EXHIBIT 10.49
-------------
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
TELECOMMUNICATIONS SYSTEM
MAINTENANCE AGREEMENT
THIS TELECOMMUNICATIONS SYSTEM MAINTENANCE AGREEMENT, hereinafter ("TSM")
made and entered into as of January 26, 1995, by and between Interstate
FiberNet, a Georgia General Partnership, having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("IFN") and Sprint Communications Company L.P., a Delaware
Limited Partnership, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇ ("Sprint"), IFN and Sprint being collectively referred to herein as the
"Parties".
WHEREAS, IFN has caused to be constructed a telecommunications system along
a Route between [____________] and [_________] as depicted in Exhibit E
consisting of approximately [___________________________________________________
______________________________]; and
WHEREAS, IFN and Sprint acknowledge their desire that Sprint perform
operations and maintenance functions for the buried cable portion of the route
and the potential emergency restoral of the [_______________________] of said
route (excluding the [_______________________];
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties mutually agree as follows:
ARTICLE 1. SCOPE OF AGREEMENT
Sprint shall perform the operations and maintenance functions which are
herein defined as routine maintenance and demand maintenance, [_________________
____] on the route, excluding [____________________] and the non-service
effecting demand maintenance elected to be provided by IFN. Sprint's operations
and maintenance functions shall be performed in accordance with the following
Exhibits attached hereto, which by this reference are incorporated herein.
EXHIBIT A Sprint and IFN Operations Escalation List
EXHIBIT B [__________] Surveillance Specifications
EXHIBIT C Splicing Specifications
EXHIBIT D Annualized Cable Cuts and Restoration Times
EXHIBIT E System Route Diagram
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ARTICLE 2. DEFINITIONS
Unless otherwise defined herein, the terms used in this Agreement shall
have their normal or customary meanings. In addition, for the purpose of this
Agreement, the following terms shall have the meanings set forth:
A. Routine Maintenance
Routine Maintenance shall include and be limited to only the following
items:
1. Twenty-four hour remote surveillance of the Sprint Fibers from Sprints
Network Control Centers for the purpose of identifying and correcting
fiber related dysfunction and monitoring alarms and the performing
appropriate dispatch to restore the fiber to normal specifications as
outlined herein. Such dispatch includes associated time, travel and
labor costs to complete repair or alarm restoral. IFN repair costs,
including shipping to and from the manufacture, are not a part of
Routine Maintenance.
2. Dispatching, and conducting normal locates of the IFN fiber optic cable,
excluding the [____________]of the Route. Normal locates shall be
further defined as all locates except those where a third party is
paralleling the Route within a distance of 10' of the buried IFN fiber
optic cable for a longitudinal distance in excess of one contiguous
mile. Such locates falling in the exception shall constitute a Demand
Maintenance condition.
3. Monitoring the excavating activities and providing protection of the
buried fiber optic cable by third parties. Normal monitoring shall be
further defined as all monitoring except those where a third party is
paralleling the Route within a distance of 10' of the buried IFN fiber
optic cable for a longitudinal distance in excess of one contiguous
mile. Such monitoring falling in the exception shall constitute a Demand
Maintenance condition.
4. Annual testing of all Sprint Fibers and recording the measurements and
maintaining records of such.
5. Periodic surveillance of the buried portion of the Route to identify
potential problems from construction, road maintenance activities, or
other potential hazards to the fiber, as specified in Exhibit B.
