Exhibit 10.8
[NORTEL NETWORKS LOGO] TRITON PCS, INC.
GSM/GPRS SUPPLEMENT TO THE PURCHASE AND LICENSE AGREEMENT DATED MAY 16, 2002
The terms and conditions provided in this Supplement ("Supplement") are in
addition to those contained in the Purchase and License Agreement dated May 16,
2002 and will apply solely to the provision of the Products specified in this
Supplement during the term.
1. TERM
Unless otherwise terminated in accordance with the terms hereof, this Supplement
will commence on May 16, 2002 and terminate three (3) years therefrom ("Term").
2. DEFINITIONS
As used in this GPRS Supplement, the following capitalized terms shall have the
following meanings:
a) "Acceptance" shall mean the point at which all acceptance testing
has been successfully completed in accordance with the Validation
Tests set out in Schedule C-4 to this GSM/GPRS Supplement with a
service ready Triton PCS market. Triton PCS may not postpone
Acceptance due to any deficiencies not attributable to Nortel
Networks.
b) "Data Center" shall mean the geographic location where a subset of
the Third Generation Core Networks Products reside.
c) "GSM/GPRS Nodes" shall mean the MSC, HLR, Tri-Node, GGSN, SGSN, IWF,
SIG, OMC-D, OMC-S
d) "GSM/GPRS Access Elements" shall mean the BSC, TCU, PCUSN, BTS,
OMC-R
e) "Mobile Switching Service Center" or "MSC" shall mean the Third
Generation Core Network Product which provides switching for GSM
1900. It supports the Visitor Locate Register (VLR), the Gateway MSC
(GMSC) functions, optional Signalling Transfer Point (STP) and
Service Switching Point (SSP) capabilities.
f) "NSS" shall mean the network station subsystem.
g) "NSS/Core Base Software Release" shall mean all Base features that
Nortel has made commercially available, all features required by
regulatory bodies as of the date of initial deployment of the Third
Generation Core Network and the NSS features noted as included in
the NSS Software Table.
h) "Third Generation Core Network" shall mean the equipment and
services for the NSS for GSM
i) "Validation" shall mean the point at which Nortel Networks has
completed Installation and Commissioning of GSM/GPRS Nodes or
GSM/GPRS Access Elements and at which all testing has been
successfully completed in accordance with the Validation Tests set
out in Schedule C-4 in a pre-integration test environment. Such
GSM/GPRS Nodes or Access Elements are then ready for integration
into the Triton PCS network.
3. SCOPE / COMMITMENT / RESPONSIBILITIES OF THE PARTIES
During the Term, Triton PCS may purchase Nortel Equipment and Services for the
GSM/GPRS/EDGE and UMTS Third Generation Network at the prices set out in
Schedule A-1 to this GPRS Supplement, except for items identified in Schedule A
as excluded ("Excluded Items"). During 2002, Triton PCS agrees to purchase
Nortel Equipment and Services for the GSM/GPRS/EDGE and UMTS Third Generation
Network at the prices and quantities set out in Schedule A-2 to this GPRS
Supplement. Responsibilities of the parties are set out in Schedule B and C to
this GPRS Supplement.
5. CHARGES AND PAYMENT
Nortel shall invoice Triton PCS in accordance with the following schedule:
*****% of Order price upon Delivery of Products to the specified Triton
PCS delivery site.
*****% of Order price upon Validation of Products.
*****% of Order price thirty (30) days after Acceptance of Products.
6. WARRANTY
In the event Nortel Networks, during the applicable warranty period, fails to
repair or replace defective Hardware or to correct a defect in the Software that
materially and adversely affects the operation of the Software within thirty
(30) days of being notified of such defect, or if such repair, replacement or
correction is not capable of being completed within such thirty (30) day period
and Nortel Networks fails thereafter to diligently and continuously pursue such
repair, replacement and/or correction and to ultimately complete such repair,
replacement and/or correction within 60 days after being notified of such
defect, then Triton PCS shall be entitled, as its sole and exclusive remedy, to
a refund of the price paid for such Hardware and/or the license fees paid for
such Software, upon the return to Nortel Networks of the defective Hardware
and/or the discontinuance of the use of the Software, as the case may be.
For purposes of this GPRS Supplement, the warranty period for
SA-MSC/SA-HLR/Tri-Node/T1's/MMU's/XA-Core and BSC/TCU/BTS shall be ***** from
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
[NORTEL NETWORKS LOGO] TRITON PCS, INC.
GSM/GPRS SUPPLEMENT TO THE PURCHASE AND LICENSE AGREEMENT DATED MAY 16, 2002
Acceptance and the warranty period for other Hardware and Software and
Installation Services shall be ***** Acceptance. The warranty period for all
other Services shall be ***** from completion of the Service.
7. CONTINGENCY
*****
8. With respect to the Products and Services purchased by Triton PCS hereunder,
Nortel Networks will, at no additional charge to Triton PCS, provide shipping,
installation, integration and initial optimization in accordance with Schedules
B and C.
9. Late Delivery Fees. With respect to any Order which is forecasted in
accordance with Schedule B for which the required delivery schedule is within
the standard delivery intervals set out in Schedule B, and which is accepted by
Nortel Networks for GSM/GPRS Products under the terms of this Agreement, in the
event Nortel Networks fails to deliver the Products by the time set forth in
such Order, Nortel Networks agrees to credit Triton PCS, as late delivery fees,
an amount equal to ***** percent (*****%) of the price of the delayed Products,
per week, for each full week such GSM/GPRS Product is delayed, up to a maximum
of ***** percent (*****%) of the price of such Products ("Late Delivery Fees").
Payment of Late Delivery Fees shall be Triton PCS's sole remedy and Nortel
Networks sole liability with respect to delayed delivery of Products under this
Agreement. A percentage of the total amount of the late delivery fees accrued
with respect to a delayed Product shall be applied as a credit so as to reduce
the amount due and payable under each invoice issued for such delayed Product,
where the applicable percentage shall be the same as the percentage of the Order
price due and payable under that invoice pursuant to Section 5.
Notwithstanding the foregoing, the late delivery fees set forth in this Section
do not apply to the following circumstances, but only in the event, and to the
extent, that the delay is attributable to any act or omission of Triton PCS or
third parties under Triton PCS control (including, without limitation, its
agents, subcontractors or vendors (other than Nortel Networks)), or force
majeure events.
9. INTEROPERABILITY
It is the parties' intent and expectation that the Products provided by Nortel
Networks to Triton PCS hereunder will conform to the applicable industry
standards for GSM and GPRS to the extent such standards are identified in Nortel
Networks specifications (the "Standards") and will interoperate with third-party
products used by Triton PCS in its GSM/GPRS/EDGE/UMTS network that conform to
the Standards. In the event that during the term of this Supplement, any Product
provided by Nortel Networks to Triton PCS hereunder fails to interoperate with
any such third-party product as a result of such Nortel Networks Product's
failure to conform to the Standards, Nortel Networks and Triton PCS will work
together in good faith to resolve any such interoperability issue, which
resolution may include, without limitation, Nortel Networks' provision of an
interface to Triton PCS to enable the Nortel Networks Product to interoperate
with such third-party product, at no additional charge to Triton PCS.
TRITON PCS EQUIPMENT COMPANY L.L.C.
BY: TRITON MANAGEMENT COMPANY, INC., ITS MANAGER
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------------
Title: EVP & CFO
--------------------------------------
Address: 0000 Xxxxxxx Xx., Xxxxxx XX 00000
--------------------------------------
Date: 5/14/02
--------------------------------------
NORTEL NETWORKS INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Vice President
--------------------------------------
Address: 0000 000xx Xxx. XX, Xxxxx 000
--------------------------------------
Date: 5/16/02
--------------------------------------
Xxxxxxxx, XX 00000
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
SCHEDULE A
PRODUCT/SERVICE PRICING
1.0 PRODUCT MODIFICATIONS
Nortel Networks may, at its discretion, implement changes in the
Products, modify the drawings and specifications relating thereto, or
substitute Products of more recent design; provided, however, that any
such changes, modifications or substitutions, shall not materially and
adversely affect performance or operation of the System furnished by
Nortel Networks under this Agreement. Nortel Networks agrees to provide
Triton PCS with notice of such Product Modifications and the technical
documentation related thereto.
2.0 CORE NETWORK ELEMENT PRICING
2.1 Pricing/Volumes. The price shall be as set forth in this Section 2 for
all Core Network Elements and BSS Products required by Triton PCS
during the term of the Agreement.
