ($83,333.00) - the monthly amortized rate of said IRU
- can be applied toward the monthly commitment level of this Agreement
from January 2002 going forward through the Term of this Agreement; such
monthly amortized rate shall not be applied to any monthly commitment
level prior to January 2002, nor shall it be applied past the Term of this
Agreement.
14. Definitions. For purposes hereof: "Activation Date"
Broadwing - Proprietary 06/23/00
Broadwing Contract No. 10029 Private Line Supplement, Page 3
means the date a Circuit is first made Available to Customer. "Available"
means all necessary Supplier equipment for a Circuit has been installed.
"Circuit" means a XX-0, XX-0, XX-0, OC-3c, OC-12c or an OC-48c. "Circuit
Lease Term" means the term of a Circuit specified in the applicable Market
Service Order. "Circuit Mileage" means the length of a Circuit specified
in the applicable Market Service Order. "DS-0" means a circuit complying
with TR-TSY-000333 "Switched and Special Access Services - Transmission
Parameter Limits and Interface Combinations" Issue 1, July 1990. A "DS-1"
is a signal conforming to the requirements set forth in Sections 9.3 and
10.2 of Bellcore TR-NWT-000499, Issue 5, December 1993. A "DS-3" is a
signal conforming to the requirements set forth in Section 9.6 and 10.5 of
Bellcore TR-NWT-000499, Issue 5, December 1993. "FOC" means Firm Order
Confirmation, the form Supplier submits to Customer indicating the date
that an ordered Circuit will be activated. "Market Service Order" means
any Customer Market Service Order accepted by Supplier. An "OC-3c" is a
signal based on the SONET frame structure as specified in Bellcore
GR-253-CORE, Synchronous Optical Network (SONET) Transport Systems: Common
Criteria Physical Layer, and ANSI T1.105, Digital Hierarchy-Optical
Interface Rates and Formats Specifications. An "OC-12c" is a signal based
on the SONET frame structure as specified in Bellcore GR-253-CORE,
Synchronous Optical Network (SONET) Transport Systems: Common Criteria
Physical Layer, and ANSI T1.105, Digital Hierarchy-Optical Interface Rates
and Formats Specifications. An "OC-12c Unprotected (1+0)" - 655 megabits
Lambda - is the ANSI SONET transmission standard for high capacity optical
telecommunications with line rate of 655 megabits per second in
unprotected configuration, as specified in Bellcore GR-253-CORE. An
"OC-48c" is a signal based on the SONET frame structure as specified in
Bellcore GR-253-CORE, Synchronous Optical Network (SONET) Transport
Systems: Common Criteria Physical Layer, and ANSI T1.105, Digital
Hierarchy-Optical Interface Rates and Formats Specifications. An "OC-48c
Unprotected (1+0)" - 2.5 gigabits Lambda - is the ANSI SONET transmission
standard for high capacity optical telecommunications with line rate of
2.5 gigabits per second in unprotected configuration, as specified in
Bellcore GR-253-CORE. "On-Net" means a Circuit(s) provided on Supplier's
network between two cities. "Requested Service Date" means the date
Service on a Circuit is requested to commence specified in the applicable
Market Service Order. "Service" means transmission service provided
between North American DSX standard cross-connect panels located in
Supplier's terminal locations or when provided via Broadwing LDX Optical
cross-connect panels located in Supplier's terminal locations.
"Unprotected (1+0)" refers to an unprotected Circuit, which operates
without redundant electronics and will have an annual system availability
of ninety-nine percent (99%) or better. The Customer interface consists of
a transmit and receive two (2) fiber interface for a working (WK) system.
15. Discount Schedule. Commencing September 2000 and continuing through June
2001, Supplier shall provide to Customer discounts indicated in the
schedule below. Minimum Monthly Recurring Charges indicated are calculated
after Customer's discount; for example, in September 2000 Customer will
receive a discount of forty-nine thousand dollars ($49,000.00), and
Customer will pay a minimum of two million eight hundred seventy-five
thousand dollars ($2,875,000.00) by September 30, 2000 in Quarterly
Recurring Charges, which minimum is calculated after discount is applied.
The Minimum Quarterly Recurring Charges (Take or Pay) below do not include
any Off-Net circuits or local loops.