B. Demand Maintenance
It is understood and agreed to by the Parties that if an item is not
specifically covered in the definition of Routine Maintenance, it shall be
deemed to be Demand Maintenance. IFN shall pay Sprint for all reasonable Demand
Maintenance performed by Sprint hereunder at Sprint's Costs. IFN has the option
to perform non-service affecting Demand Maintenance ("NSADM") within 14 days
of notification from Sprint. In the event that the NSADM is not completed in 14
days, then Sprint shall complete the required NSADM at Sprint's sole discretion
and IFN shall reimburse Sprint for its Cost. Sprint, at Sprint's sole
discretion, will also perform non-service affecting
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Demand Maintenance during the 14 day period at IFN request and IFN shall
reimburse Sprint for its Cost. As used herein, "service affecting" shall mean
any maintenance, repair, activity, manipulation, upgrade, change-out or work on
or relating to the fiber optic cable, IFN Electronics and environmental systems
and any electrical devices attached to such items. It is the express intent of
the parties that Sprint shall provide, in Sprint's sole discretion, Demand
Maintenance which is service affecting or potentially service affecting on the
System. Additionally, Demand Maintenance shall include, at Sprint's sole option,
but not be limited to the following items:
1. Dispatch and subsequent repair to IFN Electronics.
2. Structural repair, painting, weather sealing, water proofing, removal of
graffiti, and replacement of roofs, at Regenerator Locations housing
Sprint Electronics.
3. Repair (including manipulation of fibers), relocation, or replacement of
fiber optic cable, splices, handholes, cable warning signs, conduit or
other outside plant appurtenances damaged through natural or unnatural
causes.
4. Completing extraordinary cable locates and providing cable protection as
noted in Item A.2. above.
5. Providing standby personnel to perform restoral services to the System
in anticipation of an impending natural disaster (i.e., flood, storm, or
other force majeure event). Sprint's reimbursement for Costs for this
standby service shall be limited to 200 man-hours per year. Any Costs in
excess of this limitation in a year shall be borne by Sprint.
C. Costs
Sprint's actual costs reasonably incurred and directly attributable to the
performance of a Demand Maintenance project on the Route is defined as the sum
of the following:
1. "Direct Labor Costs" which shall mean the actual direct cost (i.e.,
wages or salaries) of engineering, craft and immediate craft supervision
as specifically applicable to the performance of the project as recorded
through Sprint's positive labor time reporting system, and shall not
include any Sprint ▇▇▇▇-up, margin or profit.
2. "Direct Material Costs" which shall mean the actual invoiced cost or
material transfer cost (including freight costs) for material used in
performance of the project and shall not include any Sprint ▇▇▇▇-up,
margin or profit.
3. "Subcontractor Payments" which shall mean the actual amounts paid by
Sprint to subcontractors for the performance of work included in a
project and shall not include any Sprint ▇▇▇▇-up, margin or profit.
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4. "Overhead Costs" which shall mean:
a. Sprint shall charge Overhead Costs to IFN at one hundred percent
(100%) of Direct Labor Costs for a project.
b. Sprint shall charge Overhead Costs to IFN at fifty percent (50%) of
Direct Material Costs and Subcontractor Payments for a project.
D. IFN Electronics
The fiber optic communications equipment owned and used by IFN to
facilitate the transmission of communications over the fiber optic cable
installed by IFN, excluding the Sprint Electronics.
E. Regenerator Location
Site in which incoming signals are regenerated and retransmitted on an
outgoing circuit.
F. Sprint Electronics
The fiber optic telecommunications equipment owned and used by Sprint to
facilitate the transmission of communications over the Sprint Fibers.
G. System
The fiber optic telecommunications network constructed by IFN pursuant to
the TSA, including, but not limited to, all fiber cables, environmental systems,
the right-of-way, all IFN Sites and facilities.
H. TSA
The Telecommunications System Agreement by and between IFN and Sprint.
ARTICLE 3. MAINTENANCE
This article specifies terms and conditions applicable to Sprint's provision of
service to IFN and to the System.
