EXHIBIT 10.46
***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.***
FIBER OPTIC CAPACITY MARKETING AND OPERATING AGREEMENT
between
FLORIDA POWER & LIGHT COMPANY
and
INTERSTATE FIBERNET
TABLE OF CONTENTS
ARTICLE I - DEFINITIONS..................................... 1
1.1 Capacity.......................................... 1
1.2 FPL Network....................................... 1
1.3 Licensee.......................................... 1
1.4 License Agreement................................. 2
1.5 Marks............................................. 2
1.6 Marketing Representative.......................... 2
1.7 Operating Services................................ 2
1.8 Service Order(s).................................. 2
1.9 Technical Specifications.......................... 2
ARTICLE II - NON-EXCLUSIVE INDEPENDENT MARKETING
REPRESENTATIVE AND SERVICE PROVIDER............... 2
2.1 Non-Exclusive Marketing Representative............ 2
2.2 Provision of Operating Services................... 2
2.3 Independent Contractors........................... 2
2.4 Common Carrier Status............................. 3
ARTICLE III - TERM AND TERMINATION.......................... 3
3.1 Term.............................................. 3
3.2 Termination of Marketing Services................. 3
3.3 Termination of Operating Services................. 3
3.4 Termination for Default or Cause.................. 3
3.5 Non-Waiver........................................ 4
[________________________________________________________]
3.7 Use of Marks...................................... 5
ARTICLE IV - IFN RESPONSIBILITIES........................... 5
4.1 Marketing......................................... 5
4.2 Advertising....................................... 5
4.3 Sales Activity.................................... 5
4.4 License Agreement and Service Orders.............. 5
4.5 Operating Services................................ 6
4.5.1 Provision Circuits......................... 6
4.5.2 Monitoring................................. 6
4.5.3 Notification to Repair..................... 6
4.5.4 Licensee Calls and Contact................. 6
4.5.5 Billing and Collection..................... 6
4.5.6 Bad Debt................................... 7
4.5.7 Audit Rights............................... 7
4.6 Coordination...................................... 7
4.7 Actions of IFN.................................... 8
4.8 Proprietary Information........................... 8
4.9 Confidentiality................................... 8
4.10 Warranties........................................ 8
4.11 Limitation of Liability........................... 8
4.12 Indemnification................................... 8
4.13 Insurance......................................... 9
i
4.13.1 Duration.................................. 9
ARTICLE V - FPL'S RESPONSIBILITIES.......................... 9
5.1 Commissions and Fees.............................. 9
5.2 Information....................................... 9
5.3 Coordination...................................... 10
ARTICLE VI - GENERAL PROVISIONS............................. 10
6.1 Survival of Obligations........................... 10
6.2 Non-waiver........................................ 10
6.3 Non-exclusive Right............................... 10
6.4 Assignment........................................ 10
6.5 Notice under this Agreement....................... 11
6.6 Force Majeure..................................... 11
6.6.1 Extension of Time.......................... 11
6.6.2 Notice..................................... 12
6.7 Limitation on Benefits of this Agreement.......... 12
6.8 Severability...................................... 12
6.9 Applicable Law.................................... 12
6.10 Effect of Headings................................ 12
6.11 Modification...................................... 12
6.12 Complete Agreement; Counterparts.................. 12
Exhibits
--------
Exhibit A Form Master Capacity License Agreement
Exhibit B Service Order Form (attached to Exhibit A)
Exhibit C Circuitry Design - IFN Provisioning Flow Chart
Exhibit D Monitoring Capability
Exhibit E Commission Schedule
ii
FIBER OPTIC CAPACITY MARKETING AND OPERATING AGREEMENT
between
FLORIDA POWER & LIGHT COMPANY
and
INTERSTATE FIBERNET
THIS AGREEMENT is entered into as of March 21, 1996 by and between
Interstate FiberNet, a Georgia general partnership ("IFN"), and Florida Power &
Light Company, a Florida corporation ("FPL").
RECITALS
WHEREAS, FPL is an investor-owned electric utility regulated by the Florida
Public Service Commission and has excess fiber optic capacity which it wishes to
make available by license agreement for use for resale by certain
telecommunication companies which offer telecommunications service to the
general public for hire, and
WHEREAS, IFN is a carrier's carrier (certified by FCC) and engaged in the
business of owning, managing and marketing fiber optic networks in the Southeast
United States and has the personnel and expertise to market a license agreement
providing for use of FPL's excess fiber optic capacity by certain
telecommunications companies as Marketing Representative of FPL, and
WHEREAS, IFN has the personnel and expertise to provide operating services
in connection with the use and licensing of FPL's fiber optic capacity,
NOW, THEREFORE, in consideration of the premises, covenants, and
understandings set forth herein and other good and valuable consideration, the
Parties agree as follows:
ARTICLE I -
DEFINITIONS
1.1 Capacity. DS-l and above level capacity provided by FPL to the
--------
Licensee. As used within the context of this Agreement, the term DS-1 shall have
the same meaning and conform to the Technical Specifications as set forth in
Exhibit "A" attached to the Master Capacity Licensing Agreement.
1.2 FPL Network. FPL's optical cable and optical/electronic equipment
-----------
used to deliver Capacity to the Licensee.
1.3 Licensee. The entity which executes a Master Capacity License
--------
Agreement for resale use of FPL's excess Capacity. A Licensee shall be a
telecommunications company which is certified pursuant to Chapter 364, Florida
Statutes.
1.4 License Agreement. The Master Capacity License Agreement for license
-----------------
of FPL Capacity, in substantially the same form as Exhibit "A" attached hereto.
The Capacity Agreement may be modified as negotiated and agreed to among the
Parties.
1.5 Marks. Trademarks, service marks, trade names, insignia, symbols,
-----
decorative designs, or the like that FPL or its Affiliates own are licensed or
sub-licensed to use in connection with the FPL Network, and which FPL, in its
sole discretion, determines IFN is licensed to use.
1.6 Marketing Representative. IFN acting as an independent contractor in
------------------------
the promoting and marketing of FPL's Capacity to certain Licensees as approved
by FPL and providing certain operating services associated with the use of FPL's
Capacity.
1.7 Operating Services. Those functions provided by IFN to support the
------------------
daily operation of the FPL Network and as defined in Article IV herein.
1.8 Service Order(s). The written executed request by a
----------------
Licensee for a specific Capacity use on a specific segment on the
FPL Network. A copy of the Service Order Form shall be attached as
Exhibit B to the License Agreement and the form is attached hereto
as Exhibit "B".