[Discount / Take or Pay Schedule on following page]
Broadwing - Proprietary 06/23/00
Broadwing Contract No. 10029 Private Line Supplement, Page 4
==============================================================================
DISCOUNT / TAKE OR PAY SCHEDULE
==============================================================================
Date *** Minimum Recurring Charge
(Take or Pay after
discount applied)
==============================================================================
July 2000 $ ***
-------------------------------------------
August 2000 *** $2,875,000.00
-------------------------------------------
September 2000 ***
==============================================================================
October 2000 ***
-------------------------------------------
November 2000 *** 3,105,000.00
-------------------------------------------
December 2000 ***
==============================================================================
Jan. 2001 ***
-------------------------------------------
Feb. 1, 2001 *** 3,600,000.00
-------------------------------------------
Mar 1, 2001 ***
==============================================================================
April 2001 ***
-------------------------------------------
May 2001 *** 3,600,000.00
-------------------------------------------
June 2001 ***
==============================================================================
July 2001 thru Sept. 2001 *** 3,600,000.00
------------------------------------------------------------------------------
Oct. 2001 thru Dec. 2001 *** 3,600,000.00
------------------------------------------------------------------------------
Jan. 2002 thru March 2002 *** 4,200,000.00
------------------------------------------------------------------------------
April 2002 thru June 2002 *** 4,200,000.00
------------------------------------------------------------------------------
July 2002 thru Sept. 2002 *** 4,200,000.00
------------------------------------------------------------------------------
Oct. 2002 thru Dec. 2002 *** 4,200,000.00
------------------------------------------------------------------------------
Jan. 2003 thru March 2003 *** 4,800,000.00
------------------------------------------------------------------------------
April 2003 thru June 2003 *** 4,800,000.00
------------------------------------------------------------------------------
July 2003 thru Sept. 2003 *** 4,800,000.00
------------------------------------------------------------------------------
Oct. 2003 thru Dec. 2003 *** 4,800,000.00
------------------------------------------------------------------------------
Jan. 2004 thru March 2004 *** 4,800,000.00
------------------------------------------------------------------------------
April 2004 thru June 2004 *** 4,800,000.00
------------------------------------------------------------------------------
TOTALS *** $65,980,000.00
==============================================================================
Notes:
1. Minimum Quarterly Recurring Charges indicated are calculated after
Customer's discount has been applied.
2. Quarterly Recurring Charges shown do not include local loops or any
Off-Net circuits.
3. Invoice discount amount is based on total On-Net Circuit Monthly Recurring
Charge (MRC) from April 01, 2000 invoice (***).
List of Exhibits
----------------
Exhibit A Private Line Services Rates
Exhibit B Private Line Services Ancillary Pricing
Exhibit C Market Service Order
Exhibit D On-Net City Listing
Exhibit E Outage Policy
Exhibit F Standard Intervals
Exhibit G Escalation List
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
Broadwing - Proprietary 06/23/00
Broadwing Contract No. 10029 Private Line Supplement, Page 5
Exhibit A - Private Line Services Rates
-----------------------------------------------------
Rate per Minimum
Service Type V&H DS-0 Mile Circuit Charge
-----------------------------------------------------
DS-0
Protected (1+1) *** ***
-----------------------------------------------------
DS-1
Protected (1+1) *** ***
-----------------------------------------------------
DS-3
Protected (1+1) *** ***
-----------------------------------------------------
OC-3c
Protected (1+1) *** ***
-----------------------------------------------------
OC-12c
Protected (1+1) *** ***
-----------------------------------------------------
OC-48c
Protected (1+1) *** ***
-----------------------------------------------------
OC-12c
Unprotected (1+0) *** ***
-----------------------------------------------------
OC-48c
Unprotected (1+0) *** ***
-----------------------------------------------------
Minimum Circuit Lease Term: 1 Year
Notes:
1. All private line service to cities not on Supplier's On-Net City List,
attached hereto as Exhibit D, will be priced on an individual case basis
and will be subject to the terms of the underlying carrier.
2. These rates shall apply to new service orders. Existing service may be
renewed at these rates upon expiration of a circuit's current Circuit
Lease Term.
3. Existing Circuits installed prior to July 1, 2000 shall be re-termed for
one (1) year Circuit Lease Terms, ending June 30, 2001 at the rates
pursuant to the Master Service Agreement dated November 7, 1997 or
MSO-approved rates. Upon expiration of such Circuit Lease Terms, Customer
may renew Circuits at rates listed above.
4. Rates for five (5) or more OC-X circuits ordered concurrently are I.C.B.
*** Certain information on this page has been omitted and filed sparately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit A
Exhibit C - Market Service Order [LOGO] Broadwing
Please attach a Broadwing quote. A Technical sheet must also accompany this if
Broadwing is to order the local loop. Fax to Order Management at
0-000-000-0000. Call Customer Care for questions at 0-000-000-0000.
--------------------------------------------------------------------------------
MSO Version 1.0 mdh
BRW INTERNAL Service Order# Circuit#
---------------------- ---------------------
--------------------------------------------------------------------------------
SECTION A - COMPANY INFORMATION
--------------------------------------------------------------------------------
Account Executive: Quote#
-------------------------------- -------------------
---------------------- ----- --------
Company Name Universal Access, Inc. Email address: Contract No.
---------------------- ----- --------
Order Contact Phone Fax
--------------------- -------------- ---------------
Tech Contact Phone Fax
--------------------- --------------
Req'st Svc Term Customer
Date: (Mos) PO#
--------------------- -------------- ---------------
--------------------------------------------------------------------------------
SECTION B - CIRCUIT INFORMATION
--------------------------------------------------------------------------------
New |_| Change |_| Disconnect |_| Would the end-user accept the circuit(s)
earlier than the requested due date? |_|
Circuit ID:
--------------------------------------------------------------------
Circuit Type Protocol Qty Rate* Miles*
------ ------- ------ -------- -------
Location A Location Z
-------------------------- --------------------------
LEC/CAP Provider
--------------------
CFA Release (Customer to Order Loop) |_|
IXC to Order Loop (Tech Sheet Required) |_|
Special Instructions
----------------
-------------------------------------
-------------------------------------
LEC/CAP Provider
--------------------
CFA Release (Customer to Order Loop) |_|
IXC to Order Loop (Tech Sheet Required) |_|
Special Instructions
----------------
-------------------------------------
-------------------------------------
--------------------------------------------------------------------------------
SECTION C - MRC AND NRC (*Refer to the Broadwing Quote form to complete this
section.)