1. GENERAL:
a. In operating, servicing and maintaining the System or parts thereof, Sprint
will exercise reasonable business judgment to protect and preserve the physical
assets, conduct its affairs practically and apply sound business practices and
principles, taking into consideration technological advances to assure that the
processes of the System do not materially and adversely deviate from evolving
industry practice.
b. In performing its service hereunder, Sprint shall take workmanlike care to
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prevent impairment to the signal continuity and performance of the System. The
precautions taken by Sprint shall include notification to the IFN designated
point of contact of any maintenance to the System which is potentially service
affecting. In addition Sprint shall reasonably cooperate with IFN in sharing
information and analyzing disturbances regarding the System, including providing
a summary of alarms relating to a specific event following a request by IFN.
c. Sprint shall operate, service and maintain a Network Control Center
staffed twenty-four (24) hours a day by trained and qualified personnel. Sprint
shall maintain a toll-free telephone number to contact personnel at the Control
Center. Control Center personnel shall dispatch maintenance and repair personnel
along the Route to affect repairs as defined for each route segment, whether
through the Network Control Center's remote surveillance equipment or otherwise.
d. [_________________], Sprint responsibilities - Sprint maintenance personnel
shall at Sprint's sole option, perform Demand Maintenance of Regenerator
Locations along the Route. IFN has the right to request that Sprint perform
emergency cable restoral service, which service is deemed to be Demand
Maintenance, in the event of [_____] outage. However, this type of service will
be performed at Sprint's sole discretion. Such restoral shall be limited to the
placement [___________________________________________________________]portion
of the Route for the temporary restoral service to IFN and Sprint fibers.
e. [___________________], Sprint responsibilities - Sprint maintenance
personnel shall perform Routine and Demand Maintenance and route patrol of the
buried fiber optic cable along the Route. Sprint maintenance personnel shall at
Sprint's sole option, perform Demand Maintenance of Regenerator Locations along
the Route. In addition, Sprint shall perform emergency cable restoral service,
which service is deemed to be Demand Maintenance.
f. Sprint maintenance personnel shall be available for dispatch twenty-four
(24) hours a day, seven days a week. Sprint shall use reasonable efforts to have
its first maintenance employee at the site requiring Demand Maintenance within
four (4) hours from the time of the alarm identification by Sprint's Network
Control Center or from the time of notification to Sprint's Network Control
Center by IFN, whichever occurs first. The current Sprint Network Control Center
telephone numbers are set forth in Exhibit A. The Sprint Network Control Center
shall either accept or deny IFN's request for Demand Maintenance within fifteen
(15) minutes of notification of request for Sprint to perform Demand Maintenance
by IFN.
g. Sprint shall avoid taking any operation, service or maintenance action
between 0700-2300 local time, Monday through Friday, inclusive, which is
reasonably expected to have disruptive impact on the continuity or performance
level of the System. Restricted activities during this period shall include
manually initiated actions that cause operation of the IFN automatic fiber
electronics protection switching equipment. However, specifically excluded from
such restricted activities are any actions required to restore continuity to a
severed or partially severed fiber optic cable, restore dysfunctional power and
ancillary support equipment, and to correct any potential jeopardy conditions.
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h. Sprint shall coordinate with the IFN designated point of contact no later
than five (5) business days prior to the date of any planned non-emergency
operation, service and maintenance activity to be accomplished that is
reasonably expected to produce any signal discontinuity to the System including
that imposed by the operation of the fiber electronics protection switching
equipment. In the event that a Sprint planned activity is canceled or delayed
for whatever reason as previously notified, Sprint shall notify the IFN
designated point of contact at Sprint's earliest opportunity and will comply
with the provisions of the previous sentence to re-schedule any delayed
activity. The current IFN telephone numbers are set forth in Exhibit A.
i. Sprint shall provide IFN redline as-built drawings within thirty (30) days
of a request by IFN and new or updated as-built drawings within one hundred
eighty (180) days of completion of any cable relocation or other engineering
changes affecting the buried fiber portions of the Route.
j. Sprint shall use its best faith efforts to meet maintenance specification
on the IFN fiber cable that Sprint sets for its own network. IFN may not use
these maintenance specifications for measuring Sprint's performance hereunder.