1.9 Technical Specifications. The operating and technical specification
------------------------
requirements of the Capacity to be licensed to
Licensee as set forth in Exhibit "A" of the Master Capacity Licensing Agreement.
ARTICLE II -
NON-EXCLUSIVE INDEPENDENT MARKETING REPRESENTATIVE
AND SERVICE PROVIDER
2.1 Non-Exclusive Marketing Representative. FPL. hereby appoints IFN
--------------------------------------
to serve as FPL's authorized non-exclusive representative for the marketing
of Capacity to Licensees and IFN hereby accepts appointment as Marketing
Representative.
2.2 Provision of Operating Services. FPL and IFN further agree that IFN
-------------------------------
shall provide certain operating services ("Operating Services"), identified in
Article IV, below, and associated with all Master Capacity License Agreements
which IFN secures for FPL.
2.3 Independent Contractors. IFN and FPL shall be construed to be
-----------------------
independent contractors. This Agreement shall not be deemed to create a joint
venture, partnership or any other legal relationship between IFN and FPL where
either Party shall share or be responsible for the debts and liabilities of the
other beyond the extent expressly provided for in, and limited by, this
Page 2 of 13
Agreement. Nor shall this Agreement be construed as
right to IFN or FPL to legally bind the other in any manner or to be able to
incur debts and liabilities on behalf of the other except as expressly provided
for herein. IFN is at all times solely responsible for performing and
completing its obligations under this Agreement with full power and authority to
select the methods, means and manner of performing these obligations, as long as
such methods, means and manner conform to the requirements and specifications
and authorized changes thereto of FPL and do not adversely affect or
interfere with FPL's electric service obligations, including considerations
of safety and economics. IFN is solely responsible for its employees, including
but not limited to the hiring, terminating, compensating, training, controlling,
directing and disciplining of its employees.
2.4 Common Carrier Status. Nothing in this Agreement shall be construed
---------------------
to make FPL or IFN a Telecommunications Company or a Common Carrier or obligate
IFN or FPL to provide Telecommunication or Common Carrier Service.
ARTICLE III -
TERM AND TERMINATION
3.1 Term. The term of this Agreement shall be seven (7) years, commencing
----
on the date written above that this Agreement was entered into and terminating
at 12:01 a.m. on March 21, 2003, the seventh (7th) anniversary of the
effective date.
3.2 Termination of Marketing Services. Notwithstanding the foregoing, FPL
---------------------------------
may terminate this Agreement as to IFN acting as Marketing Representative for
FPL, with or without cause, upon thirty (30) days written notice of termination.
Upon receipt of such notice only the following provisions of the Agreement
directly relating to the marketing services shall be terminated: Sections 2.1,
4.1, 4.2, 4.3, and 4.4 herein. All other provisions of this Agreement shall
survive the termination of the Agreement for marketing services.
3.3 Termination of Operating Services. Termination of this Agreement,
---------------------------------
other than as to IFN acting as Marketing Representative as set forth in Section
3.2 above, shall be for default or cause, or upon twelve months prior written
notice to the other Party, after termination of the Marketing Services.
Payments of all commissions to IFN shall cease immediately upon termination of
the Operating Services by IFN.
3.4 Termination for Default or Cause. Either Party may terminate this
--------------------------------
Agreement upon the occurrence of a default or of any one or more of the events
described below, which shall be deemed to be termination for cause, by giving
the other Party written notice
Page 3 of 13
of its desire to terminate at least thirty (30) days prior to the intended date
of termination:
(a) FPL or IFN makes an assignment for the benefit of creditors; or
a trustee or receiver of any substantial part of FPL or IFN's
assets is appointed by any Court(s); or
(b) IFN has made any material misrepresentations or omission in its
representations to FPL of its ability to act as Marketing
Representative for FPL or FPL has made material
misrepresentations or omission to IFN as to available capacity
or IFN or FPL is convicted of or pleads no contest to a felony
or other crime or offense that is likely to adversely affect the
reputation of the other Party or its affiliated companies; or
(c) IFN or FPL: (i) attempts to make an unauthorized assignment of
this Agreement; or (ii) receives a notice of violation of the
terms or conditions of any license or permit required by either
Party or its employees in the conduct of its business with
respect to this Agreement and fails to correct such violation;
or (iii) fails to comply with any provision of this Agreement,
and does not correct such failure within thirty (30) days after
written notice of such failure to comply is delivered to the
other Party, or (iv) fails in any six (6) consecutive months to
comply with any material provision of this Agreement whether or
not such failures to comply are corrected after notice thereof
is delivered to the other Party; or
(d) FPL or IFN conducts illegal or unauthorized activity associated
with this Agreement.
3.5 Non-Waiver. Waiver by either Party of any deficiencies in one or more
----------
instances shall not constitute a waiver of either Party's right to terminate
this Agreement in subsequent instances.
[________________________________________________________________________
____________________________________________________________________________
_______________________________________________________________________________
_____________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________________
______________________________________________________________________________
________________________________________________________________________].
Page 4 of 13
3.7 Use of Marks. Upon termination or expiration of this Agreement, IFN
------------
shall immediately cease use of any ▇▇▇▇ used by IFN in the marketing or
providing of service for FPL and shall not directly or indirectly identify
itself or any business as associated with FPL and, upon request of FPL
shall return immediately to FPL any advertising and marketing material, or
other documents identifying or relating to FPL's business.
ARTICLE IV -
IFN RESPONSIBILITIES
4.1 Marketing. IFN shall maintain a trained, professional and capable
---------
sales staff to market and provide marketing support for use of FPL fiber optic
Capacity by Licensees and to work with FPL to assure Licensee satisfaction.
4.2 Advertising. IFN, at its cost, shall actively promote and market the
-----------
use of the FPL Capacity consistent with the Technical Specifications and forms
established and approved by IFN and FPL from time to time, relating to factual
matters pertaining to the FPL facilities, marks and trademarks. Such Technical
Specifications and forms shall be limited to factual matters pertaining to FPL
facilities and use of Marks. FPL shall have the right to review all advertising
and marketing materials involving license of FPL Capacity prior to distribution
by IFN
4.3 Sales Activity. IFN shall use its best efforts in securing Master
--------------
Capacity License Agreements for resale use of FPL Capacity by Licensees. These
efforts shall at all time be of a professional nature and in keeping with the
rules and regulations and public utility nature of FPL.