2.1.1 CORE NETWORK ELEMENTS
Element Spares E/F/I Description Price
------- ------ ----- ----------- -----
GSM Core Elements
-----------------
TRINODE MSC/HLR/STP Inc Inc SNSE XA-Core Tri-Node w/OMCS $ *****
*****
*****
MSC STAND ALONE Inc Inc Super Node XA-Core, Stand-Alone MSC $ *****
*****
*****
HLR STAND ALONE Inc Inc SNSE XA-Core Stand-Alone w/OMC-S $ *****
*****
*****
XA-CORE PE Inc Inc Rhino Processor Element $ ***** Per
***** Processor
XA-CORE PE Inc Inc Atlas Processor Element $ ***** Per
***** Processor
TRUNKING Inc Inc Per T1/E1 Trunk $ ***** Per T1
*****
MMU-FLPP INCREMENT (SN-MSC ONLY) Inc Inc Mobility Management Unit & SS7 growth $ ***** Per-MMU
***** $ ***** Total
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
TRI-NODE LPP GROWTH PACKAGE Inc Inc Optional Pacakge Supporting SS7 Growth
***** $ ***** Total
TRI-NODE ENET UPGRADE PACKAGE Inc Inc Optional Package for more than 240 T1's
***** $ *****
CIPC W/NETWORK DESIGN Inc Inc CALEA Interface Provisioning Center
(server) $ *****
GPRS CORE ELEMENTS
------------------
SGSN (2,2,2) Inc Inc Model Pass Port VSS (GPRS-4.0) $ *****
*****
GGSN (SMALL) Inc Inc Model Shasta BSN-5000 (GPRS-4.0) $ *****
*****
*****
GGSN (LARGE) Inc Inc Model Shasta BSN-5000 (GPRS-4.0) $ *****
*****
*****
CSD-IWF (24-PORT) Inc Inc Circuit Switched Data-Interworking
Function $ *****
*****
SIG Inc Inc SS7-IP Gateway GPRS 4.0 $ *****
*****
OSS ELEMENTS
------------
OSS PLATFORM FOR GPRS NETWORK, Inc Base OMC-D for GPRS 4.0 w/PPR $ *****
*****
OSS PLATFORM FOR BSS NETWORK Inc Inc ***** NA $ *****
OSS PLATFORM FOR BSS NETWORK Inc Inc ***** NA $ *****
BSS Hardware wo/Software w/Software
------------ ----------- ----------
BSC-e3000 Inc 3000 Elangs $ *****
*****
BSC-e1500 Inc 0000 Xxxxxxx $ *****
*****
BSC-e600 Inc 000 Xxxxxxx $ *****
*****
TCU-e3000 Inc 0000 Xxxxxx $ *****
*****
TCU-e1500 Inc 0000 Xxxxxxx $ *****
*****
TCU-e600 Inc 000 Xxxxxxx $ *****
*****
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
PCUSN 24/12 Inc Model Pass Port 7K $ *****
*****
PCUSN 24/8 Inc Model Pass Port 7K $ *****
*****
PCUSN 12/4 Inc Model Pass Port 7K $ *****
*****
Cell Xxxx XX/SW/EFI HW/SW
---------- --------- -----
eCell (O2) Inc eCell $ ***** $ *****
BTS-Indoor (S111) Inc S8000 $ ***** $ *****
BTS-Outdoor (S111) Inc S8000 $ ***** $ *****
Single Radio (DRX) Inc Additional Single Radio's $ $ *****
BTS Spares Kit NA NA Recommended 1 per 25 to 30 $ *****
BSC-TCU Spares Kit NA NA Recommended 1 Per Market $ *****
PCUSN Spares Kit NA NA Recommended 1 Per Market $ *****
Software
--------
BSS Software GSM SW, Per Radio, New or Upgrade NA $ *****
BSS Software GPRS SW, Per Radio, New or Upgrade NA $ *****
BSS Software Edge SW, Per Radio, New or Upgrade NA $ *****
NSS Software (Per Node) Nodes = SA-MSC, SA-HLR, Tri-Node, SGSN, GGSN NA $ *****
NSS Optional Features "Per Sub,
Buy Out" "This is in addition to the Base SW Price" NA $ *****
GSM ESP Pricing
---------------
SA-MSC/SA-HLR/Tri-Node/T1's/MMU's/XA-Core ***** % of Listed Price before any applicable discount
SGSN/GGSN/SIG/Preside/PCUSN ***** % of Listed Price before any applicable discount
BSC/TCU/BTS ***** % of Listed Price before any applicable discount
2.1.4 The Core Network Element offering, as applicable, includes the following
Equipment and Services:
INCLUDED, AS REQUIRED:
- Items listed in the Core Network Element pricing table above
- Initial Base Software for NSS/Core
- NSS/Core Installation, Commissioning and Integration Testing
- Upon initial Installation:
- Network Design and Engineering
- Database Engineering
- Project Management
- Freight (to installation site)
- Nortel Networks recommended Hardware spares
- Documentation
- One (1) year TAS and Repair and Return
- Rebalancing of equipment to accommodate network growth (database
engineering)
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
2.1.5 Each BSS offering, as applicable, includes the following Equipment and
Services:
INCLUDED, AS REQUIRED:
- Items listed in the Area A and B BSS pricing tables above
- Base Software for BSS
- BSS Installation, Commissioning and Testing.
- Project Management.
- Freight (to installation site)
- Documentation.
- One (1) year TAS and Repair and Return.
2.3 GSM/GPRS NETWORK ELEMENTS
2.3.1 TRI-NODE MSC
The Tri-Node is based on the Nortel Networks DMS Platform. The Tri-Node
will consist of the following cabinets:
The Tri-Node Base Model available at launch is configured with XA Core
1+1. NOTE: Each extension must include a minimum of ***** T1s.
Tri-Node Description Quantity
-------------------- --------
SNSX 1+1 WITH 5 MEMORY CARDS, 8K ENET *****
-LIU7 (Channelized) 8-Meg *****
-XXX0 (X.00 incl cable) 8-Meg *****
-EIU *****
-NIU *****
LPP *****
SDMFT 512 MEG, Incl spares *****
CPDC *****
CMSS *****
MCAM III with Circuits *****
MCAM3 Power Only *****
MSC Cables *****
MSC Miscellaneous Hardware *****
SNXA System Spares *****
MSC Map *****
2.3.2 MSC
The MSC is based on the Nortel Networks DMS Platform. The MSC will
consist of the following cabinets:
The MSC Base Model available at launch is configured with XA Core 1+1.
NOTE: Each T1 extension package must include a minimum of ***** T1s.
NOTE: First MMU/SS7 increment is *****, subsequent increments are
*****.
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
DESCRIPTION QUANTITY
----------- --------
XA Core (1+1) *****
ENET Cabinets *****
-8K to 16K increment *****
LPP *****
LIU7 (channel-ized) *****
LIU7 (V.35) *****
NIU *****
EIU *****
SDM *****
CPDC *****
MCSS *****
MCAM3 w/circuits *****
MSC Cabling *****
MSC Misc H/W *****
DPCC (XA) Spares *****
MSC Spares *****
MSC Map *****
2.3.3 HLR
The HLR is based on the Nortel Networks DMS Platform. The HLR will
consist of the following cabinets:
The HLR Base Model available at launch is configured with XA Core 1+1.
HLR DESCRIPTION QUANTITY
--------------- --------
SNSX 1+1 WITH 5 MEMORY CARDS, 8K ENET *****
CCS7 Server *****
-XXX0 (X.00 incl cable) *****
-LIU7 (Channelized) *****
-EIU *****
LPP *****
SDM 512MB (incl spares) *****
CPDC *****
CMSS *****
MCAM III with Circuits *****
HLR Cabling *****
HLR Miscellaneous Hardware *****
SNXA System Spares *****
HLR Map *****
2.3.4 SGSN PLATFORM
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
The SGSN is based on the Nortel Networks Passport Platform consisting
of ***** and ***** shelf. The SGSN will consist of the following
hardware:
---------------------------------------------------------------
DESCRIPTION QUANTITY PER SGSN
(SMALL MODEL)
---------------------------------------------------------------
---------------------------------------------------------------
PP15000-VSS Frame -- Base System
Package *****
---------------------------------------------------------------
Control Processor (CP2) *****
---------------------------------------------------------------
Control Processor (CP3) *****
---------------------------------------------------------------
DC Power Supply Assembly *****
---------------------------------------------------------------
2 Port OC-3 FP (Intershelf on PP8K) *****
---------------------------------------------------------------
4 Port OC-3 MM FP (Intershelf on PP15K) *****
---------------------------------------------------------------
56Gbps Fabric Module *****
---------------------------------------------------------------
Alarm/BITS DS1 Module *****
---------------------------------------------------------------
2 Port 100Base T Ethernet *****
---------------------------------------------------------------
2 Port OC-3 FP (Inter-shelf on PP8K) *****
---------------------------------------------------------------
4 Port OC-3 MM FP (Inter-shelf on PP15K) *****
---------------------------------------------------------------
Wireless Packet Data Server (WPDS, GSD *****
---------------------------------------------------------------
Dual Port General Processor with disk (GSC *****
---------------------------------------------------------------
32 Port MSA DS1 (GTL) *****
---------------------------------------------------------------
MSA32 Term Panel -- RJ45/RJ48C (GTL cap *****
---------------------------------------------------------------
MSA32 8 X T1 15m Fan out Cable (GTL cap *****
---------------------------------------------------------------
Frame Relay Feature Set (per MSA32, Softw *****
---------------------------------------------------------------
Blank Faceplate for PP8K *****
---------------------------------------------------------------
Blank Faceplate for PP15K *****
---------------------------------------------------------------
Duplex cable, SC to SC, Multimode, 5 mete *****
---------------------------------------------------------------
PP Anchoring Kit for Zone 4 seismic region *****
---------------------------------------------------------------
Documentation for PP 8K/15K, PCR 2.1 CD *****
---------------------------------------------------------------
2.3.5 GGSN PLATFORM
The GGSN is based on the Nortel Networks Shasta Platform. The GGSN will
consist of the following Hardware: ..
Shasta Model:Small
---------------------------------------------------------------
DESCRIPTION OF COMPONENTS QUANTITY
---------------------------------------------------------------
---------------------------------------------------------------
SHASTA 5000 BSN CHASSIS -- DC POWER *****
---------------------------------------------------------------
CONTROL MANAGEMENT CARD -- 1G *****
---------------------------------------------------------------
8xFE (UTP5) *****
---------------------------------------------------------------
SWITCH FABRIC CARD -- 10G *****
---------------------------------------------------------------
SSC-II + 4XSSM-II W/3DES *****
---------------------------------------------------------------
Slot Cover *****
---------------------------------------------------------------
Shasta Model:Large
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
Description of components Quantity
------------------------- --------
SHASTA 5000 BSN CHASSIS - DC POWER *****
CONTROL MANAGEMENT CARD - 1G *****
4XOC-3 MULTIMODE ATM LINECARD *****
8xFE (UTP5) *****
10G SFC (1+1 Hot Standby) *****
SSC-II+4XSSM-II W/3DES *****
SSC-II+4XSSM-II NO ENC. *****
Slot Cover *****
The above GGSN's do not include Hardware or Software required for
optional Broadband Service Node IP Services on the Shasta platform.