It is expressly understood that the maintenance standards and specifications to
which Sprint will be held accountable to are included in Exhibits B through D.
k. If IFN believes that Sprint has failed to use reasonable efforts to perform
its operation, service and maintenance obligations in accordance with this TSM,
then IFN shall utilize Exhibit A, Sprint Operations Escalation List, to report
and seek immediate initial redress of such exceptions to the operation, service
and maintenance objectives. In the event of a material service affecting event,
if IFN has contacted up through the highest level on the Escalation List and has
not obtained resolution and/or not received a call back from the senior Sprint
executive within two hours, then IFN may cure by providing its own maintenance
service to keep the System operational. In such case, IFN may withhold an amount
equal to their direct cost incurred in curing such material service affecting
event. In no event will the amount(s) withheld exceed [_______]in any month.
Sprint shall also have the right to audit the direct costs attributable to the
maintenance cost performed. This is the only remedy available to IFN under the
TSM.
2. REGENERATOR AND POP LOCATIONS
a. Sprint shall provide at Sprint's sole option, Demand Maintenance to operate
and maintain the regenerator locations in a manner which will permit the normal
operation of the Route.
b. Sprint shall provide at Sprint's sole option, Demand Maintenance for [____
____________________________________________]provided by IFN which are necessary
at regenerator locations for the Route, with the exception of non-service
affecting Demand Maintenance as outlined herein.
c. At a minimum, Sprint's Network Control Center shall monitor alarms for
intrusion, high/low temperature, fire or smoke, toxic/explosive gas (where
applicable),
Page 6
DC and commercial AC power, and high water (where applicable). Upon receipt of
an alarm, Sprint shall take appropriate action. Sprint shall be responsible for
taking all emergency corrective actions, likewise Sprint at its sole discretion
shall take immediate corrective action on Routine or Demand Maintenance items.
3. IFN FIBER AND CABLE
a. Sprint shall use reasonable efforts to service and maintain the IFN fiber
cable in good and operable condition and in a workmanlike manner as described
under Routine and Demand Maintenance.
b. Sprint shall have no obligation (including, but not limited to, any
obligation for any cost of improvement, repair or replacement) with respect to
defects in the material or workmanship (excluding the workmanship of splices
performed by Sprint subsequent to the effective date of this agreement). Sprint
agrees, however, to perform replacements, improvements or make any reasonable
repairs required to IFN fiber cable due to defects in the material or
workmanship of the IFN fiber cable and such replacements, improvements or
repairs shall be treated as Demand Maintenance.
c. Sprint shall perform any operation, service and maintenance as required
under this TSM on the System if such work is necessitated by IFN negligent or
improper use of IFN fiber cable. However, IFN shall pay Sprint the Demand
Maintenance charges for such operation, service and maintenance, including any
operations, service and maintenance to the System, or any portion thereof which
results from IFN negligent or improper use of IFN fiber cable.
d. On the [____________________] portion of the Route, Sprint maintenance
personnel shall perform Routine and Demand Maintenance and route patrol of the
buried fiber optic cable along the IFN Route. Sprint maintenance personnel shall
perform at Sprint's sole option, Demand Maintenance of IFN Regenerator Locations
along the Route.
e. IFN shall register with all applicable state One Call Agencies where the
Route traverses. IFN shall place adequate Cable Warning Signs during
construction to warn the general public of the presence of IFN Fiber Optic
Cable; such Cable Warning Signs shall include the Sprint Call Before You Dig
Center 800 number (▇-▇▇▇-▇▇▇-▇▇▇▇). IFN shall be responsible for the costs of
receiving all locate information from the state One Call Agencies. IFN shall
deliver to Sprint, in a form acceptable to Sprint, all One Call Agency tickets
that it receives within ten (10) minutes of receipt. Sprint shall maintain a
Call Before You Dig (CBYD) Center available on a twenty-four (24) hour, seven
day a week basis to receive requests for locates from both the state One Call
Agencies and demand locates from the general public through route Cable Warning
Signs. Sprint shall dispatch arid perform all required cable locates in such
manner as to assure reasonable protection of the System.
f. Sprint shall be responsible on a Demand Maintenance basis for correcting or
repairing IFN fiber cable discontinuity or damage on the [_____________________]
segment of the Route. Sprint shall be responsible for providing billing
information to IFN for emergency repair of the IFN fiber cable. IFN shall pay
Sprint for the emergency
Page 7
repair as Demand Maintenance; collection of damages from a third party shall be
the sole responsibility of IFN.
g. Sprint shall use reasonable efforts to achieve the objectives set forth in
Exhibit D relating to the repair of IFN fiber traffic-affecting discontinuity.