4.4 License Agreement and Service Orders. IFN shall provide to potential
------------------------------------
Licensees a Master Capacity License Agreement in substantially the same form
attached hereto as Exhibit A, as may be amended by FPL and IFN from time to
time, and shall assist a potential Licensee to complete and sign the Licensee
Agreement. IFN shall train and inform its personnel so as to accomplish
execution of the License Agreement in a professional and informed manner. IFN
shall not represent or agree with Licensee that Licensee will be charged or
provided Operating Services other than as agreed to in writing between IFN and
FPL. IFN shall inform potential Licensees that the License Agreement and all
Service Orders are not effective until executed by FPL and that FPL may reject
such Agreement or Service Orders if FPL determines that Licensee is an
unreasonable credit risk or that Licensee's proposed use would interfere with
FPL's own system integrity or service requirements, including considerations of
economy and safety. IFN shall procure and process all Service Orders
implementing the License Agreement, including obtaining the review and prior
written approval by FPL of the Service Orders.
Page 5 of 13
4.5 Operating Services. IFN shall provide Operating Services,
-------------------
including billing services, as to all Licensees obtained by IFN, as follows:
4.5.1 Provision Circuits. IFN will design circuitry for
------------------
connection to FPL's Network all Licensees for whom IFN will be providing
Operating Services. See Exhibit "C" attached hereto.
4.5.2 Monitoring. IFN will monitor all portions of FPL's fiber
----------
optic network used by Licensees. IFN's system monitoring capability is more
fully described in Exhibit "D" attached hereto. The actual design and
implementation of the monitoring system under this Agreement shall be
completed as part of the coordination requirement between FPL and IFN
engineering.
4.5.3 Notification to Repair. IFN will notify FPL to make repairs
----------------------
on FPL's Network. IFN will utilize the existing system of dispatch and
escalation already established by FPL. Notification instructions, and
subsequent updates, will be forwarded to IFN's Network Operations Center
(NOC). Following notification, IFN will monitor the fiber optic
transmission equipment and perform as much diagnostics as the equipment's
remote devices will allow. The repair notification process may require
reoccurring meetings between operations personnel to increase reliability
and meet Licensee expectations. IFN shall take any special requirements for
the FPL operations scheme under advisement and FPL and IFN shall agree as
to IFN's notification requirements. The requirements shall be acted upon
with Licensee satisfaction as the paramount concern.
4.5.4 Licensee Calls and Contact. IFN shall receive and respond
--------------------------
to all calls of Licensees and to inquiries about Operating Services. IFN
shall provide prompt, courteous, and efficient service to the caller.
4.5.5 Billing and Collection. IFN shall ▇▇▇▇ and collect monthly
----------------------
from all Licensees all License fees. After the month in which services is
rendered, IFN shall forward to FPL by wire transfer the aggregate sum of
such License fees contracted for less IFN's commission as set forth in
Exhibit "E", attached hereto and incorporated herein. If FPL does not
receive payment within the twenty (20) days as set forth above, FPL may
assess a late payment charge in the amount of one and a half (1 1/2)
percent of the amount due per month calculated on a daily basis or the
highest amount then permitted by law, whichever is higher. Failure to
forward such payment to FPL as due shall constitute a default going to the
essence of this Agreement and FPL, at its discretion, may cancel this
Agreement in whole or in part.
Page 6 of 13
4.5.6 Bad Debt. In the event that IFN determines a Licensee
--------
account to be uncollectible in part or in its entirety, IFN will deduct
this uncollectible amount, net of the commission that would have been due
IFN under Exhibit E of this Agreement, from the then current month FPL
remittance under Section 4.5.5 above. IFN will be required to take all
reasonable and customary actions to collect any and all amounts billed to a
Licensee including and not limited to direct contact and correspondence
with such Licensee and use of outside collection agencies. In no event will
IFN determine a Licensee account to be uncollectible until it is at least 6
months overdue. [_________________________________________________
_____________________________________________________________________
_______________________________________________________________________
___________________________________________________________________________
_________________________________________________________________________
___________________________________________________________________________
________________________________________________________________________
_______________________________________________________________________
__________________].
4.5.7 Audit Rights. FPL shall have the right, upon reasonable
------------
notice, to audit IFN's accounts and records to the extent necessary to
verify the correctness of the bills rendered under this Agreement. Any such
audit will be conducted during normal business hours at the offices where
such accounts and records are maintained. IFN shall be entitled to review
the audit findings. The results of all such audits shall be kept
confidential by FPL and IFN and shall not be released to any other party
without the written consent of IFN and FPL. IFN shall be responsible for
correcting any audit findings. Any amounts determined to be billed
incorrectly will be rebilled by IFN to the extent permitted by IFN's
contracts with customers. Any amount determined to be either under or over
remitted by IFN will be refunded to FPL or FPL will provide a refund to
IFN.
4.6 Coordination. IFN and FPL shall establish procedures to coordinate
------------
activities under this Agreement. Within five (5) days after execution of this
Agreement by both Parties, each Party shall designate an engineer Project
Manager. The Project Manager shall be responsible for coordinating the everyday
operating activities under this Agreement, including the following
responsibilities: (a) coordinate, plan, schedule and build system extensions,
including the provisioning of circuits and implementation of a monitoring
system; (b) coordinate the identification, analysis and resolution of
operational and maintenance problems and (c) provide monthly updates,
performance reports, etc. to the other Party as agreed upon.
Page 7 of 13
4.7 Actions of IFN IFN shall be governed in all dealings with the
--------------
Licensee and others making inquiries of, or approached by, IFN as to the License
Agreements or Operating Services by the highest standards of honesty, integrity
and fair dealings, and shall do nothing which would tend to discredit, dishonor,
reflect adversely upon or in any manner injure the reputation of FPL. IFN shall
at all times faithfully, honestly and diligently perform its obligations
hereunder. IFN shall take no action inconsistent with the provisions of this
Agreement.
4.8 Proprietary Information. IFN shall treat Licensee lists and related
-----------------------
information or data as the exclusive property of FPL and use such information
solely in the performance of its obligations and duties as described herein.
Upon request by FPL, IFN shall return such information to FPL upon termination
of this Agreement.
4.9 Confidentiality. Neither Party, without the other's specific prior
---------------
written consent, shall disclose to any third party, including but not limited to
Licensee, any information supplied to it by the other which has been designated
as CONFIDENTIAL or PROPRIETARY or PRIVATE, and which information is not
otherwise generally available to the public. The Parties hereby designate the
terms, conditions, exhibits and schedules of this Agreement to be confidential.