--------------------------------------------------------------------------------
Monthly IXC Charge $ Installation $ ASR $
-------- ------------- --------
Location A Loop $ Installation $ Expedite $
-------- ------------- --------
Location Z Loop $ Installation $ Reconfig $
-------- ------------- --------
LSA Charge A $
--------
LSA Charge Z $
--------
Mux Charge $ Installation $
--------
Echo Canceller $ Installation $
-------- -------------
TOTAL Recurring Charges $ TOTAL Non-Recurring Charges $
-------- --------
--------------------------------------------------------------------------------
Remarks:
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
Pursuant to the MASTER SERVICE AGREEMENT by and between Broadwing and Customer,
Broadwing agrees to provide the service described above. Service is contingent
upon City and circuit availability, Requested Service Dates and charges for
service are not binding on Broadwing and are subject to change until accepted
by authorized Customer Representative.
IN WITNESS WHEREOF, the parties have executed this PURCHASE ORDER on the
___________ day of ______________ , 19__.
----------------------------------- ---------------------------------------
CUSTOMER APPROVAL/TITLE SUPPLIER AUTHORIZED REPRESENTATIVE
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit C
Exhibit D - On-Net City Listing for Private Line*
Last updated Thursday, March 2, 2000
Location LATA Address/(NPA)NXX
1. Abilene, TX 550 United Bank Bldg.
0000 X. Xxxxx, #000
Xxxxxxx, XX 00000
(915)675
2. Xxxxx, XX 000 000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxx, XX 00000
(216)535
(NO CO-LOCATE)
3. Albany, NY 134 00 Xxxxxxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
(518)426
4. Ann Arbor, MI 340 0000 Xxxxxxxx
Xxx Xxxxx, XX 00000
(313)994
5. Atlanta, GA 438 55 Marietta Street, Suite 0000
Xxxx Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
(404)522
6. Xxxxxxx, XX 000 0000 Xxxx Xxxx
Xxxxxxx Xxxx, XX 00000
(404)762
7. Xxxxxx, XX 000 00000 X. 0xx Xxx.
Xxxxxx, XX 00000-0000
(720)859
8. Austin, TX 558 000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
(512)320
9. Xxxxxxxxxxx, XX 000 0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxxx, XX 00000
(805)323
10. Xxxxxxxxx, XX 000 000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(410)752
11. Xxxxx Xxxxx, XX 000 000 Xxxxx Xxxx
Xxx Xxxx Xxxxx
Xxxxx Xxxxx, XX 00000
(504)343
(NO CO-LOCATE)
12. Battle Creek, MI 348 000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
(616)969
13. Xxx Xxxx, XX 000 000 X. Xxxx
Xxx Xxxx, XX 00000
(517)667
14. Xxxxxxxxxx, XX 000 0000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
(205)251
(NO CO-LOCATE)
15. Xxxxxxxxxx, XX 000 0000 X. 00 Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000
(248)549
16. Xxxxxx, XX 000 000 Xxxxxxxx
Xxxxxx, XX 00000-0000
(617)426
(NO CO-LOCATE)
17. Buffalo, NY 140 000 Xxxx Xxxxxx Xxxxx 000
Xxxxxxx, XX 00000
(716)854
18. Xxxxxxxxx, XX 000 000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(704)347
(NO CO-LOCATE)
19. Chicago, IL 000 Xxxxx Xxxxx
000 Xxxxx Xxxxxxxx Xxx. #000
Xxxxxxx, XX 00000
(312)240
20. Xxxxxxxxxx, XX 000 0000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(513)721
21. Xxxxxxxxx, XX 000 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
(216)771
22. Xxxxxxxxx, XX 000 0000 X. Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
(216)621
(NO CO-LOCATE)
23. Xxxxxxxx, XX 000 000 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000-0000
(614)298
24. Xxxxxxxx, XX 000 000 X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
(614)221
(NO CO-LOCATE)
25. Corpus Christi, TX 564 000 X. Xxxxxxxxxx, Xxxxx 000X
Xxxxxx Xxxxxxx, XX 00000
(512)883
26. Dallas-Univision 552 Univision Center
0000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
(214)969
27. Dallas-Electra 552 0000 X. Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
(214)954
28. Xxxxxx, XX 000 000 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
(937)224
29. Xxxxxx, XX 000 000 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
(937)224
(NO CO-LOCATE)
30. Detroit, MI 340 0000 Xxxxxxx
Xxxxxxx, XX 00000
(313)961
31. El Paso, TX 540 Texas Commerce Bank
000 X. Xxxx, #0000,
Xx Xxxx, XX 00000
(915)533
32. Flint, MI 340 0000 X. Xxxxx Xxxxxxxx
Xxxxx, XX 00000
(313)767
33. Fresno, CA 728 000 X. Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
(559)447
34. Xxxx Xxxxx, XX 000 0000 X. 0xx Xxxxxx
Xx. Xxxxx, XX 00000
(817)870
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit D, Page 1
Location LATA Address/(NPA)NXX
35. Grand Rapids, MI 348 000 Xxxxxx, XX
Xxxxx Xxxxxx, XX 00000
(616)241
36. Xxxxxxxxxx, XX 000 000 Xxxxx Xxxxx Xxxx
Xxxx. X
Xxxxxxxxxx, XX 00000
(336)275
(NO-CO-LOCATE)