Sprint shall maintain sufficient capability to teleconference with the IFN
designated point of contact during an emergency repair in order to provide
continuous communication. Within twenty-four (24) hours after completion of an
emergency repair, Sprint shall commence its planning for permanent repair, shall
notify the IFN designated point of contact of such plans, and shall implement
such permanent repair within an appropriate time thereafter.
h. Whenever splicing is required under this Agreement, Sprint shall use
reasonable efforts to comply with the Splicing Specifications as provided in
Exhibit C. Sprint shall provide to IFN any modifications to these specifications
for IFN approval, which shall not be unreasonably withheld.
4. CONTRACTING
a. To the extent that Sprint contracts to any contractor all or any portion of
its rights and obligations under the TSM such contractor may be permitted to
assume some or all of Sprint's obligations under the TSM as applicable.
ARTICLE 4. TERM
The initial Term of the TSM shall commence as of the date of Acceptance as
defined in Article 5 of the TSA and shall remain in force and effect for a
period of five (5) years ("Initial Term"). Thereafter, Sprint will have [_______
________________] options to extend the term. Each option to extend the Term
shall be exerciseable by Sprint as set forth in Article 5.C. The TSM shall be
implemented in segments as defined in Article 1.7h of the TSA.
ARTICLE 5. COMPENSATION
A. Until Acceptance of the Sprint Fibers by Sprint or [____________], which
ever occurs first, the compensation defined in Article 1.7(h) of the TSA
shall control. Following Acceptance of the Sprint Fibers by Sprint or [____
_______], which ever occurs first, for Routine Maintenance during the term
of this TSM, IFN shall pay [____________________________________] per
month to Sprint for all Routine Maintenance the buried cable on the Route
(as defined in Exhibit B), beginning thirty (30) days after Acceptance of
the Sprint Fibers, as defined in Article 5 of the TSA, and monthly
thereafter for the term of the TSM. Annually from [____________], the
recurring monthly payment for Routine Maintenance will be adjusted by the
Consumer Price Index (CPI) as defined by the U.S. Department of Labor as
published effective December 31 of the previous year.
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B. For Demand Maintenance, Sprint shall charge IFN on a project basis it's
Costs, as defined in Article 2, Section C, of this TSM.
C. At the end of the initial Term and all renewals, Sprint and IFN shall
review the actual costs associated with providing Routine Maintenance and
Demand Maintenance and shall negotiate new pricing to fairly accommodate
the actual cost. Sprint, at Sprint's sole discretion, and if requested by
IFN, may agree to the non-renewal of this TSM.
The existing TSM shall remain in effect after the Initial Term, until IFN
and Sprint have negotiated a renewal to the TSM, unless the non-renewal of
this TSM is jointly agreed upon. In the event that IFN and Sprint are
unable to negotiate a renewal of this TSM within sixty (60) days of the end
of the Initial Term, either party may submit the issue to arbitration
pursuant to Article 15 of the TSA, in which arbitration the arbitrators
shall apply fair market value and other applicable industry standards.
ARTICLE 6. LIMITATION OF LIABILITY
A. Except as stated in this Agreement, neither Party shall be liable to the
other Party for:
1. Any claim by third parties arising out of any act or omission of a
Party, its users or any other entity furnishing services or facilities
for use in conjunction with the Service provided hereunder;
2. Any Claim arising out of a breach in privacy or security of
communications transmitted over either Party's facilities;
3. Any failure of facilities associated with Service provided hereunder, or
for any mistakes, omissions, interruptions, delays errors or defects in
transmission occurring in the course of furnishing the Service.