2.3.6 SIG
The SIG is based on a Hewlett Packard 9000 hardware platform. The SIG
configuration consists of the following hardware:
SIG Model:
Description Quantity
----------- --------
Base Package (Based on L Series SIG) *****
-CPUs *****
-TSUs *****
-TSC's (V.35) *****
-TSC's (T1) *****
-SS7 links (active + standby) *****
Spares *****
2.3.7 GPRS OAM PLATFORMS
The GPRS OAM Platform configuration supports the following
functionality:
- Fault Management
- Real Time Performance Management
- Performance Reporting
- Historical Fault
- Configuration Management
-
The configuration of the OAM Platform as engineered for this network
design is as follows:
GPRS OAM Platform Model:
PAGE 9 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
PWI Solution for GPRS
wo/CGF-DNS-DHCP-Radius Quantity
------------------------- --------
Hardware Total
OMCD Server Sunfire 880 *****
PPR Server U10 *****
MDP Server U10 *****
SCS Server *****
OMCD Client E250 *****
PPR Client E250 *****
Network Management SW
Preside Base RTU (Network MGMT) one per network *****
SGSN - per 50k subs - per NE *****
GGSN (100k subs) - per NE *****
Border Gateway *****
SSIG/SS7 Gateway *****
CD&Document
PPR Documentation (NTNM22WAAA+NTNM22WBAA) *****
Preside performance Reporting
PPR RTU *****
SGSN - per 50k subs - per NE *****
GGSN Shasta in GPRS 4 *****
SIG/SS7 Gateway *****
2.4 The Nortel Networks GSM/GPRS Product offering, as applicable, excludes
the following:
EXCLUDED:
- Real estate, Buildings, structures.
- Zoning and Site acquisitions.
- External BTS equipment: towers, antennae, shelters, RF cable
systems.
- Lightning protection/grounding.
- AC and or DC power systems and batteries.
- HVAC systems.
- Fire suppression.
- DSX panels.
- RF Plan, Design, and Engineer.
- RF Network Design and ongoing RF optimization
- Field maintenance
- Alteon web servers
- Shasta BSN IP Services.
- OSS (Other than OMC-D, OMC-R, OMC-S Preside)
- Locations/Presence Servers.
- PBX.
- Billing/Mediation systems other than SDM.
- Tandem & Long DistanceSwitching.
-
- STPs
- Paging systems.
- SMS systems.
- Voice Mail systems.
- External Authentication Centers
- Pre-Paid (Voice and Data)
- GMLC GSM Mobile Location Center
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
- SMLC Serving Mobile Location Center
- NGS Network Gateway Server
- Core Routers
- WAP Servers
- SIP Servers
- Handsets
- Transmission equip: MUX, channel banks, microwave, DACS, echo
cancellers, etc.
- Data backbone: LAN/WAN, ATM/IP/Ethernet
- Extraordinary delivery requirements (helicopters, bulldozers,
cranes)
- Relocation of equipment between buildings
- E911 Phase 2 hardware
- Traffic analysis tools
- AMR
- Camel 1 &2 Hardware
3.0 SOFTWARE
3.1 NSS Software Content
The Table A.1 below identifies licensed Software and features required
by Triton PCS which shall be made available in the Initial NSS Load, at
no additional charge. All off board platforms will be quoted
separately; however, they have been reflected where necessary in Table
A.1 below. All platforms required for feature implementation have also
been reflected.
All features included in the initial load provide the enabling software
for the described features and will be ready for FOA and all remaining
market deployments. The initial load for Triton PCS will be GSM NSS 15
and GPRS 4.0
TABLE A.1
PLATFORMS REQUIRED AND
INCLUDED IN INCLUDED IN NSS/CORE PLATFORMS REQUIRED
SECTION A INITIAL NSS LOAD NOTES SOFTWARE PRICING BUT NOT INCLUDED
--------- ---------------- ----- ---------------- ----------------
AUTHENTICATION YES HLR/MSC/VLR/AC
BARRING ALL INCOMING CALLS YES HLR/MSC/VLR
BARRING ALL OUTGOING CALLS YES HLR/MSC/VLR
CALL PROGRESS YES - TERMINAL
CALL WAITING YES HLR/MSC/VLR
CALL NUMBER PRESENTATION YES HLR/MSC/VLR
CALL NUMBER RESTRICTION YES HLR/MSC/VLR
INTERNATIONAL ROAMING YES HLR/VLR
PERIODIC REGISTRATION YES HLR/VLR
TWO WAY SMS YES HLR/MSC/VLR SMSC
THREE WAY CALLING YES HLR/MSC/VLR
VOICEMAIL YES HLR/MSC/VLR VMS
911 SUPPORTED WITHOUT SIM YES MSC
CALL FORWARDING YES HLR/MSC/VLR
MWI YES HLR/MSC/VLR SMSC
SUBSCRIBER IDENTIFIER YES HLR
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
TERMINAL IDENTIFIER YES MSC
YES SEE SECTION HLR/MSC/VLR
BELOW FOR
SMS OVER DTC DETAIL.
VOICE PRIVACY YES HLR/AC
OPERATOR DETERMINED BARRING YES HLR/MSC/VLR
DISPLAY NUMBER CALLED YES TERMINAL
IN SERVICE DISPLAY YES TERMINAL
LAST NUMBER DIALED TERMINAL TERMINAL
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GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
PLATFORMS REQUIRED AND
INCLUDED IN INCLUDED IN NSS/CORE PLATFORMS REQUIRED
SECTION A INITIAL NSS LOAD NOTES SOFTWARE PRICING BUT NOT INCLUDED
--------- ---------------- ----- ---------------- ----------------
SERVICE PROVIDER IDENTIFICATION TERMINAL TERMINAL
PHONE BOOK TERMINAL TERMINAL
SMS STORAGE TERMINAL TERMINAL
CSD YES S/W NOW INCLUDED HLR/MSC/VLR IWF
CALL TRANSFER YES ADDITIONAL ITEM HLR/MSC/VLR
ALL FEATURES IN SECTION B REQUIRED BY REGULATORY BODIES AS OF THE EFFECTIVE DATE
ARE INCLUDED IN THE BASE LOAD.
PLATFORMS REQUIRED AND
INCLUDED IN INCLUDED IN NSS/CORE PLATFORMS REQUIRED
SECTION B INITIAL NSS LOAD NOTES SOFTWARE PRICING BUT NOT INCLUDED
--------- ---------------- ----- ---------------- ----------------
E911 PHASE 1 YES HLR/MSC/VLR
E911 PHASE 2 YES XXX/XXX/XXX XXXXXXXX
XXXXXX
XXXXX XXXXX 0 YES HLR/MSC/VLR XX
XXXXX XXXXX 0 YES HLR/MSC/VLR LAWFUL
SGSN/GGSN INTERCEPT
GATEWAY
LNP PHASE 1 YES PHASE 2 PLANNED HLR/MSC/VLR SCP
LNP PHASE 2 YES HLR/MSC/VLR
TTY VERSION 13.3 YES SERVICE
CENTER
PLATFORMS REQUIRED AND
INCLUDED IN INCLUDED IN NSS/CORE PLATFORMS REQUIRED
SECTION C INITIAL NSS LOAD NOTES SOFTWARE PRICING BUT NOT INCLUDED
--------- ---------------- ----- ---------------- ----------------
CLOSED USER GROUP YES HLR/MSC/VLR
DIRECTORY ASSISTANCE CALL YES FEATURE SUPPORTED MSC ACC
COMPLETION
PRIVATE NUMBER PLAN YES MSC/VLR
SINGLE NUMBER (HOTLINE) YES DISCUSSION COMPLETE HLR/MSC/VLR
GROUP PLANNING/FAMILY PLAN YES HLR/MSC/VLR
TOLL RESTRICT YES HLR/MSC/VLR
V611 YES DISCUSSION ONGOING MSC SCP
SELF PROVISIONING NO DISCUSSION ONGOING
WIRELESS TOLL FREE SERVICES YES DISCUSSION ONGOING MSC SCP
NUMBER RETENTION (PORTING NO DISCUSSION HLR/MSC/VLR STP/SCP
PAGE 13 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
NUMBERS FROM TDMA TO GSM) ONGOING
NOT INCLUDED AVAILABLE FOR SGSN/GGSN PREPAID
LAUNCH PLATFORM
/SCP/SMS/
INTELLIGENT
PRE-PAID FOR GPRS PERIPHERAL
ADVICE OF CHARGE NO DISCUSSION ONGOING HLR/MSC/VLR
FLEXIBLE ALERTING YES DISCUSSION ONGOING HLR/MSC/VLR
MULTI-PARTY SERVICE YES S/W NOW INCLUDED HLR/MSC/VLR
MULTIPLE SUBSCRIPTIONS YES HLR/MSC/VLR
DOWNLOADABLE RING TONE
/ GRAPHICS TERMINAL TERMINAL
Notes to Table A.1 Acronyms:
HLR=Home Location Register
VLR=Visiting Location Register
MSC=Mobile Switching Center
STP=Signal Transfer Point
SCP=Service Control Point
VMS=Voice Mail System
SMSC=Short Message Service Center
AC=Authentication Center
IWF=Inter-Working Function
ACC=Assistance Call Completion
OTAF=Over-the-Air Activation Facility
GPRS=General Packet Radio Service
SGSN=Serving GRPS Support Node
GGSN=Gateway GPRS Support Node
* = Further information/analysis may be required
Any Software or features not expressly identified and listed above as
included in the Initial NSS Load are not included in the Core Network
Element Price. The Parties may, by mutual agreement, add Software or
features to be provided by Nortel Networks to Triton PCS under this
Agreement.