Neither Party, without the written consent of the other, shall provide a copy of
this Agreement in whole or part to any other person or entity except as may be
required by law.
4.10 Warranties. IFN shall not make any representations or warranties
----------
whatsoever, and shall effectively disclaim any authority to make such warranties
or representations on FPL's behalf, to any person or Licensee regarding
services, except as specifically authorized by FPL.
4.11 Limitation of Liability. In no event shall IFN or FPL be liable to
-----------------------
each other or to the Licensee or Licensee's customers or clients or to any other
person, firm or entity in any respect, including, without limitation, for any
damages, either direct, indirect, consequential, special, incidental, actual or
punitive, for any lost profits from customer ▇▇▇▇▇▇▇▇ arising out of mistakes,
accidents, errors, omissions, interruption, or defects in transmission, or
delays, including those which may be caused by regulatory or judicial
authorities, arising out of or relating to this Agreement or the obligations of
IFN or FPL pursuant to this Agreement.
4.12 Indemnification. IFN shall exercise its obligations hereunder at its
---------------
own sole risk and in consideration of this Agreement shall release, indemnify,
protect, defend and save harmless FPL, its parent, subsidiaries, affiliates
and their respective officers, directors, agents and employees (FPL Entities)
from and against any and all claims, liability, and demands
Page 8 of 13
whatsoever, including court costs and attorney's fees, including payments made
under any Workers' Compensation Law or under any plan for employees' disability
and death benefits, which may arise out of or be caused by IFN's negligence
resulting from or in connection with this Agreement or in connection with the
performance by IFN, its employees, contractors or subcontractors, of IFN's
obligations under this Agreement.
4.13 Insurance. IFN prior to exercise of its rights and obligations under
---------
this Agreement shall procure and maintain through the term of this Agreement
insurance in minimum amounts of [________________________________] to protect
IFN against any and all claims, demands, actions, judgments, cost, expenses and
liabilities of every nature, including attorney fees, which may result directly
or indirectly under this Agreement.
4.13.1 Duration. In the event that any policy furnished by
--------
IFN provides for coverage on a "claims made" basis, the retroactive
date of the policy shall be the same as the effective date of this
Agreement. Furthermore, for all policies furnished on a "claims made
basis," IFN's providing of such coverage shall survive the termination
of this Agreement until the expiration of the maximum statutory period
of limitations in the State of Florida for actions based in contract
or in tort; if coverage is on an "occurrence" basis, such insurance
shall be maintained by IFN during the entire term of this Agreement.
ARTICLE V -
FPL' S RESPONSIBILITIES
5.1 Commissions and Fees. In consideration for obtaining Licensees and
--------------------
providing Operating Services, FPL shall pay IFN a commission in accordance
with Exhibit "E" attached hereto. Commissions shall be paid only with respect
to License Agreements accepted and executed by FPL. FPL shall not unreasonably
refuse to accept a License Agreement presented to it by IFN. IFN shall deduct
its commission from the monthly payment to FPL as set forth in Section 4.5.5,
herein.
5.2 Information. FPL shall provide to IFN for use in IFN's marketing and
-----------
training efforts maps showing locations of FPL's Network relating to FPL's
Master Capacity License Agreement and operating Services to be provided by IFN,
as may be amended by FPL from time to time and such quantities of FPL's
literature, instructions and other materials as may be reasonably requested by
IFN for use in connection with IFN's efforts. FPL shall be solely responsible
for the accuracy of the information provided to IFN.
Page 9 of 13
5.3 Coordination. FPL shall coordinate activities with IFN as set forth
------------
in Section 4.6 above.
ARTICLE VI -
GENERAL PROVISIONS
6.1 Survival of Obligations. Termination of this Agreement for any
-----------------------
reason, in whole or part, shall not release either IFN or FPL from any liability
which at the time of termination has already accrued to the other or from any
obligation which is expressly stated herein to survive termination. All
provisions of this Agreement providing for limitation of or protection against
liability shall apply to the fullest extent provided by law and survive
termination of this Agreement and completion of IFN's services and shall include
but not be limited to Sections 4.8, 4.9, 4.10, 4.11, 4.12 and 4.13.
6.2 Non-waiver. Failure to enforce or insist upon compliance with any of
----------
the terms or conditions of this Agreement shall not constitute a general waiver
or relinquishment of any such terms or conditions, but the same shall be and
remain at all times in full force and effect and shall not affect the right of
either Party to terminate this Agreement or to require performance at any time
thereafter.
6.3 Non-exclusive Right. Nothing in this Agreement shall be construed to
-------------------
confer on IFN an exclusive right to market FPL's Capacity or to provide
Operating Services. IFN and FPL may engage in and possess interests in other
business ventures of any nature whatsoever, and may conduct all activities,
including activities in connection with telecommunications services and
marketing services, except as specifically and explicitly limited in this
Agreement. Nothing in this Agreement is intended, or shall be interpreted, to
restrict either Party in connection with any such activity, including activity
which is competitive with the activities contemplated in this Agreement, so long
as either Party does not violate any specific or explicit restriction or
obligation set forth in this Agreement.
6.4 Assignment. All rights and obligations hereunder, excepting the
----------
right to receive payment, are personal as to IFN and FPL and shall not be
assigned in whole or in part without the prior written consent of the other
Party; provided however, that FPL may assign this Agreement without the prior
consent of IFN, to any person, firm or corporation acquiring all or
substantially all of the assets of FPL or to any affiliate of FPL.
Page 10 of 13
6.5 Notice under this Agreement. All notices under this Agreement shall
---------------------------
be in writing and shall be delivered personally, sent by facsimile
transmission with facsimile transmitted confirmation of receipt, or be sent
by overnight commercial air courier (such as Federal Express) , or mailed,
certified or registered, postage prepaid, return receipt requested, to the
Project Manager to be designated and to
To IFN Interstate FiberNet
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To FPL Information Management Business Unit
Attn: ▇. ▇. ▇▇▇▇
Florida Power & Light Company
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
6.6 Force Majeure. Neither IFN nor FPL shall be liable or responsible for
-------------
any delay in the performance of, or the ability to perform, any duty or
obligation required by this Agreement in the event of a force majeure
occurrence. Such occurrence shall include, but shall not be limited to acts of
civil or military authority (including courts or administrative agencies) , acts
of God, war, riot, or insurrection, inability to obtain required permits or
licenses, blockades, embargoes, sabotage, epidemics, fires, unusually severe
floods or weather, strikes, lockouts or other labor disputes or difficulties.