B. The liability of each Party for defaults, breaches or representations,
warranties, and agreements hereunder, or in any other respect hereunder,
shall not exceed an amount equal to the amounts which are charged for
Service provided under this Agreement for the month in which the default or
breach occurred. In no event will either Party be liable to the other Party
for any indirect, consequential, special, incidental, or punitive damages,
or for any lost profits of any kind or nature whatsoever, regardless of the
foreseeability thereof.
ARTICLE 7. CONFIDENTIAL INFORMATION
IFN shall preserve, with the same degree of care accorded its own
proprietary information, but in no event less than reasonable care, this TSM and
Sprint confidential or proprietary information obtained in Sprint's performance
of operations and maintenance functions for IFN, and shall be bound by the
Nondisclosure
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Agreement attached as Exhibit G to the TSA. IFN shall not, without the prior
written consent of Sprint, in any manner advertise or publish the fact that
Sprint has entered into this Agreement. It is understood and agreed by Sprint
that IFN has the right to disclose this Agreement to governmental agencies
having requisite governmental authority over the terms of this Agreement,
provided that IFN has given Sprint prior written notice of impending disclosure,
and Sprint has a reasonable opportunity to defend against such disclosure. IFN
shall retain the right to notify its capacity customers that Sprint is providing
maintenance for the buried fiber plant and may update its customers on restoral
progress by Sprint in the event of an outage.
ARTICLE 8. INDEMNIFICATION
Each Party agrees to indemnify and hold harmless the other Party from
claims by persons not a party to this Agreement for injuries or damages from the
negligent or willful actions of the indemnifying Party's employees, agents,
contractors, or representatives.
ARTICLE 9. INSURANCE
If Sprint is to perform work on IFN's premises, Sprint shall obtain and
maintain in force (for the Term) Services Commercial General Liability
Insurance, including coverage for contractual liability and personal insurance,
personal injury or death or property damage, in the amount not less than [______
______________________________] per occurrence, insuring Sprint and naming IFN
as an additional insured, and waiving all of insurer's right of subrogation
against IFN. Before commencing work on IFN premises, Sprint will provide
satisfactory evidence of the required insurance and stating that no policy may
be canceled or materially altered without first giving IFN thirty (30) days
written notice.
ARTICLE 10. COMPLIANCE WITH LAWS
Sprint, in the providing of operations and maintenance functions to IFN,
will comply with all applicable state, federal and local laws, orders and
judicial and administrative law decisions, and executive orders (including
Executive Order 11246) and regulations, including, but not limited to, matters
regarding occupational health and safety, and the prohibition of employment
discrimination.
ARTICLE 11. TAXES
IFN shall be fully responsible for the payment of any and all ad valorem,
property, franchise, gross receipts, sales, use and other taxes directly
applicable to the System and the maintenance services it purchases pursuant to
this TSM between the Parties (except income taxes on the revenue of Sprint and
any taxes on Sprint personnel or assets).
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ARTICLE 12. MISCELLANEOUS
A. Any work performed by Sprint on IFN premises shall be performed while
taking all necessary precautions to prevent the occurrence of any injury to
persons or property during the progress of such work and shall adhere to
Sprint security and operational procedures, policies and operation.
B. Sprint shall immediately notify IFN by telephone (followed by written
confirmation within twenty-four hours) of any product used in providing
services hereunder which fails to comply with any applicable safety rules
or standards of concerned governmental agencies (including the
Environmental Protection Agency), or which contains a defect which could
create or present a substantial risk to stored data or software, or which
presents a substantial risk to the public health or of injury to the public
or to the environment.
C. Except as specifically provided herein, this TSM does not constitute either
Party as the agent or legal representative of the other Party, and does not
create a partnership of joint venture between the Parties. Each Party may
engage in and possess other business ventures that are competitive with the
services under this TSM. This TSM is not intended to be an exclusive TSM
for any services.