37. Harlingen, TX 568 000 X. Xxxxxxx, Xxxx Xxxx.,
Xxxxxxxxx, XX 00000
(210)425
38. Hayward, CA 722 00000 Xxxxxxxxxxx Xxx.
Xxxxxxx, XX 00000
(510) 259
39. Xxxxxxx, XX 000 000 X. Xxxx Xxxxxx,
Xxxxxxx, XX 00000
(713)224
40. Xxxxxxx, XX 000 000 X. Xxxxxx Xxxx
Xxxxxxx, XX 00000-0000
(281)444
41. Indianapolis, IN 336 Indy Tel-Com Center
000 Xxxxxxxx Xxx., Xxxxx 0
Xxxxxxxxxxxx, XX 00000
(317)632
42. Xxxxxxx, XX 000 000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
(517)783
43. Xxxxxxx, XX 000 000 X. Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(601)355
(NO CO-LOCATE)
44. Jacksonville, FL 452 0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
(904)353
45. Xxxxxx, XX 000 000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
(417)623
46. Kalamazoo, MI 348 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(616)385
47. Xxxxxx Xxxx, XX 000 Trader's on Grand Bldg.
0000 Xxxxx Xxx., Xxxxx 0000
Xxxxxx Xxxx, XX 00000
(816)221
48. Xxxxxx Xxxx, XX 000 0000 Xxxxxxxx Xxx.
Xxxxxx Xxxx, XX 00000
(816)421
49. Xxxxxxx, XX 000 000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
(517)482
50. Las Vegas, NV 721 0000 X Xxxxxx Xxxx.
Xxxxxx 0, 00, 00
Xxx Xxxxx, XX 00000
(702)432
51. Los Angeles, CA 730 One Wilshire Bldg.,
000 X. Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
(213)689
52. McAllen, TX 568 Texas Commerce Bank
000 X. 00xx Xxxxxx, Xxxxx 0000,
XxXxxxx, XX 00000
(956)687
53. Miami, FL 460 00000 XX Xxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
(305)885
54. Xxxxxxx, XX 000 0000 Xxxxxxxxx Xxx.
Xxxxxxx, XX 00000
(517)832
55. Xxxxxxx, XX 000 0000 X. Xxxxxxx Xx.
Xxxxxxx, XX 00000
(915)697
56. Xxxxxx, XX 000 000 Xxxxxxxxxxx Xxxx.
Xxxxxx, XX 00000-0000
(302)283
57. Xxxxxx, XX 000 Macy's Building
000 Xxxxxx Xxxxxx
Xxxxxx, XX x00000-0000
(973)297
58. Xxx Xxxxx, XX 000 000 Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
(203)777
59. New Orleans, LA 490 One Poydras Xxxxx
Xxxxxxx Xxxx.
000 Xxxxxx
Xxx Xxxxxxx, XX 00000
(504)529
(NO CO-LOCATE)
60. New York, NY 000 Xxxxxxx Xxxxx Xxxx.
00 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
(212)464
61. Okla. City, OK 536 0000 Xxxx Xxxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
(405)232
62. Xxxxxxx, XX 000 0000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(407)859
63. Palmdale, CA 730 00000 0xx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
(805)266
64. Philadelphia, PA 228 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
(215)992
65. Xxxxxxx, XX 000 0000 X. Xxxxxxx, Xxxxxxxx
Xxxxxx-Xxxxx Xxxxx
Xxxxxxx, XX 00000
(602)279
66. Xxxxxxx, XX 000 0000 X. Xxxxxxx, Xxxxx X00
Xxxxxxx, XX 00000
(602)238
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit D, Page 2
Location LATA Address/(NPA)NXX
67. Pontiac, MI 340 000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
(248)338
68. Xxxxxxxx, XX 000 000 XX Xxxxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxx, XX 00000
(503)224
69. Xxxxxxxxxx, XX 000 000 Xxxxxxxxx Xxxxxx
0xx xxxxx
Xxxxxxxxxx, XX 00000
(401)454
70. Raleigh, NC 426 0000 Xxx Xxxx Xxxx
Xxxxx 000, Xxxx. 0
Xxxxxxx, XX 00000
(919)873
(NO CO-LOCATE)
71. Xxxxxxxx, XX 000 0000 X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
(804)359
(NO CO-LOCATE)
72. Rochester, NY 974 0 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
(716)232
73. Xxxxxxx, XX 000 000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
(517)752
74. Salt Lake City, UT 660 0000 X. 000 Xxxxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
(801)978
75. San Antonio, TX 566 000 X. Xxxxx Xxxx,
Xxx Xxxxxxx, XX 00000
(210)225
76. Xxx Xxxxxxxxx, XX 000 000 0xx Xx, Xxxxx Xxxxxxxx #00
Xxx Xxxxxxxxx, XX 00000
(415)908
77. Xx. Xxxxx, XX 000 000 Xxxxxx, Xxxxx 000
Xx. Xxxxx, XX 00000
(314)436
78. Xxxxxxxx, XX 000 00 Xxxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
(203)324
79. Xxxxxxxx, XX 000 000 X. Xxxxxx Xxxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(315)472