The obligation of either Party to pay money in a timely manner is absolute and
shall not be subject to the force majeure provisions. Force majeure as used
herein means, without limitation, any cause or event not reasonably within the
control of FPL or IFN.
6.6.1 Extension of Time. In the event of any delay resulting from
-----------------
a force majeure circumstance, the time for performance hereunder shall be
extended for a period of time reasonably necessary to overcome the effect
of such delays. This extension applies to this Agreement only and not to
IFN's responsibility under the Master Capacity License Agreement or Service
Orders attached thereto.
Page 11 of 13
6.6.2 Notice. In the event of any delay or nonperformance
-------
caused by a force majeure circumstance, the Party affected shall promptly
notify the other in writing.
6.7 Limitation on Benefits of this Agreement. It is the intention of the
----------------------------------------
Parties hereto that no person or entity other than the Parties hereto is or
shall be entitled to bring any action to enforce any provision of this Agreement
against either of the Parties hereto, and that the covenants,
undertakings, and agreements set forth in this Agreement shall be solely for
the benefit of, and shall be enforceable only by, the Parties hereto or their
respective successors and assigns as permitted hereunder.
6.8 Severability. Should any part of any paragraph or provision of this
------------
Agreement be determined by a court of competent jurisdiction to be illegal or in
conflict with any applicable law, the validity of the remaining paragraph or
provisions shall not be impaired.
6.9 Applicable Law. This Agreement shall be construed and interpreted in
--------------
accordance with the laws of the State of Florida, without regard to conflicts of
laws principles.
6.10 Effect of Headings. The headings set forth herein are for convenience
------------------
only and shall not be deemed to modify or affect the rights and obligations of
the Parties to this Agreement.
6.11 Modification. This Agreement may not be modified or amended except
------------
in writing signed by both Parties.
6.12 Complete Agreement; Counterparts. This Agreement shall be signed by
--------------------------------
the authorized representatives of IFN and FPL and constitutes the final written
expression of all the terms of the agreement between them and is a complete and
exclusive statement of those terms. Any and all prior or contemporaneous
course of dealing, representations, promises, warranties or statements by the
Parties or their agents, employees, or representatives that differ in any way
from the terms of this written Agreement shall be given no force or effect.
This Agreement may be executed in counterparts, each of which shall
constitute originals hereof.
Page 12 of 13
IN WITNESS WHEREOF, IFN and FPL have caused this Agreement to be duly
executed the day and year first above written.
FLORIDA POWER & LIGHT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Title: VP
--------------------------
INTERSTATE FIBERNET
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
Title: VP/CFO Managing Partner
--------------------------
Attest:
------------------------
(Seal)
Page 13 of 13
EXHIBIT A
---------
Technical Specifications
Interstate FiberNet Transmission Performance
Standards and Objective Policy
A. Description of Services
---------------------------
1. Interstate Fibernet (IFN) provides transmission transport links between two
or more IFN Points of Premise which meet at a designated point between IFN and
the Customer. Where, IFN is the provider of local interconnect, Local Loop
Availability numbers are provided. The following standards apply to both on a
one-way basis for both DS1, DS3, OC-N and CCS7 services.
B. Availability:
----------------
Availability is measurement of the total time the service is operative when
measured over a time period of 30 consecutive days. DS3s and DS1s are considered
to be inoperative when there has been a loss of signal, when loop-back tests
confirm the observation of severely errored seconds, or IFN's network monitoring
system detects a bit-error rate of greater than 1X 10-9.
B1. DS3 and DS1 Performance Objectives
----------------------------------
The performance objectives for IFN DS3 service are as follows:
a). Meet or exceed 99.99% percent Circuit Availability on a monthly
basis. This objective applies except where a customer's
equipment is disconnected and/or inoperative or force majeure
(i.e. cable cuts) or planned maintenance actions initiated by
the customer.
b). Meet or exceed 99.95% percent Error Free Seconds on a monthly
basis.
c). Does not exceed .009% percent Severely Errored Seconds on a
monthly basis.
d). Service Community - in the event of primary facility failure,
service is guaranteed to switch to an alternate facility in
sixty seconds or less. Failure to meet this guarantee will
result in a credit as described in the following where the
trouble is in the network on public/private right-of-way.
e). Where IFN is responsible for end to end circuit engineering and
provisioning the end to end Circuit Availability percentage is
99.88%
The performance objectives for IFN DS1 service are as follows:
a). Meet or exceed 99.925% percent Circuit Availability on a monthly
basis. This objective applies except, where a customer's
equipment is disconnected and/or inoperative or force majeure
(i.e. cable cuts) or planned maintenance actions initiated by
the customer.
b). Meet or exceed 99.875% percent Error Free Seconds on a monthly
basis.
c). Does not exceed .009% percent Severely Errored Seconds on a
monthly basis.
d). Where IFN is responsible for end to end circuit engineering and
provisioning the end to end Circuit Availability percentage is
99.7%
B2. Technical Transmission Specification Standards: IFN and its facilities
pertaining to DS1, DS3 and OC-N performance adhere to the following
Technical References and Standards:
Digital Data Access Service
56.0 and 64 kbps ANSI T1.107b-1991
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇-▇▇▇▇▇▇
TR-INS-000342
Self-healing Rings TR-NWT-000496
B3. DS1 AND DS3 Interconnection:
----------------------------
DS3 interface combinations and technical specifications are referenced
in Bellcore TR-INS-000342.
DS1 interface combinations and technical specifications are referenced
in Bellcore TR-NFL-000054.
Availability Cont.
B4. SONET Specifications
--------------------
▇▇▇-▇, ▇▇-▇, ▇▇-▇, and OC-12 interface combinations and technical
specifications are referenced in BellSouth Telecommunications, Inc.
Technical TR-73582.
Where IFN has self-healing rings and customer have subscribed to DS3
service channels have a long term performance objective of 99.95% error-
free seconds and a severly errored second (SES) objective of less than
0.009% SES when the circuit is available. Self-healing multi-nodal DS1
high capacity service channels have a long term performance objective of
99.5% error-free seconds.
Transmission parameter limits, interface combinations, and technical
specifications applicable to Interstate Carriers for customer
interconnection at IFN POPs are contained in ANSI T1.403-1989 and
T1.404-1989.