6.0 GSM/GPRS BASE FEATURES AND OPTIONAL FEATURE BUYOUT
Triton PCS shall have the right to purchase the GSM/GPRS Base Software
Features on a per Node basis at ***** Dollars ($*****) per Node. Triton
PCS shall have the option to buyout the license fees applicable to all
generally available Optional Features of a specific Software Release
that are not included in the GSM/GPRS Base Software Release ("GSM/GPRS
Optional Feature Buyout"). The license fee applicable to a GSM/GPRS
Optional Feature Buyout shall be ***** Dollars ($*****) per subscriber
. Should Triton PCS elect to purchase individual Optional Features, the
license fee for such individual Optional Features shall be the
then-current list price less *****% for voice features or then-current
list less *****% for data features. The GSM/GPRS Optional Feature
Buyout excludes Broadband Service Node software, which includes
separately priced Data/ Internet Services. The following additional
conditions shall apply to
PAGE 14 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
Triton PCS's exercise of an Optional Feature Buyout: i) When exercised,
the Optional Feature Buyout must apply to all GSM/GPRS Nodes in service
at issuance of the Order for the Optional Feature Buyout; ii) Triton
PCS will issue a non-cancelable Order for the total Optional Feature
Buyout price no later than sixty (60) days prior to planned Optional
Feature implementation; iii) Nortel will invoice Triton PCS for *****
percent (*****%) the of Optional Feature Buyout license fee upon
Validation of the Software Release in the first applicable Third
Generation Core Network elements in the Triton PCS network. Payment
shall be due thirty (30) days from the date of invoice; iv) The
hardware discounts set out in Section 8.0 of this Schedule A shall not
apply to the Optional Software Buyout pricing.
7.0 EXTENDED SERVICE PLAN
At the conclusion of the Third Generation Warranty Period, Triton PCS
agrees to purchase from Nortel post warranty services ("Extended
Service Plan") for the Third Generation Network equipment purchased
pursuant to this GPRS Supplement. The price for such Extended Service
Plan for will be based on cumulative prior years' purchases from the
Effective Date, net of any Network Elements removed during the prior
year period, times ***** Percent (*****%) for the MSC/HLR, *****
Percent (*****%) for the BSS/BSC/TCU and ***** Percent (*****%) for all
other Third Generation Core Network Elements. Payment will be made on
the defined date for the start of ESP of each year based on the prior
calendar year's purchases.
8.0 NON-MODEL PRODUCTS PRICING
Products related to the Core Network Elements, which are purchased
individually, outside the model configuration set out in Section 2.0
above shall be priced at then current list prices less the following
discounts:
CORE NETWORK ELEMENT DISCOUNT
-------------------- --------
SGSN *****%
GGSN *****%
MSC *****%
HLR *****%
All other non-model Core Network Element Products are non-discountable.
9.0 SERVICES
The price and scope of additional Services shall be as mutually agreed
to by the Parties and incorporated as a part of the Services
Supplement. Examples of such services to be provided at an additional
charge include remote maintenance or surveillance, etc.
10.0 TRAINING
PAGE 15 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
10.1 During the Term, Nortel Networks shall provide Triton PCS with Training
credits in the amount of ***** Dollars ($*****) each year that GSM/GPRS
Nodes are purchased and *****% of the Triton PCS requirements for
GSM/GPRS Nodes are purchased from Nortel Networks.
10.2 During the Term, Nortel Networks shall provide Triton PCS with Training
credits in the amount of ***** Dollars ($*****) each year that GSM/GPRS
Access Elements are purchased, and *****% of the Triton PCS
requirements for GSM/GPRS Access Elements are purchased from Nortel
Networks. For purposes of this Supplement, "Access Elements" are
defined as BSC, TCU, PCUSN and BTS. Training shall be made available by
Nortel Networks at then-current list prices, plus appropriate travel
and living charges.
Access Elements are defined as BSC, TCU, PCUSN, BTS.
11.0 DISCOUNTS AND PRODUCT CREDITS
11.1 Product Credits
Should Triton PCS purchase a minimum of *****% of the Triton PCS
GSM/GPRS access network requirements from Nortel Networks in any
calendar year during the Term, Nortel Networks shall make available to
Triton PCS, product credits in an amount equal to ***** percent
(*****%) of the total amount paid to Nortel Networks in such calendar
year ("Annual Product Credits") for GSM/GPRS Products. The Annual
Product Credits shall be accrued during the year and made available for
Triton PCS's use during the remainder of the Term. The Annual Product
Credits shall remain valid for use during the Term and shall be applied
to Orders issued under this Agreement at a rate no greater than *****
percent (*****%) per Order.
11.2 Executive Discount
Should Triton PCS purchase *****% of the Triton PCS GSM/GPRS Node
requirements in any calendar year during the Term, Nortel Networks
shall make available to Triton PCS, an executive discount of *****
percent (*****%) against the price of each GSM/GPRS Node set out in
Section 2.0. ("Executive Discount")
The Executive Discount does not apply to Software, Services, Extended
Warranty or non GSM/GPRS Nodes.
PAGE 16 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
SCHEDULE X-0
0000 XXXXXXXX TERMS
1.0 2002 CORE NETWORK PURCHASE
TRITON PCS CORE NETWORK PHASE ONE 2002
Item Per Unit Price Qty. Price Extended Price w/Disc.
---- -------------- ---- ----- ----------------------
NSS SOFTWARE
Switch Processor Config *****
NSS Software Load *****
NSS Base Software Upgrades $***** ***** $***** $*****
NSS Optional Feature Buy-Out Per-Sub $***** ***** $***** $*****
NSS HARDWARE
Super Node MSC XA-Core 1+1 $***** ***** $***** $*****
Tri-Node MSC/HLR XA-Core 1+1 $***** ***** $***** $*****
SDM-FT $***** ***** $***** $*****
Additional PE Elements $***** ***** $***** $*****
T1 Ports $***** ***** $***** $*****
Super -Node SS7 MMU Additions $***** ***** $***** $*****
Tri-Node HW Expansion SS7-ENET $***** ***** $***** $*****
HLR (DMS XA-Core 1+1) $***** ***** $***** $*****
CIPC GSM Voice $***** ***** $***** $*****
SUBTOTALS $***** $*****
GPRS SOFTWARE
GPRS Software Load *****
GPRS Base Software Upgrades $***** ***** $***** $*****
GPRS HARDWARE
SGSN (Small) $***** ***** $***** $*****
SGSN (Upgrade) $***** ***** $***** $*****
GGSN (Small) $***** ***** $***** $*****
SIG (HP Platform) $***** ***** $***** $*****
Border Gateway (CES 1500) $***** ***** $***** $*****
IWF $***** ***** $***** $*****
*OMC-R Extension for GPRS $***** ***** $***** $*****
Preside OAM wo/CGF/DNS/DHCP/Radius $***** ***** $***** $*****
SUBTOTALS $***** $*****
GSM ***** Extended Warranty ***** $***** $*****
GPRS ***** Extended Warranty ***** $***** $*****
CORE NETWORK TOTALS $*****
PAGE 17 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE B
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
2.0 2002 CORE NETWORK PURCHASE PAYMENT TERMS
Nortel shall invoice Triton PCS in accordance with the following
schedule for the 2002 Core Network Purchase:
$***** at Shipment, to be paid by Triton PCS within 10 days of the date
of the invoice.
$***** or the unbilled amount remaining from the 2002 Core Network
Purchase on January 15, 2003, to be paid by Triton PCS within 10 days
of the date of the invoice.
SCHEDULE B
FORECASTING, DELIVERY, BILLING AND PAYMENT
1. OBJECTIVE
The common objective of Nortel Networks and Triton PCS under this
Agreement is to design and implement a demand management process that
is simple, flexible and clearly defines the roles and responsibilities
of each party.
2. FORECASTING AND ORDERING
Nortel Networks and Triton PCS will, as much as possible, work toward a
mutually beneficial system of forecasting and order management to
ensure optimal deployment and operational effectiveness.
a) Triton PCS Provided Forecasts to Nortel Networks
Triton PCS shall provide to Nortel Networks good faith forecasts
of anticipated requirement levels of Third Generation Network
Products by product type ("Forecasted Orders"). Such forecasts
shall be subject to acceptance by Nortel Networks, such acceptance
not to be unreasonably withheld and with such acceptance to be
only refused based upon limitations of Nortel Networks' production
capacity and material availability, which Nortel Networks cannot
reasonably avoid. In the event that any forecast is not accepted,
Nortel Networks shall promptly inform Triton PCS of the quantities
of any relevant Product which Nortel Networks expects to be able
to deliver to Triton PCS. Beginning with the first month of the
Term, Triton PCS will deliver to Nortel Networks on or before the
20th day of each month a non-binding forecast for the six (6)
month period commencing on the first day of the following month.
b) Contingencies for Shortened Delivery Intervals
Should Nortel Networks receive a Forecasted Order with delivery
intervals that are shorter than Nortel Networks' standard delivery
intervals as set out in Section 3 below, Nortel Networks shall use
commercially reasonable efforts to accommodate the delivery
intervals set forth in such Order, and shall, within fifteen
business (15) days, indicate in writing to Triton PCS whether
PAGE 18 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE B
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
such shortened delivery intervals are acceptable. If such
shortened delivery intervals are unacceptable, the parties hereto
shall endeavor to agree upon delivery intervals that are mutually
accepted. Nortel Networks agrees to make commercially reasonable
efforts to meet Triton PCS's request to reduce the delivery
interval, provided that Triton PCS shall compensate Nortel
Networks for all extraordinary expenses directly incurred by
Nortel Networks as a result of meeting, or attempting to make,
such shortened delivery interval.