80. Xxxxxxxxxxx, XX 000 0000 Xxx Xxxx
Xxxxxxxxxxx, XX 00000
(850)574
81. Xxxxx, XX 000 0000 Xxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
(813)623)
82. Toledo, OH 326 000 X. Xxxx Xxxxxx
Xxxxxx, XX 00000
(419)255
83. Tucson, AZ 000 Xxxx xx Xxxxxxx Xxxxx, #0000-0000
00 X. Xxxxx
Xxxxxx, XX 00000
(520)792
84. Tulsa, OK 538 Xxxxxxx'x Center
00 X. 0xx Xxxxxx
Xxxxx, XX 00000
(918)582
85. Tulsa, OK 538 00000 X. Xxxxxxx Xxxxx
Xxxxx, XX 00000
(918)234
86. Xxxx, XX 000 000 X. 00xx Xxxxxx,
Xxxx, XX 00000
(254)754
87. Washington, D.C. 236 0000 X. Xxxxxx
0xx xxxxx
Xxxxxxxxxx, X.X. 00000
(202)833
* All Private Line Service is subject to availability
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit D, Page 3
Exhibit D - On-Net City Listing for OC Product *
Last updated Thursday, March 2, 2000
Location LATA Address/(NPA)NXX
1. Atlanta, GA 438 55 Marietta Street, Suite 0000
Xxxx Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
(404)522
2. Xxxxxxx, XX 000 0000 Xxxx Xxxx
Xxxxxxx Xxxx, XX 00000
(404)762
3. Albany, NY 134 00 Xxxxxxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
(518)426
4. Xxxxxx, XX 000 00000 X. 0xx Xxx.
Xxxxxx, XX 00000-0000
(720)859
5. Austin, TX 558 000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
(512)320
6. Xxxxxxxxxxx, XX 000 0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxxx, XX 00000
(805)323
7. Xxxxxxxxx, XX 000 000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(410)752
8. Xxxxx Xxxxx, XX 000 000 Xxxxx Xxxx
Xxx Xxxx Xxxxx
Xxxxx Xxxxx, XX 00000
(504)343\
(NO CO-LOCATE)
9. Xxxxxxxxxx, XX 000 0000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
(205)251
(NO CO-LOCATE)
10. Xxxxxx, XX 000 000 Xxxxxxxx
Xxxxxx, XX 00000-0000
(617)426
(NO CO-LOCATE)
11. Buffalo, NY 140 000 Xxxx Xxxxxx Xxxxx 000
Xxxxxxx, XX 00000
(716)854
12. Xxxxxxxxx, XX 000 000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(704)347
(NO CO-LOCATE)
13. Chicago, IL 000 Xxxxx Xxxxx
000 Xxxxx Xxxxxxxx Xxx. #000
Xxxxxxx, XX 00000
(312)240
14. Xxxxxxxxxx, XX 000 0000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(513)721
15. Xxxxxxxxx, XX 000 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
(216)771
16. Columbus, OH 324 000 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
(614)298
17. Dallas-Electra 552 0000 X. Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
(214)954
18. Xxxxxx, XX 000 000 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
(513)461
19. Detroit, MI 340 0000 Xxxxxxx
Xxxxxxx, XX 00000
(313)961
20. Xxxx Xxxxx, XX 000 0000 X. 0xx Xxxxxx
Xx. Xxxxx, XX 00000
(817)870
21. Fresno, CA 728 000 X. Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
(559)447
22. Xxxxxxxxxx, XX 000 000 Xxxxx Xxxxx Xxxx
Xxxx. X
Xxxxxxxxxx, XX 00000
(336)275
(NO CO-LOCATE)
23. Hayward, CA 722 00000 Xxxxxxxxxxx Xxx.
Xxxxxxx, XX 00000
(510) 259
24. Xxxxxxx, XX 000 000 X. Xxxx Xxxxxx,
Xxxxxxx, XX 00000
(713)224
25. Xxxxxxx, XX 000 000 X. Xxxxxx Xxxx
Xxxxxxx, XX 00000-0000
(281)444
26. Indianapolis, IN 336 Indy Tel-Com Center
000 Xxxxxxxx Xxx., Xxxxx 0
Xxxxxxxxxxxx, XX 00000
(317)632
27. Xxxxxxx, XX 000 000 X. Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(601)355
(NO CO-LOCATE)
28. Jacksonville, FL 452 0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
(904)353
29. Xxxxxx Xxxx, XX 000 0000 Xxxxxxxx Xxx.
Xxxxxx Xxxx, XX 00000
(816)421
30. Las Vegas, NV 721 0000 Xxxx Xxxxxx Xxx.
Xxxxxx 0 & 00
Xxx Xxxxx, XX 00000
(702)432
31. Los Angeles, CA 730 One Wilshire
000 X. Xxxxx Xxxxx 0000
Xxx Xxxxxxx, XX 00000
(213)689
32. Miami, FL 460 00000 XX Xxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
(305)885
33. Xxx Xxxxx, XX 000 000 Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
(203)777
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit D, Page 4
Location LATA Address/(NPA)NXX
34. New Orleans, LA 490 One Poydras Xxxxx
Xxxxxxx Xxxx.