C. When a Credit Allowance Applies
-------------------------------
In case of an interruption to any service, allowance for the period of
interruption, if not due to the negligence of the customer, shall be as
follows:
C1. IFN DS1 and DS3 Services
------------------------
No credit shall be allowed for an interruption of less than 30 minutes.
The Customer shall be credited for an interruption of 30 minutes or more
at the rate of 1/1440 of the monthly charges for the facility or service
for each period of 30 minutes or major fraction there of that the
interruption continues.
The monthly charges used to determine the credit shall be as follows:
The monthly charges shall be the total of all the monthly rate element
charges associated with the service
C2. SONET Ring Services
-------------------
For service interuption resulting from a failure of the equipment where
IFN's system does not automatically self-heal around the point of
failure, credit shall be allowed only for an interruption of 30 minutes
or more. The credit will begin when the customer reports the
interruption to IFN. This credit shall be at the rate of 1/1440 of the
total monthly charges assessed for that portion of the service that is
interrupted for each period of 30 minutes or major fraction hereof that
the interruption continues.
C3. Credit allowances will not apply if service is interrupted during
customer requested upgrades and/or additions to IFN service or during
customer requested rearrangements.
C4. CCS7 and Enhanced Services
--------------------------
For IFN's CCS7 Services, no credit shall be allowed for an interruption
of less than 30 seconds. The customer shall be credited for an
interruption of 30 seconds or more as follows:
For two-point services, when monthly rates are applicable, the credit
shall be at the rate of 1/8640 of the monthly charges for the service
for each period of 5 minutes or major fraction thereof that the
interruption continues.
D. Other Information and Conditions:
--------------------------------
D1. SONET Timing Issues
-------------------
DS1's carried over Synchronous Optical Network (SONET) transport systems
can incur phase transients as a result of pointer adjustments. In some
instances timing problems could surface in customer's equipment with
Stratum 3 or better clocks. This may result in the customer's clock
disqualifying its synchronization reference, generating an alarm and/or
selecting an alternate reference or entering holdover. To insure proper
operation, channelized DS1 circuits must comply with Bellcore Technical
Advisory, TA-NWT-000436. Digital Synchronization Network Plan, and ANSI
T1.101-1994. When timing is taken from a Company transported DS1, the
customer's equipment must be capable of accommodating SONET pointer
adjustments.
D2. Automatic Protection Switching
------------------------------
The Automatic Protection Switching provides protection on a 1XN basis
against failure of the electronic facilities between two IFN POPs.
Protection is furnished through the use of a switching arrangement that
automatically switches to a spare system when a working system fails. On
self-healing SONET rings a switch to protect facilities may, in some cases,
cause IFN services to be routed to an alternate path.
D3. Performance of Error Free Seconds
---------------------------------
Performance is noted as Error Free Seconds (EFS) which is measured as the
percentage of seconds over a 24 hour period not containing errors. EFS is
measured using our network management system which conforms to the CCITT
Recommendation 0.151.
E. Trouble Reporting/Monitoring
----------------------------
IFN monitors the network on a 7X24 basis, trouble resolution and repair
efforts will begin when network surveillance and internal monitoring
detects errors. Customer may also notify IFN of performance issues and test
with IFN to isolate and resolve the trouble.
In the event the Customer determines the services provided are not
conforming with the Technical Standards, the Customer shall provide IFN
immediate Telephone Notification, via the trouble reporting processes in
the IFN Operations Manual.
EXHIBIT B
INTERSTATE FIBERNET/FPL SERVICE ORDER
Master Capacity License No.: Date of Master Capacity License No.:
----- -----
The following order for service on the specified terms and conditions herein is
made by the undersigned Licensee pursuant to the Master Capacity License
referred to above ("Master Capacity License").
Date:
----------------------------------
Provider: Florida Power & Light Company
PON:
-----------------------------------
1. CAPACITY. Under this License, Licensor will provide the following capacity
--------
and ancillary services between its Points of Presence in the following cities:
Capacity Service
City A City Z Description Quantity Date
------ ------ ----------- -------- ----
II. SERVICE CHARGES
---------------
A. Aggregate Monthly Charges: $_________ each per month
(of which amount, $__________ each are charges for capacity and
$_________ are charges for ancillary services)
B. Total Non-Recurring Charges: $
--------------
C. Discounts Applicable? Yes No
----- -----
D. Monthly Minimums Applicable? Yes No
----- -----
III. TERMS OF PAYMENT. Monthly in advance, on the first day of each month, as
----------------
more fully described in the Master Capacity License. Any payment not received on
or before the required payment date as specified in the Master Capacity License
shall be subject to a late payment charge, also specified therein.
Page 1 of 2
IV. SERVICE ORDER TERM.
------------------
V. BASIC AGREEMENT. This Service Order is hereby incorporated in its entirety
---------------
into the Master Capacity License and is hereby executed by the respective
parties hereto as of _______________, 1996
LICENSEE:
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
LICENSOR:
FLORIDA POWER & LIGHT COMPANY
Provider
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
INTERSTATE FIBERNET
Agent
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
Page 2 of 2
Technical Specifications
Interstate FiberNet Transmission Performance
Standards and Objective Policy
A. Description of Services
--------------------------
1. Interstate Fibernet (IFN) provides transmission transport links between two
or more IFN Points of Premise which meet at a designated point between IFN and
the Customer. Where IFN is the provider of local interconnect, Local Loop
Availability numbers are provided. The following standards apply to both on a
one-way basis for both DS1, DS3, OC-N and CCS7 services.
B. Availability:
----------------
Availability is measurement of the total time the service is operative when
measured over a time period of 30 consecutive days. DS3s and DS1s are considered
to be inoperative when there has been a loss of signal, when loop-back tests
confirm the observation of severely errored seconds, or IFN's network monitoring
system detects a bit-error rate of greater than 1 X 10-9.
B1. DS3 and DS1 Performance Objectives
----------------------------------
The performance objectives for IFN DS3 service are as follows:
a). Meet or exceed 99.99% percent Circuit Availability on a monthly
basis. This objective applies except where a customer's equipment
is disconnected and/or inoperative or force majeure (i.e. cable
cuts) or planned maintenance actions initiated by the customer.
b). Meet or exceed 99.95% percent Error Free Seconds on a monthly basis.
c). Does not exceed .009% percent Severely Errored Seconds on a monthly
basis.
d). Service Continuity - in the event of primary facility failure,
service is guaranteed to switch to an alternate facility in sixty
seconds or less. Failure to meet this guarantee will result in a
credit as described in the following where the trouble is in the
network on public/private right-of-way.
e). Where IFN is responsible for end to end circuit engineering and
provisioning the end to end Circuit Availability percentage is
99.88%.