PAGE 19 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE B
CONFIDENTIAL INFORMATION
3. DELIVERY
For Forecasted Orders, intervals from receipt of Order to delivery of
GSM/GPRS Products shall be as follows:
PRODUCTS INTERVAL WEEKS
MSC *****
HLR *****
GPRS SGSN *****
GPRS GGSN *****
GPRS SS7 GATEWAY *****
GPRS OAM Platform *****
BSC *****
TCU *****
PCUSN *****
BTS *****
OMC-R ***** *****
PAGE 20 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE B
CONFIDENTIAL INFORMATION
***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
SCHEDULE C-1
PROCESS FOR ESTABLISHING SCHEDULE
1.0 PROCESS OVERVIEW
This Schedule C-1 provides a series of actions that comprise the
general process involved in establishing a schedule by Data Center.
Prior to the initiation of the first Market or build, Triton PCS and
Nortel Networks agree to finalize the total process which will not
materially change the intent of this Schedule. This Schedule also
outlines at a high level, the duties of each of the parties to provide
specific information to the other in order to avoid impacting the
overall project schedule.
As used in this Schedule C-1, "Data Center" shall mean equipment and
services for network service subsystems ("NSS") and base station
subsystems ("BSS") for GSM/GPRS/EDGE and UMTS (collectively, Third
Generation Core Network), covering the Data Centers set out below as of
the date of this Agreement.
-
The Third Generation Core Network consists of some or all of the
following components:
- MSC,
- HLR,
- GPRS SGSN,
- GPRS GGSN,
- GPRS SS7 GATEWAY,
- GPRS OAM PLATFORM,
- UMTS PSTN-GW,
- UMTS PSTN Gateway Controller,
- UMTS Call Server,
- UMTS Wireless Gateway,
- UMTS Wireless Gateway Controller,
- UMTS Anchor Packet Gateway,
- UMTS Preside service Accounting,
- UMTS HLR (1),
- UMTS HLR (2),
- UMTS SS7 Gateway,
- UMTS Preside Policy,
- Service Control Point (SCP).
Note: As used in the matrices in this Schedule B, "X" denotes
primary responsibility "(X)" denotes supporting or
collaborating role. Where the responsibilities of Triton PCS
and Nortel are indicated as equal in a matrix, the Parties
will work together to achieve a successful outcome.
1.1 Pre-Planning
The pre-planning stage is when all market specific information such as:
planned system configuration, capacity, and planned physical locations
for Third Generation Core
PAGE 21 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-1
CONFIDENTIAL INFORMATION
Network components are to be compiled by Triton PCS.
1.2 Bench Marking of Current System
Bench marking of the network is a process that involves various forms
of data collection. The objective is to define the Third Generation
Core Network performance in terms of a standard of measurement or
evaluation. A system benchmark includes, but is not limited to
statistical evaluation and collection of switched based system
performance metrics.
1.3 Market Requirement Questionnaire (MRQ)
When completed, the MRQ is the overall governing document that
encompasses two subsections of information relating to network
engineering, and database engineering, Each of these subsections
contain specific questions required to be answered by the responsible
Triton PCS organizations with the assistance of Nortel.
1.3.1 Definition of terms appearing in an MRQ
a) CIQ - The CIQ is a Customer Input Questionnaire or Customer Information
Questionnaire. The Questionnaire is the formal starting point for the
collection of the Triton PCS specific information that will be used by
Nortel Networks to design and engineer the Hardware/Software for the
Third Generation Core Network.
A listing of the information Triton PCS will provide to facilitate
Nortel Network's network design is as follows:
CUSTOMER INPUT REQUIREMENTS FOR NEW MARKETS
Call Mix (M-M, M-L, L-M, L-L) Current and Forecast
Number of subscribers Current and Forecast
BHCA (preferably per sector) Current and Forecast
Erlangs (preferably per sector) Current and Forecast
RF Grade of Service Current and Forecast
Network Grade of service Current and Forecast
Percentage roamer traffic Current and Forecast
Percentage mobile authentication Current and Forecast
Feature Penetration rates (per feature) Current and Forecast
Physical cell characteristics (omni/sector, location, orientation, tilt, Current and Forecast
antenna type, antenna height, EIRP, frequency plan, macro/metro)
Data subscriber information (GPRS, IS-136, CDPD, up-link and downlink data Current and Forecast
transfer per sub)
Ancillary systems Current and Forecast
System busy hour Current
Atypical implementations (i.e. aircell, semiconductor RMCs) Current and Forecast
Frequency plan for adjacent system bordering sites Current and Forecast
Mobile type penetrations (portable/mobile) Current and Forecast
Coverage goals (in-building/in-car) Current and Forecast
b) CIQ Date - is the date when Nortel Networks has completed its design and
engineering efforts for a specific Data Center, and receives Triton PCS's
approval to proceed with implementation.
PAGE 22 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-1
CONFIDENTIAL INFORMATION
c) Building Ready Date (BRD) - The BRD is a project milestone that indicates
the building is ready for Nortel Networks to install its Products within
the structure. All subtrades and subcontractors should have completed their
work as of BRD.
d) Cutover Date - The date a commissioning milestone is reached that indicates
Nortel Networks equipment may be turned over to Triton PCS, and all Nortel
Networks validation activities as described in Schedule C-4 are completed.
1.4 Network Engineering CIQ
The Network Engineering CIQ is the formal starting point for the
collection of Triton PCS's specific information that will be used to
design and engineer the hardware / software features for the Third
Generation Core Network. Triton PCS's response to the CIQ will be
reviewed by Network Engineering representatives in a joint session with
Triton PCS and Nortel Networks Network Engineering. The results of this
CIQ will be captured in a Network Design, which will be submitted to
Triton PCS for its review and approval.
The Network CIQ addresses the following:
- Network plans and analysis
- Equipment provisioning
- Optional network service requirements
1.5 Database Engineering CIQ
The Database CIQ is the formal starting point for the collection of
Triton PCS's specific information that will be used to design and
engineer the system datafill, translations and dialing plans for Third
Generation Core Network. The results of this CIQ will be captured in a
Database Design that will be submitted to Triton PCS for its review and
approval.
The Database CIQ addresses the following:
- System Translations
- Dialing Plan
- Trunking Assignments
- Equipment Datafill
PAGE 23 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-1
CONFIDENTIAL INFORMATION
2.0 RESPONSIBILITIES TIMELINE
A. NEW MARKET
NORTEL EVENT COMPLETE WEEK
# EVENT TRITON PCS NETWORKS OF PROJECT SCHEDULE
- ----- ---------- -------- -------------------
1 Triton Initial notice of request X
2 Kickoff meeting for Data Center (X) X
3 Initial Network CIQ meeting (X) X
4 Network CIQ documented X (X)
5 Third Generation Core Network Site Building plans to NORTEL X
NETWORKS
6 Identify Design Issues with Nortel Networks Product X
7 Network CIQ Approved X X
8 Building Ready Date established (BRD) X (X)
9 Triton Design Review Against Nortel Networks Product X
10 Third Generation Core Network Floor Plan Design Review and X (X)
Validation
11 Nortel Networks Network Design Complete (X) X
12 Initial Database CIQ X (X)
13 Database CIQ completed X X
14 Triton Approval of Initial Design (CIQ Date) X (X)
15 Third Generation Core Network Installation start X
16 Third Generation Core Network Power ready X
17 Third Generation Core Network Installation complete X
18 Database design review and validation X (X)
19 Nortel Networks Database Freeze for Triton's input
20 Cutover (X) X
21 Validation Date X X
B. THIRD GENERATION CORE NETWORK EXTENSIONS
NORTEL EVENT COMPLETE WEEK
# EVENT TRITON NETWORKS OF PROJECT SCHEDULE
- ----- ------ -------- -------------------
1 Triton initial notice of request X X
2 Third Generation Core Network Hardware Audit X
3 Operational Measurement(OM)s collected X
4 Capacity study performed to determine impact to market/cluster X
5 Impact of updated forecast to Network Elements, RF and Database
reviewed X
6 Network Design updated and equipment list detailed if required X
7 Triton controlled systems or facility impacts detailed and X
provided to Triton
8 Network Design reviewed X X
9 Network Design Validation X
10 Site survey if required X
11 Floor plan updated if required X
12 Floor plan design review X X
PAGE 24 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-1
CONFIDENTIAL INFORMATION
NORTEL EVENT COMPLETE WEEK
# EVENT TRITON NETWORKS OF PROJECT SCHEDULE
- ----- ------ -------- -------------------
13 Floor plan Validation X
14 Database design updated if required X
15 Building Ready Date X (X)
16 Installation start X
17 Installation complete X
18 Database design Validation X (X)
19 Validation date for extension equipment X X
PAGE 25 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-1
CONFIDENTIAL INFORMATION
SCHEDULE C-2
RESPONSIBILITIES MATRIX FOR DATA CENTER
ENGINEERING AND IMPLEMENTATION
1.0 RESPONSIBILITIES MATRIX OVERVIEW
This Schedule C-2 provides descriptions of required Services for the
Data Center (including, but not limited to, engineering, operations,
maintenance, and implementation services). Unless otherwise agreed to
by the Parties in a different agreement or Annex, this Schedule C-2
also outlines the respective responsibilities of the Parties concerning
the supply, installation, commissioning, and validation testing of the
network elements to be supplied under the Agreement. Responsibilities
Matrix utilizing similar criteria for follow-on systems may be mutually
agreed to by the Parties at a later date.
Installation and Commissioning of the network elements shall be
performed in accordance with the Nortel Networks' Installation and
Commissioning Specifications which are set forth in Schedule C-3 of
this Agreement.
Note: As used in the matrices in this Schedule C-2, "X" denotes
primary responsibility; and "(X)" denotes supporting or
collaborating role. Where the responsibilities of Triton and
Nortel Networks are indicated as equal in a matrix, the
Parties will work together to achieve a successful outcome.