000 Xxxxxx
Xxx Xxxxxxx, XX 00000
(504)529
(NO CO-LOCATE)
35. New York, NY 000 Xxxxxxx Xxxxx Xxxx.
00 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
(212)464
36. Xxxxxx, XX 000 000 Xxxxxxxxxxx Xxxx
Xxxxxx, XX 00000-0000
(302)283
37. Xxxxxx, XX 000 Macy's Building
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
(973)297
38. Xxxx.Xxxx, OK 536 0000 Xxxx Xxxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
(405)232
39. Xxxxxxx, XX 000 0000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(407)859
40. Palmdale, CA 730 00000 0xx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
(805)266
41. Philadelphia, PA 228 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
(215)992
42. Xxxxxxx, XX 000 0000 X. Xxxxxxx, Xxxxx X00
Xxxxxxx, XX 00000
(602)238
43. Xxxxxxxx, XX 000 000 XX Xxxxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxx, XX 00000
(503)224
44. Xxxxxxxxxx, XX 000 000 Xxxxxxxxx Xxxxxx
0xx xxxxx
Xxxxxxxxxx, XX 00000
(401)454
45. Raleigh, NC 426 0000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxx. 0
Xxxxxxx, XX 00000
(919)873
(NO CO-LOCATE)
46. Xxxxxxxx, XX 000 0000 X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
(804)359
(NO CO-LOCATE)
47. Rochester, NY 974 0 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
(716)232
48. Salt Lake City, UT 660 0000 X. 000 Xxxxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
(801)978
49. San Antonio, TX 566 000 X. Xxxxx Xxxx,
Xxx Xxxxxxx, XX 00000
(210)225
50. Xxx Xxxxxxxxx, XX 000 000 0xx Xx, Xxxxx Xxxxxxxx #00
Xxx Xxxxxxxxx, XX 00000
(415)908
51. Xx. Xxxxx, XX 000 000 Xxxxxx, Xxxxx 000
Xx. Xxxxx, XX 00000
(314)436
52. Xxxxxxxx, XX 000 00 Xxxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
(203)324
53. Xxxxxxxx, XX 000 000 X. Xxxxxx Xxxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(315)472
54. Xxxxxxxxxxx, XX 000 0000 Xxx Xxxx
Xxxxxxxxxxx, XX 00000
(813)612
55. Xxxxx, XX 000 0000 Xxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
(IN PROGRESS)
56. Toledo, OH 326 000 X. Xxxx Xxxxxx
Xxxxxx, XX 00000
(419)255
57. Tulsa, OK 538 00000 X. Xxxxxxx Xxxxx
Xxxxx, XX 00000
(918)234
58. Washington, D.C. 236 0000 X. Xxxxxx, 0xx xxxxx
Xxxxxxxxxx X.X. 00000
(202)296
* All OC-X service is subject to availability.
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit D, Page 5
Exhibit E - Outage Policy
1. Service Level Objectives
Broadwing will make commercially reasonable efforts to meet the Service
Levels set forth in the attached performance specifications. This attachment
sets forth the credits that customer will receive if the Service Levels are not
met, in addition to those rights and remedies available under the Agreement. If
an outage is caused by a Force Majeure event, including but not limited to
events described in Section 24 of the Master Service Agreement Terms and
Conditions or any other event outside Supplier's control, Customer shall be
relieved of its obligation to pay for that portion of the facilities affected
for the period of such failure of performance, and Supplier shall use its best
efforts to restore Service as promptly as possible after the interruption.
2. Allowance for Service Outage Periods
(a) A Circuit shall be deemed to be in an outage condition if, while Customer is
using or attempting to use such Circuit, such Circuit loses continuity, becomes
unavailable or fails to comply with the applicable specifications for such
Circuit. An outage period begins when a report is made to Broadwing's Network
Control Center from Customer by telephone that Service has been impaired, lost
or interrupted. If time lapses between the time an actual outage occurs and the
time Customer reports such outage, Broadwing shall allow the credit outage
calculation to commence up to one (1) hour prior to the point of Customer's
report of that outage to Broadwing; in extreme cases (severe outages) or during
off-hours where notification cannot be made immediately, the credit start point
shall be reviewed between Broadwing and Customer on an individual case basis. In
any instance, Broadwing reserves the right to review an outage credit request
which is outside the normal parameters. Customer must agree that such Circuit is
released for repair by Broadwing or its agent. An outage period ends when the
Circuit is restored. Broadwing will notify customer by telephone and Customer
will confirm that Service has been restored; provided, however, that if in fact
the Circuit is restored, any additional time necessary for Customer's
confirmation shall not operate to extend the calculation of the outage period
hereunder.