The performance objectives for IFN DS1 service are as follows:
a). Meet or exceed 99.925% percent Circuit Availability on a monthly
basis. This objective applies except where a customer's equipment is
disconnected and/or inoperative or force majeure (i.e. cable cuts)
or planned maintenance actions initiated by the customer.
b). Meet or exceed 99.875% percent Error Free Seconds on a monthly basis.
c). Does not exceed .009% percent Severely Errored Seconds on a monthly
basis.
d). Where IFN is responsible for end to end circuit engineering and
provisioning the end to end Circuit Availability percentage is 99.7%.
B2. Technical Transmission Specification Standards: IFN and its facilities
pertaining to DS1, DS3 and OC-N performance adhere to the following
Technical References and Standards:
Digital Data Access Service
56.0 and 64 khps ANSI T1.107b-1991
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇-▇▇▇▇▇▇
TR-INS-000342
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇-▇▇▇▇▇▇
B3. DS1 and DS3 Interconnection:
---------------------------
DS3 interface combinations and technical specifications are referenced in
Bellcore TR-INS-000342.
DS1 interface combinations and technical specifications are referenced in
Bellcore TR-NFL-000054.
Availability Cont.
B4. SONET Specifications
--------------------
STS-1, OC-1, OC-3 and OC-12 interface combinations and technical
specifications are referenced in BellSouth Telecommunications, Inc.
Technical Reference TR-73582.
Where IFN has self-healing rings and customer have subscribed to DS3
service channels have a long term performance objective of 99.95% error-
free seconds and a severely errored second (SES) objective of less than
0.009% SES when the circuit is available. Self-healing multi-nodal DS1 high
capacity service channels have a long term performance objective of 99.5%
error-free seconds.
Transmission parameter limits interface combinations and technical
specifications applicable to Interstate Carriers for customer
interconnection at IFN POPs are contained in ANSI T1.403-1989 and T1.404-
1989.
C. When a Credit Allowance Applies
-------------------------------
In case of an interruption to any service, allowance for the period of
interruption, if not due to the negligence of the customer, shall be as
follows:
C1. IFN DS1 and DS3 Services
------------------------
No credit shall be allowed for an interruption of less than 30 minutes. The
customer shall be credited for an interruption of 30 minutes or more at the
rate of 1/1440 of the monthly charges for the facility or servicee for each
period of 30 minutes or major fraction thereof that the interruption
continues.
The monthly charges used to determine the credit shall be as follows:
The monthly charges shall be the total of all the monthly rate element
charges associated with the service.
C2. SONET Ring Services
-------------------
For service interruptions resulting from a failure of the equipment where
IFN's system does not automatically self-heal around the point of failure,
credit shall be allowed only for an interruption of 30 minutes or more. The
credit will begin when the customer reports the interruption to IFN. This
credit shall be at the rate of 1/1440 of the total monthly charges accrued
for that portion of the service that is interrupted for each period of 30
minutes or major fraction hereof that the interruption continues.
C3. Credit allowances will not apply if service is interrupted during customer
requested upgrades and/or additions to IFN service or during customer
requested rearrangements.
C4. CCS7 and Enhanced Services
--------------------------
For IFN's CCS7 Service, no credit shall be allowed for an interruption of
less then 30 seconds. The customer shall be credited for an interruption of
30 seconds or more as follows:
For two-point services, when monthly rates are applicable, the credit shall
be at the rate of 1/8640 of the monthly charges for the service for each
period of 5 minutes or major fraction thereof that the interruption
continues.
D. Other Information and Conditions:
--------------------------------
D1. SONET Timing Issues
-------------------
DS1's carried over Synchronous Optical Network (SONET) transport systems
can incur phase transients as a result of pointer adjustments. In some
instances timing problems could surface in customer's equipment with
Stratum 3 or better clocks. This may result in the customer's clock
disqualifying its synchronization reference generating an alarm and/or
selecting an alternate reference or entering holdover. To insure proper
operation, channelized DS1 circuits must comply with Bellcore Technical
Advisory. TA-NWT-000436, Digital Synchronization Network plan, and ANSI
T1.101-1994. When timing is taken from a Company transported DS1, the
customer's equipment must be capable of accommodating SONET pointer
adjustments.
D2. Automatic Protection Switching
------------------------------
The Automatic Protection Switching provides protection on a 1xN basis
against failure of the electronic facilities between two IFN POPs.
Protection is furnished through the use of a switching arrangement that
automatically switches to a spare system when a working system fails. On
self-healing SONET rings a switch to protect facilities may, in some
cases, cause IPN services to be routed to an alternate path.
D3. Performance of Error Free Seconds
---------------------------------
Performance is noted is Error Free Seconds (EFS) which is measured as
the percentage of seconds over a 24 hour period not containing errors.
EFS is measured using our network management system which conforms to
the CCITT Recommendation 0.151.
E. Trouble Reporting/Monitoring
----------------------------
IFN monitors the network on a 7X24 basis, trouble resolution and repair
efforts will begin when network surveillance and internal monitoring
detects errors. Customer may also notify IFN of performance issues and
test with IFN to isolate and resolve the trouble.
In the event the Customer determines the services provided are not
conforming with the Technical Standards, the Customer shall provide IFN
immediate Telephone Notification, via the trouble reporting processes in
the IFN Operations Manual.
EXHIBIT C
Interstate FiberNet Provisioning Flow Chart
-------------------------------------------
1. Sales, with customer input, sends Service Order form, included in the
exhibit, to the Sales and Marketing Department or to a Point of Contact in
the Provisioning group that has been previously authorized to accept a
Service Order.
2. Traffic Engineer & Provisioning Coordinator Responsibilities:
A. Insure order is correct with all necessary information to process, if
not the Coordinator will contact the Customer's Provisioning and Design
contacts with appropriate questions.
B. Coordinator will issue internal work orders to the FP&L Provisioning
and local telephone company that are sufficient for the Customer to
have end to end service. This work will be completed within two
business days; three days if order involves the issuing of ASRs.
Coordinator will
(1) generate Interstate FiberNet circuit ID.