1.1 Nortel Networks Responsibilities - General
Services other than those specifically described in this Schedule C-2
shall be available on an as quoted basis.
Nortel Networks' responsibilities - General
- Provision of a plan for system deployment
- Progress reports at intervals to be mutually agreed upon in
writing by the Parties
- Development of Validation Test Plan ("VTP"), provision of test
equipment, and performance of validation tests
- Integration testing procedures and test plans
- Installation, testing and validation of the Data Center
- Base Software for NSS/Core
- NSS/Core Installation, Commissioning and Testing
- Upon initial Installation:
- Network Design and Engineering
- Database Engineering
- Project Management
- Freight
PAGE 26 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-2
CONFIDENTIAL INFORMATION
- Spares
- Documentation
- One (1) year TAS and Repair and Return
- Rebalancing of equipment to accommodate network growth (database
engineering)
1.2 Triton PCS Responsibilities - General
Triton PCS's responsibilities shall include:
- Supply Nortel Networks with all pertinent capacity requirements
and necessary system engineering information
- Review Nortel Networks' Network Design and make recommendations
- Site search and evaluation
- Site acquisition
- Site preparation (all civil works activities, permits, ordering of
leased lines additional and, AC and DC power)
- Approval or rejection of results of validation tests, based on VTP
test case pass/fail criteria as applicable
- Real estate, Buildings, structures.
- Zoning and Site acquisitions.
- External BTS equipment: towers, antennae, shelters for indoor
sites, RF cable systems.
- Lightning protection/grounding.
- AC and or DC power systems and batteries.
- HVAC systems.
- Fire suppression and fire detection.
- DSX panels.
- RF Plan, Design, and Engineer (unless purchased from Nortel
Networks)
- RF Network Design and ongoing RF optimization (unless purchased
from Nortel Networks)
- Field maintenance
- OSS.
PAGE 27 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-2
CONFIDENTIAL INFORMATION
- Locations/Presence Servers
- PBX
- Billing/mediation systems other than SDM and CGF
- Tandem & LD switching
- IWFs
- STPs/SCPs
- Paging systems
- SMS systems
- Voice mail systems
- External Authentication Centers
- Pre-paid voice and data
- Handsets
- Transmission equip: MUX, channel banks, microwave, DACS, echo
cancellers, etc.
- Data backbone: LAN/WAN, ATM/IP/Ethernet
- Extraordinary delivery requirements (helicopters, bulldozers,
cranes)
- Relocation of equipment between buildings
- E911 Phase 2 hardware
- Traffic analysis tools
- AMR
2.0 THIRD GENERATION CORE NETWORK RESPONSIBILITIES
The Parties will mutually agree on a design plan to implement the
Third Generation Core Network, consistent with Triton PCS's annual
Growth Forecast and the Fundamental Network Design Plan. The
following sections outline the responsibilities for services and
materials for the Third Generation Core Network
2.1 Services - Third Generation Core Network systems
This section is separated into two (2) sets of activities: Final
Third Generation Core Network Design and Implementation of the Third
Generation Core Network Design.
PAGE 28 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-2
CONFIDENTIAL INFORMATION
2.1.1 Final Third Generation Core Network Design
Triton Nortel
Networks
------ --------
1. Schedule planning meetings. (X) X
2. Define Third Generation Core Network requirements for all system (X) X
elements including design specifications.
3. Define non-Nortel Networks supplied administrative system X (X)
requirements, i.e., billing system, network management system.
4. Provide customer questionnaires for each system element X
5. Fill out and return questionnaires to Nortel Networks. X (X)
6. Provide input from RF design. X
7. Develop final Third Generation Core Network system design. (X) X
8. Prepare detailed, infrastructure requirement lists and provide to X
Triton.
2.1.2 Implementation Third Generation Core Network Design
Triton Nortel
Networks
------ --------
1. Provide equipment specifications, e.g., interfaces, capacity, etc. X
2. Provide Telco interconnect specifications. X
3. Submit revised system requirements if needed X
4. Design and size Network Design configuration based upon customer X
requirements and system interconnects. Provide a copy to Triton.
5. Review and approve Network Design, including equipment and X
interface compatibility.
6. Revise system design if required. X
7. Provide Third Generation Core Network facilities (according to X (X)
network design) including zoning, permitting, and civil work as
required.
8. Produce civil works drawings for system elements. X (X)
9. Supply appropriate transmission leased lines facilities for X
testing.
10. Provide data communication network between applicable network X (X)
elements and Third Generation Core Network elements.
11. Provide local / wide area network for communication between X (X)
workstations and applicable network elements.
12. Perform transmission system analysis. X (X)
13. Supply transmission interface requirements for network elements X
supplied by seller (i.e. DS3, DS1, fiber, and others).
14. Specify requirements for all transmission equipment indicating X
suggested vendors (i.e. Tellab MUX, ADC, CSU).
PAGE 29 OF 42
GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-2
CONFIDENTIAL INFORMATION
Triton Nortel
Networks
------ --------
15. Order appropriate transmission circuits and equipment for testing. X
16. Provide equipment and software for system elements. X
17. Provide and install Nortel Networks Third Generation Core Network X
equipment and software.
18. If required, provide temporary AC / DC power, and HVAC, and X (X)
equipment for testing and conversion.
19. If required, install temporary DC powerplant including batteries. X (X)
20. Test system installation. Nortel Networks supplied equipment only X
21. Approve system installation. X
2.1.3 Site Search
Triton Nortel
Networks
------ --------
1. Search for and identify possible sites. X
2. Pre-survey selected locations including measuring ground X (X)
resistivity.
3. Hold technical review at sites with Engineering, site acquisition X (X)
and preparation specialists and Nortel Networks representative to
identify all technical requirements from all Parties to determine
feasibility of site.
4. Examine site for suitability, noting ease of access for equipment. (X) X
5. Make site selection or perform site search again. X
6. Identify and evaluate site access and security. X
7. Negotiate terms and conditions of lease, or purchase, with site X
owners.
8. Finalize lease, or purchase, contract. X
2.1.4 Site Preparation
Triton Nortel
Networks
------ --------
1. Define technical system requirements, power requirements, and X
environmental concerns including, but not limited to floor
space, floor loading, and heat load.
2. Determine overhead or under floor cabling. X (X)
3. Determine adequate raised floor or not. X (X)
4. Select air-conditioning system to be used. X
5. Obtain requirements for equipment rooms, power, standard X
connectors, levels, impedance's etc. and provide copy to Nortel
Networks.
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Triton Nortel
Networks
------ --------
6. Design and furnish equipment room with space for Telco line X
connections and provide layout drawings (site plans) to Nortel
Networks.
7. Provide layout design for equipment installation. X
8. Produce civil works drawings. X
9. Review and approve layout plan for supplier equipment. X
10. Complete detailed installation designs (as built) for all X
Nortel Networks-required system elements.
11. Obtain necessary permission from authorities. X
12. Prepare request for proposal (RFP) documents for construction X
bids.
13. Evaluate and select construction contractors. X
14. Supervise site construction. X
15. Provide fire protection system with alarms. X
16. Install security alarms. X
17. Install external alarms. X
18. Provide alarm panel. X
19. Determine emergency power back-up requirements based on size, X (X)
market requirements, and reserve capacity.
20. Provide backup power system, including batteries and rectifiers X (X)
21. Provide backup power generators, fuel accommodations, and fuel X
as required.
22. Perform all civil works preparation for power plant. X
23. Provide sufficient leased lines to Telco termination point X
(Telco to provide). Based on the exception of increased
traffic only.
24. Provide main power. AC and DC feeds. X
25. Approve completed site construction. X
26. Inspect buildings for readiness and approve completed sites. X (X)
2.1.5 Third Generation Core Network Hardware and Software
Triton Nortel
Networks
------ --------
1. Specify all system element equipment per site based on approved X
fixed system design, including trunk and slot assignments.
2. Prepare plan and procedures for the testing of system element and (X) X
integration and provide to Triton for review. Test plan shall
include VTP for Third Generation Core Network. elements
3. Review test plan, agree to changes and approve test plans. X
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Triton Nortel
Networks
------ --------
4 Tests to be completed following installation of equipment. X
5. Connect fire, security, and external alarms to alarm panel. X
6. Connect alarm panel to network elements. X X
7. Provide to Nortel Networks a schedule with building-ready dates. X
8. Provide for temporary storage of incidental equipment. X
9. Provide for warehouse storage for system elements. X
10. Provide Triton with schedule of non civil and equipment delivery X
dates.
11. Establish start of work and completion dates X X
12. Review, change or approve installation schedule and plans. X X
13. Clean floor area. This must be done prior to the unpacking of X
system elements.
14. Arrange for hauling and hoisting (including special permits for X
parking, street closures, etc.).
15. Deliver to and unpack all system element equipment at sites. X
16. Inventory all system element hardware at site (X) X
17. Furnish installation tools, test equipment and supplies. Tools X
to be retained by Nortel Networks at project end.
18. Install all system element equipment. Supplied by Nortel Networks X
19. Remove installation trash daily. X
20. Maintain security during installation X
21. Provide and install MDFs at all network elements. X
22. Provide connection from MDF to Telco connection point X
23. Provide access and leased line test point to Telco (monitor test X
points to Telco).
24. Nortel Networks to provide lease line specification. X
25. Review test procedures (change or approve). X
26. Perform access and leased line tests and record results. X
27. Request repair as necessary. X
28. Escalate repair request as necessary to maintain schedule. X
29. Perform VTPs. (X) X
30. Record results of tests for review. (X) X
31. Re-run failed test(s) per VTP test case criteria as applicable. (X) X
32. Review test results and add minor exceptions to a punch list. X (X)
33. Provide written status reports during installation. X
34. Provide material list to Triton for the site. X
35. Accept documentation as provided or request changes, additions. X
36. Prepare punch list. X (X)
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Triton Nortel
Networks
------ --------
37. Correct deficiencies in punch list. (X) X
38. Turn up equipment for service. X (X)
39. Accept equipment for conditional validation. X X
40. Monitor performance. X X
41. Perform corrective action as necessary. X X
42. Develop and install non-Nortel Networks administrative system X
interfaces and software.