(b) A credit for each outage period shall be allowed and calculated as
follows:
--------------------------------------------------------------------------------
Outage Credit Schedule - DS-X and OC-X Protected (1+1) Circuits
--------------------------------------------------------------------------------
Level 0 Outage 0 to less than 10 minutes = No credit
Xxxxx 0 Xxxxxx 00 to less than 30 minutes = 1 hour credit
Level 2 Outage 30 to less than 60 minutes = 4 hours credit
Level 3 Outage 60 to less than 4 hours = 8 hours credit
Level 4 Outage 4 to less than 8 hours = 24 hours credit
Level 5 Outage 8 to less than 24 hours = 2 days credit
Level 6 Outage 24 hours + = Actual plus 2 days credit
Two events of level 1 or greater outage in a Month = double credit
Three or more events of Outage in a Month = triple credit
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Outage Credit Schedule - OC-12c and OC-48c Unprotected (1+0) Circuits
--------------------------------------------------------------------------------
Level 0 Outage 0 to less than 30 minutes = No credit
Xxxxx 0 Xxxxxx 00 to less than 60 minutes = 4 hours credit
Level 2 Outage 60 to less than 4 hours = 8 hours credit
Level 3 Outage 4 to less than 8 hours = 24 hours credit
Level 4 Outage 8 to less than 24 hours = 2 days credit
Level 5 Outage 24 hours + = Actual plus 2 days credit
Two events of level 1 or greater outage in a Month = double credit
Three or more events of Outage in a Month = triple credit
--------------------------------------------------------------------------------
(i) No credit shall be allowed with respect to any period during
which Customer fails to afford access to any facilities provided by Broadwing
for the purpose of investigating and correcting an interruption to Service.
(ii) The Monthly Lease Rates used to determine any credit hereunder
shall be the then current Monthly Lease Rates being assessed.
Broadwing - Proprietary 06/27/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit E, Page 1
(iii) In no event shall any credit be allowed hereunder (1) in
excess of the then current Monthly Lease Rate for the applicable Circuit or (2)
with respect to any Circuit for which Customer (i) fails to make or (ii) is
excused from making any payment because of operation of law or any other reason.
(c) Calculations of credits shall be based upon Broadwing's Network
Control Center Log maintained in Broadwing's Network Control Center. Customer
shall have the right to contest any calculations of credits for a period of one
hundred and eighty days after the occurrence of an outage or alleged outage.
(d) No credit allowance will be made for outage periods:
(i) Caused directly or indirectly by the acts or omissions of
Customer;
(ii) Caused by the failure of equipment or systems provided by
Customer or any third party (not under the direction or control of Broadwing),
including any provider of local access service to Broadwing contracted for, by,
or on behalf of Customer (in such case, Broadwing will coordinate with such
local access service provider to cure such failure as quickly as practicable);
(iii) Occurring with respect to a Circuit released by Customer to
Broadwing to perform maintenance, to make rearrangements at the direction of
Customer, or to implement an order from Customer for a change in the Circuit; or
(iv) Occurring with respect to a Circuit which Customer, upon notice
from Broadwing, elects not to release for testing or repair and continues to use
on an impaired basis.
(e) The credits and cancellation of the circuit in the case of chronic
outage problem provided for hereunder shall be Broadwing's sole liability and
Customer's sole remedies in the event of any outage periods or interruption of
Service.
(f) In the event Broadwing determines it is necessary to interrupt Service
on a Circuit for maintenance, Broadwing shall give Customer prior written
notice. Broadwing will use its best efforts to schedule such Service
interruptions on weekends between midnight and 3:00 a.m. Credits will not be
allowed with respect to such Service interruptions if Broadwing has notified
Customer in accordance with this paragraph.
(g) Any credit(s) issued to Customer according to the terms and conditions
herein shall be counted toward Customer's Total Revenue Commitment as defined in
Section 4 of the Private Line Service Supplement.
Broadwing - Proprietary 06/27/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit E, Page 2
Exhibit F - Standard Intervals and Service Descriptions / Facility Order Policy
/ Disconnect Intervals
[LOGO] Broadwing
Standard Intervals and Service Descriptions
Service Description * Business Days
------------------- -------------
DS-1 On-Net 11
Broadwing Network, POP-to-POP
DS-3 On-Net 11
Broadwing Network, POP-to-POP
OC-X On-Net ICB
DS-1 On-Net with local loop cross-connect ** 24
Broadwing ordered local access loop Add 5
DS-3 On-Net with local loop cross-connect ** 24
Broadwing ordered local access loop Add 5
LOA / CFA On-Net 3
Broadwing POP
CFA provided for existing CAP or LEC local access provider
LOA / CFA Off-Net 10
Cross-Connect On-Net 5
After receipt of valid DLR
Cross-Connect Off-Net 7
After receipt of valid DLR
DS-1 Off-Net ICB
DS-3 Off-Net ICB
OC-X Off-Net ICB
* All intervals are expressed in business days and assume facilities are
available.
** Local loop vendor's DLR must be provided to Broadwing five (5) days before
circuit due date.
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit F, Page 1
DS-1 (On-Net)
This service provides DS-1 facility from one Broadwing Point-of-Presence (POP)
to another Broadwing POP. This service interval does not include Broadwing
ordering local access loops nor does it provide for Broadwing ordering or
performing cross connects for Customer provided local access loops. This service
is primarily intended for customers that have equipment collocated within the
Broadwing POP.
DS-3 (On-Net)
This service provides DS-3 facility from one Broadwing POP to another Broadwing
POP. This service interval does not include Broadwing ordering local access
loops nor does it provide for Broadwing ordering or performing cross connects
for Customer-ordered local access loops. This service is primarily intended for
customers that have equipment collocated within the Broadwing POP.
OC-X (On-Net)
This service provides OC-X facility from one Broadwing POP to another Broadwing
POP. This service interval does not include Broadwing ordering local access
loops nor does it provide for Broadwing ordering or performing cross connects
for Customer-ordered local access loops. This service is primarily intended for
customers that have equipment collocated within the Broadwing POP.