D. This TSM, together with all Exhibits, shall constitute the entire agreement
and no negotiations or discussions prior to execution shall be of any
effect.
E. The invalidity in whole or in part of any provision shall not affect the
validity of any other provision.
F. The right and remedies of the Parties shall be cumulative and in addition
to any other rights and remedies provided by law or equity. A waiver of a
breach of any provision hereof shall not constitute a waiver of any other
breach. The laws of the state of Kansas shall govern this Agreement.
G. No subsequent agreement concerning the System shall be effective unless
made in writing and executed by authorized representatives of the Parties.
H. Notices shall be in writing, mailed certified with return receipt
requested, effective upon receipt and sent to:
Sprint: Sprint Communications Company L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN.: Network Real Estate
Copy to: Sprint Communications Company L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN.: Law Department
Page 11
Interstate FiberNet: Interstate FiberNet
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇
Copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
or to replacement addresses that may be later designated in writing.
I. In the event suit is brought or an attorney is retained by either Party to
enforce the terms of this TSM, the prevailing Party shall be entitled to
recover, in addition to any other remedy, reimbursement for reasonable
attorneys' fees.
J. The terms and provisions of this Agreement that by their sense and context
are intended to survive the performance thereof by the Parties shall
survive the completion of performance and termination of this Agreement.
K. Neither Party may assign this Agreement without the prior written consent
of the other Party, except that Sprint may assign its rights and
obligations hereunder to a legal entity which is a successor, assign,
subsidiary or affiliate of Sprint Corporation without notice or consent.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate as of
the date and year first above written.
SPRINT COMMUNICATIONS COMPANY LP. INTERSTATE FIBERNET,
A DELAWARE LIMITED PARTNERSHIP. A GEORGIA GENERAL PARTNERSHIP.
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President, Network Title: General Manager
Date: 1/26/95 Date: 1/30/95
--------------------------------- --------------------------
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EXHIBIT A
Operations Escalation List
SPRINT
Sprint Network Control Center
▇-▇▇▇-▇▇▇-▇▇▇▇
1st Level of Escalation
Network Control Center Lead Technicians
▇-▇▇▇-▇▇▇-▇▇▇▇
2nd Level of Escalation
Network Control Center Supervisors
▇▇▇-▇▇▇-▇▇▇▇
3rd Level of Escalation
Logistics and Control Center Manager
▇▇▇-▇▇▇-▇▇▇▇
4th Level of Escalation
East Region Fiber Operations Director
▇▇▇-▇▇▇-▇▇▇▇
5th Level of Escalation
Vice President Operations
▇▇▇-▇▇▇-▇▇▇▇
All after hour escalation or notifications will be made through the Network
Control Center at ▇▇▇-▇▇▇-▇▇▇▇.
Interstate FiberNet
IFN Network Control Center
▇-▇▇▇-▇▇▇-▇▇▇▇
1st Level of Escalation
Network Control Center Lead Technicians
▇-▇▇▇-▇▇▇-▇▇▇▇
2nd Level of Escalation
Network Control Center Supervisor
▇▇▇-▇▇▇-▇▇▇▇
3rd Level of Escalation
Director of Operations
▇▇▇-▇▇▇-▇▇▇▇
4th Level of Escalation
Vice President Operations
▇▇▇-▇▇▇-▇▇▇▇
***INFORMATION IN THIS EXHIBIT B (PAGES 1-3) HAS BEEN OMITTED PURSUANT TO
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION.***
EXHIBIT B
[___________]Surveillance Specifications
***INFORMATION IN THIS EXHIBIT C HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
EXHIBIT C
Splicing Specifications
EXHIBIT D
Annualized Cable Cuts and Restorations Times
[________]:
-----------
[________]
[________]
EXHIBIT E
SYSTEM ROUTE DIAGRAM
(To be developed)