43. Provide interface documentation with regard to Nortel X
Networks-provided equipment.
44. Develop test plan for interface testing of non-Nortel Networks X
administrative systems.
45. Review and comment on interface testing of non-Nortel Networks X (X)
administrative systems.
46. Perform interface tests according to test plan (not part of X
Validation Tests).
47. Supply replacement spare parts as ordered by Triton based on X
recommended list provided by Nortel Networks.
48. Provide CDRs to Triton on call models for Triton billing X
validation
2.1.6 Leased Lines
Triton Nortel
Networks
------ --------
1. Identify traffic capacity of system elements. X
2. Identify end points for lease lines. X
3. Identify diverse routing requirements. X
4. Provide dimensioning rules and interface requirements. X (X)
5. Develop schedule of required in-service date for each circuit. X
6. Enter lease line orders to Telco and conduct follow-up. X
7. Notify Nortel Networks if schedules change due to Telco delay. X
8. Provide access and oversee Telco installation of leased lines. X
9. Perform short-term (approximately 1 hour) bit error rate and X
other line testing.
10. Review test results and determine problem resolution for lease X
line errors.
2.2 Materials - Third Generation Core Network
2.2.1 Third Generation Core Network Site Equipment
Supply Install Test
------ ------- ----
1. All Nortel Networks required engineered network elements N N N
hardware and software
2. Standby generator and no break & transfer Third Generation T T T
Core Network
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Supply Install Test
------ ------- ----
3. Main power, AC and DC feeds T T T
4. Lighting T T T
5. Wall sockets for general use T T T
6. Grounding system, tie to existing ground system N N N
7. Cable trays and supporting steelworks within Third N N N
Generation Core Network room (s)
8. MDF T T T
9. Alarm distribution panel for external alarms T T T
10. Cabling between Network Elements and DSX in Third N N N
Generation Core Network room (s)
11. Cabling between DSX and Telco termination point T T T
12. Workstation and printer cabling to system elements supplied N N N
by Nortel Networks
13. Rectifiers, batteries, cabling to BDF T T T
14. Modems per system design N N N
15. External alarm cabling from MSC to alarm panel T T T
16. Ground return cabling to PDC N N N
17. Rectifier system T T T
18. DC distribution and Triton BDF in Third Generation Core T T T
Network room (s)
19. Power cabling from the BDF to the PDC(s) N N N
20. Batteries with rack T T T
20A. Cut, lug and terminate power cables to Nortel Networks PDCs N N N
21. UPS system for the SWs and peripheral devices T T T
22. Battery load testing T T T
23. Connect power cables to individual Third Generation Core N N N
Network cabinets
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SCHEDULE C-2
CONFIDENTIAL INFORMATION
SCHEDULE C-3
INSTALLATION AND COMMISSIONING
1.0 This Schedule defines the work requirements and responsibilities of
both Nortel Networks and Triton PCS which are necessary to engineer,
furnish, deliver, install and test the Products furnished hereunder
at all Triton PCS locations where Products acquired under this
Agreement are to be installed ("Installation Site(s)"), unless
otherwise specified in another agreement between the Parties. Nortel
Networks' obligation to perform the Services described hereunder
assumes receipt of the approval by Triton PCS of Nortel Networks'
Network Design. Certain duties to be performed by Triton PCS shall
serve as a condition precedent to Nortel Networks' obligations
hereunder. In certain instances, depending on the Products/Services
being supplied, it may be necessary to modify the responsibilities
identified under this Schedule C-3. When this occurs, the parties
will finalize such modified responsibilities at the Customer Input
Questionnaire ("CIQ") meeting as described in Section 2.3 below.
2.0 Nortel Networks' Responsibilities
Nortel Networks, or its designated subcontractor, shall perform the
following:
2.1 Engineer, furnish, deliver, install and test all Products in
accordance with the applicable Nortel Networks Product Specifications
and in accordance with this Schedule C-3.
2.2 In conjunction with a Third Generation Core Network Installation,
perform a site visit on or before the date as specified in the
Project schedule to Triton PCS's facilities to review the information
provided on the applicable Market Requirement Questionnaire, survey
the Installation Sites(s) and generate floor plans to be used to
engineer and install the Products. Any Services outside this
Statement of Work requested by Triton PCS as a result of the CI
meeting shall be quoted by Nortel Networks, and if such quote is
accepted by Triton PCS, will be documented in a change order.
2.3 Prior to Installing a Third Generation Core Network, provide draft
floor plans for the Third Generation Core Network Installation Site
to Triton PCS on or before the date as specified in the project
schedule. Floor plan layouts will be finalized at the CIQ meeting.
2.4 Pursuant to Section 2.15 below, ship the Products to the Installation
Site location(s) on or before the date as specified in the project
schedule. In the event an Installation Siteis not made ready by
Triton PCS in accordance with the project schedule, delivery will be
delayed.
2.5 On or before the commencement of Installation as specified in the
project schedule, begin Installation of the Products in accordance
with the applicable sections of the Nortel Networks Networks
Installation Manuals and the engineering specifications and drawings
applicable to the Products.
2.6 Provide all tools, installation and test equipment necessary for
performance of Nortel Networks' obligations listed herein. Any use of
Nortel Networks' tools and/or test equipment by Triton PCS must be
approved by Nortel Networks and may subject Triton PCS to additional
charges.
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CONFIDENTIAL INFORMATION
2.7 Comply with Triton PCS's security regulations for the Installation
Site(s).
2.8 Furnish Nortel Networks' generally available System Documentation, on
or before the date as specified in the project schedule.
2.9 Engineer, furnish, install and test the following materials required
to connect from Nortel Networks' provided Products to the demarcation
points defined below:
2.9.1 Telco Facilities Demarcation
The Telco Facility demarcation point is defined as the Main
Distribution Frame (MDF) and shall be provided by Triton PCS.
Terminal blocks required for Products, VF, data, and alarm cables
will be provided and installed by Nortel Networks on Triton PCS's
MDF. Cable (standard length) shall be provided by Nortel Networks per
Installation Site to connect the Products to the MDF. Nortel Networks
will cross connect the jumpers as directed by Triton PCS. Appropriate
information must be supplied by Triton PCS in such cases. Additional
cable and associated materials, if required, will be provided at
Triton PCS's expense. Nortel Networks shall terminate the Third
Generation Core Network DS-1 cables to Triton PCS-provided DSX-1
panel. Triton PCS shall be responsible for bringing all other DS-1
facilities to the DSX-1.
2.9.2 DC Power System Demarcation
The DC power system demarcation point is defined as the DC power
board fuse(s) and/or breaker(s). Wire for each power and return lead
shall be provided by Nortel Networks for each Installation Site to
connect to the Products. Additional wire and associated materials, if
required, will be provided at Triton PCS's expense. DC fuses and/or
breakers and any other part of the power board or DC power system
(including inverters) are not provided by Nortel Networks. The
required fuse and/or breaker quantities and sizes are available upon
request.
2.9.3 Alarm System Demarcation
The Alarm System demarcation point is defined as the Nortel Networks
furnished alarm terminal block. Alarm cable shall be provided by
Nortel Networks per Installation Site to connect Products alarms to
the terminal block. Cable shall also be provided to connect Nortel
Networks' alarm display and control panel at the Third Generation
Core Network. Additional cable and associated materials, if required,
will be provided at Triton PCS's expense. Any alarm points that
Triton PCS may want to take to an external alarm system will be done
at Triton PCS's expense.
2.10 At each Installation Site, provide wire for each ground lead
extending from Products to the Main Ground Bar (MGB).
2.11 During a Third Generation Core Network Installation, Nortel Networks
shall furnish, install and test one VDU, one printer, one Norstar KSU
equipped with two telephone sets and associated cable with terminal
blocks. Any additional items will be provided and installed at Triton
PCS's expense.
2.12 Complete the Installation and Commissioning on or before the date as
specified in the applicable project schedule.
2.13 Delivery and Installation Assumptions
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CONFIDENTIAL INFORMATION
Nortel Networks shall transport the Products by truck or van to the
Installation Site. Delivery requiring extraordinary requirements
(e.g., helicopters, bulldozers, cranes) to facilitate delivery will
be at additional charge to Triton PCS. Nortel Networks shall invoice
Triton PCS for such additional charges on a "pass-through" basis
only, excluding any markup or administrative charges by Nortel
Networks.
3.0 Triton PCS's Responsibilities
Triton PCS or its designated subcontractor, shall perform the
following:
3.1 Provide overall program management and engineering functions related
to Triton PCS's responsibilities listed in this Agreement. This
includes, but is not limited to, schedules for other Products
suppliers, telco circuit orders and engineering relating to
Installation Site locating, frequency planning coordination and RF
propagation studies and coverage verification.
3.2 Provide all real estate property, environmental approvals, leases,
rents, and all permits and licenses, including but not limited to,
Certificates of Occupancy and FCC, construction, zoning and FAA
permits excluding any applicable permits required in the normal
course of Nortel Networks' doing business.
3.3 Gather the information necessary to complete the Customer Information
Questionnaires on or before the date as specified in the project
schedule.
3.4 Review, approve and return Nortel Networks' draft floor plan for each
Installation Site on or before the date as specified in the
applicable project schedule.
3.5 Prepare the Installation Site(s) as follows:
3.5.1 Provide all required architectural work, civil engineering and
construction work including, but not limited to, site preparation
such as grading, tree removal, roads, tower and building foundations,
and fencing.