DS-1 (On-Net with local access loop LOA/CFA )
This service provides DS-1 facility from one Broadwing POP to another Broadwing
POP. This service interval includes Broadwing providing Letter of Agency (LOA)
and Carrier Facility Assignment (CFA) for Customer-ordered local access loops.
This service interval also provides for Broadwing performing the cross-connect
between the long haul transport and the local access provider. Customer must
provide local access loop Design Layout Record (DLR) five (5) days before the
circuit Due Date.
DS-3 (On-Net with local access loop LOA/CFA )
This service provides DS-3 facility from one Broadwing POP to another Broadwing
POP. This service interval includes Broadwing providing Letter of Agency (LOA)
and Carrier Facility Assignment (CFA) for Customer-ordered local access loops.
This service interval also provides for Broadwing performing the cross-connect
between the long haul transport and the local access provider. Customer must
provide local access loop DLR five (5) days before the circuit Due Date.
OC-X (On-Net with local access loop LOA/CFA )
This service provides OC-X facility from one Broadwing POP to another Broadwing
POP. This service interval includes Broadwing providing Letter of Agency (LOA)
and Carrier Facility Assignment (CFA) for Customer-ordered local access loops.
This service interval also provides for Broadwing performing the cross-connect
between the long haul transport and the local access provider. Customer must
provide local access loop DLR five (5) days before the circuit Due Date.
LOA / CFA
This service provides Customer with a Letter of Agency (LOA) and Carrier
Facility Assignment (CFA) to order its own local access loops into Broadwing POP
locations. Local access loops are provided using Broadwing approved CAP or LEC
interconnecting facilities. Customer must provide local access loop DLR five (5)
days before the circuit Due Date.
Cross-Connect (On-Net)
This service provides for Broadwing to perform cross connects between Customer's
collocated equipment and a local access provider. CFA and a copy of the local
access providers DLR (if applicable) must be provided at the time the order is
placed. Customer must provide local access loop DLR five (5) days before the
circuit Due Date.
Cross-Connect (Off-Net)
This service provides for Broadwing ordering a cross-connect with a third party
vendor. Typically this service is required when Broadwing has provided Customer
with a multiplexed hubbing arrangement at an Off-Net or LEC location.
DS-1 (Off-Net)
This service provides DS-1 facility from one Broadwing POP to another vendor's
location.
DS-3 (Off-Net)
This service provides DS-3 facility from one Broadwing POP to another vendor's
location.
OC-X (Off-Net)
This service provides OC-X facility from one Broadwing POP to another vendor's
location.
Disconnect Intervals and Policy
Broadwing requires written notification when services are requested to be
disconnected. The interval for billing to stop is thirty (30) calendar days. If
your company placed orders for end loops you must disconnect with the LEC or CAP
who is providing those loops and provide Broadwing with a copy of your Firm
Order Confirmation (FOC) or written confirmation. The interval for billing to
stop will begin by the requested disconnect date, provided Broadwing has
received the LEC or CAP FOC - or LEC or CAP written confirmation in lieu FOC -
at least five (5) days prior to the requested disconnect date. If Broadwing
placed the orders for end loops the interval will start from the date of your
notification. If the contract term has not been met billing will continue until
the term date expires.
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit F, Page 2
Exhibit G - Escalation List, Private Line Services
[LOGO] Broadwing
Broadwing Communications Services, Inc.
0000 Xxxxx Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
(000) 000-0000 / (000) 000-0000
DS-X PRODUCTS
NETWORK MAINTENANCE CENTER
24-hour operations, 7 days a week
(000) 000-0000 or (000) 000-0000
Fax (000) 000-0000
Xxxxx Xxxxxx, Supervisor - Network Maintenance Center
(000) 000-0000
Xxxxx Xxxxxxx, Manger - Network Maintenance Center
(000) 000-0000
Xxxx Xxxxxxxxx, Xx. Manager - Network Maintenance Center
(000) 000-0000
Xxx Xxxxxxxxxx, Director - Network Operations Center
(000) 000-0000
Xx XxXxxx, Vice President - Network Operations Center
(000) 000-0000 or contact through NOC
F. Xxxxxxx Xxxxx, Vice President - Operations
(000) 000-0000 or contact through NOC
OC-X PRODUCTS
NETWORK CONTROL CENTER
24-hour operations, 7 days a week
(000) 000-0000 or (000) 000-0000 or (000) 000-0000
Fax (000) 000-0000
Xxxxxx Xxxxxx, Xxxxx Xxxxx or Xxxx Xxxxxxx, Supervisors - Network Control Center
(000) 000-0000
Xxxxx Xxxxxxx, Manger - Network Control Center
(000) 000-0000
Xxx Xxxxxxxxxx, Xx. Manager - Network Operations Center
(000) 000-0000
Xxx Xxxxxxxxxx, Director - Network Operations Center
(000) 000-0000
Xx XxXxxx, Vice President - Network Operations Center
(000) 000-0000 or contact through NOC
F. Xxxxxxx Xxxxx, Vice President - Operations
(000) 000-0000 or contact through NOC
Broadwing - Proprietary 06/13/00
Broadwing Contract No. 10029 Private Line Supplement Exhibit G