3.5.2 Provide adequate building facilities, utilities, space and
environmental conditions for Nortel Networks' Installation personnel
and the Products as well as any other Triton PCS equipment on or
before the date as specified in the project schedule. The minimum
building requirements are given below. The Products environmental and
space requirements are set forth in Section 4.0 of this Schedule. All
Installation Sites assume and shall provide safe access for
Installation personnel taking into account the kind of activity to be
performed, the location of the Site, and inclement weather
conditions.
3.5.3 Building facilities shall be provided with air-conditioning, heating,
ventilation, lighting and have adequate working space that is free of
debris and other clutter which might hinder the Installation. The
building must be dry and free from dust and in such condition as not
to be hazardous to Nortel Networks personnel or the Products and
materials to be installed. Nortel Networks shall gather and separate
debris from usable material, xxxx accordingly, and place in an area
identified by Triton PCS for Triton PCS's pick-up and disposition.
3.5.4 Provide any building renovations, computer floors and wall
penetrations. Provide openings (including elevator space where
required) to allow the Products to be placed
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CONFIDENTIAL INFORMATION
into position. If required and on a one time basis per site, Nortel
Networks will supply the necessary labor to move Triton PCS's
existing equipment from one location to another in order to make room
for the Products. However, this activity must be performed under the
supervision and authorization of Triton PCS's on-site personnel.
3.5.5 Provide and install adequate fire fighting apparatus at each
Installation Site. Activation of a water fire extinguishing system
may void the warranty on the Products.
3.5.6 Provide and install all required commercial AC power and associated
fixtures including, but not limited to, AC panels, AC circuit
breakers, AC fuses, building wiring, convenience outlets, lighting
and AC grounds. All electrical facilities shall conform to the latest
issue of the National Electrical Code (NEC) and any local codes to
insure a safe work area.
3.5.7 Provide adequate security for Nortel Networks personnel, the
Products, installation materials and tools at each Installation Site
and/or storage facility, in accordance with Triton PCS's normal
security procedures.
3.5.8 Provide three telephone lines (two for modems and one telephone set),
and service (dial tone from a local exchange) at each Third
Generation Core Network Installation Site in accordance with the
project schedule.
3.6 Engineer, furnish, deliver, install and test the following in
accordance with the project schedule in a professional manner:
3.6.1 All overhead cable trays at each Installation Site.
3.6.2 An MDF for each Installation Site. The MDF can be a free standing
rack or a plywood panel board (4' x 8' x 5/8" typical) for wall
mounting.
3.6.3 A single point grounding system, including an MGB and all subsequent
connections to the ground field shall be provided for the Products at
each Installation Site. The ground fields shall measure 5 ohms or
less.
3.6.4 A negative 48 VDC power system and a 500VA DC to AC inverter for each
Third Generation Core Network including all required fuses and/or
circuit breakers for all Products and any Nortel Networks provided
Products. This includes any alarm cables, terminal blocks and AC
power wiring.
3.6.5 All alarm sensors and wiring, other than those which are included in
Products, and connect to Triton PCS provided alarm terminal blocks.
This includes, but is not limited to, open door, high/low
temperature, tower lights and smoke detector alarm sensors.
3.7 Provide Nortel Networks' designated personnel free access to each
Installation Site as required to perform Nortel Networks' obligations
under this Agreement. Access is to be provided as follows:
3.7.1 Adequate roads and parking to each Installation Site for delivery
vans and two-wheel drive vehicles.
3.7.2 All required security passes and clearances.
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SCHEDULE C-3
CONFIDENTIAL INFORMATION
3.7.3 24 hours/day, 7 days a week access to the Products. Nortel Networks
shall provide Triton PCS twenty-four hours' advance notice of the
need for access. Telephonic notification is permissible.
3.8 Provide or bear the cost for special Products required to deliver
Products to the Installation Site(s) such as bulldozers, cranes,
helicopters, etc.
3.9 Provide and install all materials required to adequately support and
brace the Products in accordance with the seismic risk zone of each
Installation Site.
3.10 Triton PCS shall provide free network access (air time and long
distance) to Nortel Networks for a quantity of six (6) Nortel
Networks personnel during the Installation, testing, and service
period of the project. The purpose of such service will be to support
the Products Installation for testing purposes, business
communications, and safety needs of Nortel Networks personnel. The
free service shall include, but not be limited to, activation
charges, air time, long distance, and roamer charges. Nortel
Networks' use of such free telephone service shall be subject to
reasonable audit, at Triton PCS's discretion. All traffic generated
by Nortel Networks personnel will be limited to business and Product
testing purposes only. Any personal calls will be the responsibility
of Nortel Networks.
3.11 Triton PCS and/or its representatives are encouraged to be present
for preliminary testing and Turnover.
4.0 Product Environmental Requirements
4.1 All Installation Sites shall be prepared by Triton PCS to allow for
operation of the Products in accordance with Nortel Network's
standard environmental requirements for such Products. Nortel
Networks shall provide such environmental requirements to Triton PCS
in connection with the site installation planning process. Operation
of the Products outside such requirements may void the warranty.
4.1.1 In the event Triton PCS elects to deploy Nortel Networks' Products in
areas where Triton has reason to believe that the normal
environmental parameters for Nortel Networks' Products may be
exceeded, Triton PCS and Nortel Networks mutually agree on the
conditions in which the warranty may remain in effect.
5.0 Assumptions
Nortel Networks' schedules assume continuous performance of Services
without delay or interruption. In the event that a delay or
interruption occurs for reasons not attributable to Nortel Networks,
Triton PCS and Nortel Networks shall agree upon a revised project
schedule.
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SCHEDULE C-3
CONFIDENTIAL INFORMATION
SCHEDULE C-4
VALIDATION TEST PLAN
OVERVIEW (We will modify this statement to refer to AWS approved ATP)
The tests set out below ("Validation Tests") shall be conducted by Nortel
Networks after Commissioning is completed on the applicable Products, to confirm
that Third Generation Network elements function as a System. Upon completion of
such Validation Tests, the parties shall sign-off on each test sheet, if
acceptable. The below tests refer to Nortel Networks test procedures. A detailed
list of the tests shall be provided to Triton PCS prior to commencement of
testing.
1. Call Processing Testing
Nortel Networks performs a variety of basic tests to ensure that calls are
completed from mobile to land, mobile to mobile, and land to mobile. This
is dependent on the availability of the 3rd party access network to
complete these tests.
2. Vertical Feature Testing
A variety of features such as call forward, call waiting, call transfer,
and three way calling are tested to demonstrate functionality. Features to
be tested are mutually agreed to prior to commencement. This is dependent
on the availability of the 3rd party access network as well as other
network elements, to complete these tests.
3. PSTN (Public Switching) Interface Testing
Testing of long distance calling is performed on a variety of long distance
features including long distance origination, retrieval of mailbox
messages, and international call origination. This is dependent on the
availability of the 3rd party access network to complete these tests.
4. Final Reports
At the completion of the project, Nortel Networks compiles a final report
that summarizes all tests performed over the course of the project. Nortel
Networks' Network Integration team reviews the document with Triton PCS
personnel, and explain the specific actions taken to correct any
inconsistencies. This review may be beneficial as a training forum for
Triton PCS technical personnel.
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CONFIDENTIAL INFORMATION
[Page Intentionally Left Blank]
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GSM/GPRS SUPPLEMENT TERMS ANNEX
SCHEDULE C-4
CONFIDENTIAL INFORMATION
SCHEDULE C-5
COVERAGE, INTERFERENCE AND THIRD-PARTY RESPONSIBILITIES
1.0 Nortel Networks shall have no liability as a result of non-performance,
failures or poor performance of the System caused by, resulting from or
attributable to Triton PCS-provided designs, specifications or
equipment configuration requirements. Nortel Networks may rely upon and
utilize any Triton PCS-provided designs, studies, specifications or
requirements, including but not limited to microwave path studies, RF
propagation studies and tower location and loading requirements,
without liability therefor. If Nortel Networks becomes aware of any
apparent deficiencies in any such Triton PCS-provided designs, studies,
specifications or requirements, Nortel Networks shall advise Triton PCS
thereof and shall not thereafter proceed with any related Network
design until any such deficiencies are resolved or until Triton PCS and
Nortel Networks agree to a method to correct such deficiencies or agree
to proceed without regard to such deficiencies and without liability of
Nortel Networks therefor.
1.1 Nortel Networks shall not be responsible for any failures or
inadequacies of performance resulting from equipment not supplied and
installed by Nortel Networks or Nortel Networks' agents or
subcontractors pursuant to this Agreement. Nortel Networks shall not be
responsible for interference or disruption of service caused by
operation of other radio systems, lightning, motor ignition or other
similar interference not reasonably anticipated or over which there is
not reasonable control. In the event Triton PCS utilizes facilities or
services supplied by others such as common carrier circuits, antennas
or towers, Triton PCS shall have total responsibility for the
availability or adequacy of such services or facilities.
1.2 The parties recognize that operation of Third Generation Network
Equipment alone or near other radio transmitters may result in
interference to Third Generation Network Equipment or to other
stations. Nortel Networks shall provide to Triton PCS, upon its
request, reasonable technical assistance to identify the cause of any
such interference. In connection with any interference problems, if
Nortel Networks was not responsible for RF/Network engineering design,
Triton PCS shall contact the design firm or such other third party
vendor or supplier as it deems appropriate to determine whether the
problem is a design or an Equipment problem. To the extent such
interference is caused by malfunction of Equipment, or failure of
Equipment to meet the Specifications, such correction shall be at
Nortel Networks sole cost and expense. If Nortel Networks was not
responsible for such interference or malfunction of Equipment, Nortel
Networks shall be paid for all costs and expenses incurred in
correcting the cause of interference and/or malfunction of Equipment.
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SCHEDULE C-5
CONFIDENTIAL INFORMATION