(2) assigns IFN lease order member
(3) generate routing assignment on the IFN network
FP&L Provisioning will:
(1) generate equipment order requests, if needed
(2) schedule work effort with NOC technician
C. Coordinator will issue an E-mail F(irm) O(rder) C(onfirmation) to
Customer(fax) or phone. If customer doesn't have e-mail and Sales and
Marketing by the end of the next business day. [_____________________]
Coordinator may have to wait for FOCs from LEC if order involves ASRs
before issuing the final due date.
D. FP&L Provisioning will issue internal work packages within two business
days of completing item B; including the scheduling of site visits for
cross-connects and equipment installations.
E. Coordinator prepares design layout record (DLR). [equipment,
cross-connects, slotting, etc. ...].
--------------------------------------------------------------------------------
F. Coordinator sends DLR to the Customer's Provisioning Contact, FP&L
Provisioning and Sales/Marketing within two business days from
completion of item E.
G. Provisioning sends Completion Notices to the Sales and Marketing
Contact, Management and Accounting.
H. Interstate FiberNet accounting personnel initiate billing on IFN,
based on instructions from Sales and Marketing. Other accounting
groups initiate billing as appropriate.
Also included with Exhibit C is a copy of the service order form, a
provisioning flowchart and current provisioning contact names.
--------------------------------------------------------------------------------
Interstate Fibernet Order Flow
February 16, 1996
+-----------------+
---------[___]-----------+ Marketing/Sales +
+ + Customer +
+ +-----------------+
+
+------------------+ +------------------+ +---------------------+
+ Order Entry & + + Network Director + + Traffic Engineering +
+ Lease Assignment +---------------+ For Distribution +-------------+ Facility Assignment +
+ Must Have Signed + + To Team + + And Provisioning +
+ Lease + +------------------+ +---------------------+
+------------------+
+
+--------------------------------------[_________]--------------------------------+
+ + + +
+ + + +
+---------------+ +---------------+ +----------------+ +--------------------+ +----------------------+
+ ▇▇▇▇ ASR Sent + + CAP ASR Sent + + IXC ASR Sent + + Update All Network + + Order Sent to NOC +
+ Local Loops +-----+ Local Loops +-------+ Local Loops +----+ Records, Drawings +--+ With Network +
+ If Applicable + + If Applicable + + If Applicable + + and Reports + + Connections and +
+---------------+ +---------------+ +----------------+ +--------------------+ + Special Instructions +
+----------------------+
+
+---------------------------------------[______________]----------------------------------------+
+
+
+------------------+ +------------------+ +----------------+ +-------------------+ +-----------------+
+ NOC Audit + + Network + + Test With + + Notify Via e-mail + + Change Order +
+ Work with Field +--+ Connections and +-----+ Customer/Plant +----+ Provisioning +-----+ Report/Notify +
+Techs and Network + + Internal Testing + + Test Date and + + Order Completion + + All Departments +
+ Partners + + + + Acceptance + +-------------------+ +-----------------+
+------------------+ +------------------+ +----------------+ +
+---------------------------------------[_______________]---------------------------------------+
+
+-----------------+ +-------------+ +---------------+ +------------------+ +-------------------+
+Network Partners + + Order Entry + + Accounting + + Network Director + + Marketing/Sales +
+ Notified of +-----+ Coordinator +---------+ Notified to +----+ Notified of +-----+ Customer Notified +
+ Completion + + Notified + + Start Billing + + Completion + + of Completion +
+-----------------+ +-------------+ +---------------+ +------------------+ +-------------------+
================================================================================
Interstate FiberNet Service Order Form
================================================================================
======================================= ========================================
IFN PON # IFN LEASE #
======================================= ========================================
================================================================================
IFN SALES REP.
================================================================================
---------------------------------------
Order Coord, A:
---------------------------------------
Order Coord, Z:
---------------------------------------
IFN ID:
---------------------------------------
-------------------------------------------------------------------------------
IFN PVSCON: TEL:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SERVICE DESCRIPTION
-------------------------------------------------------------------------------
NOC TESTING AND ACCEPTANCE
-------------------------------------------------------------------------------
IFN NOC TECH: IXC TECH:
-------------------------------------------------------------------------------
TEST DATE: ACCEPTED BY:
-------------------------------------------------------------------------------
TEST TIME: ACCEPTED DATE:
-------------------------------------------------------------------------------
COMPLETION DATE: ACCEPTED TIME:
-------------------------------------------------------------------------------
NOC NOTES:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NETWORK CONNECTIONS/SPECIAL INSTRUCTIONS
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
DESIGN LAYOUT REPORT
-------------------------------------------------------------------------------
FIRST FACILITY ASSIGNMENT:
-------------------------------------------------------------------------------
LAST FACILITY ASSIGNMENT:
-------------------------------------------------------------------------------
OTHER CIRCUIT INFORMATION:
-------------------------------------------------------------------------------
===============================================================================
EXHIBIT D
NETWORK MONITORING:
-------------------
The IFN Network Operations Center (NOC) is manned by highly qualified
technicians on a 7X24 hour basis 365 days a year. Our NOC technicians have
received formal training on the equipment they operate and maintain. The NOC
utilizes a state of the art Digital Facility Management Systems (DFMS) developed
by PRISM/NorTel for general alarm surveillance. DFMS can be used to monitor
complex, hierarchical transport networks, comprising multiple syschronous
optical network (SONET) rates, asynchronous fiber optic transmission (FOTS), and
copper DS3, DS1 transport facilities, plus environmental and security alarms.
DFMS is fully capable of monitoring a variety of telemetry formats including
discrete, TBOS,E2A, ASCII and TLI. DFMS has many features that are used to
monitor, isolate and maintain a fiber system. Alarm correlation can be used to
find a "root cause" of a problem on a fiber system. Additionally, DFMS provides
a number of management features such as alarm prioritization, trouble ticket
management, a graphical network map display, a real-time sectionalization
display, and audible alerting. The DFMS system that IFN currently utilizes has
unlimited growth and expansion potential. We presently actively monitor SONET
fiber systems across a six state area and we are using only a fraction of the
scaleable architecture that is available to us through this system. Any and all
alarms on the network are received in the NOC. The alarms are sent via alarm
sending devices or collections units form each
by the NOC technician and contact with the appropriate maintenance personnel is
initiated. The NOC coordinates all repair activity and assists the maintenance
personnel as needed. The NOC keeps management informed on a 30 minute
recurring basis on any service affecting activity. Upon resolution of the alarm
condition, the NOC technical will complete the IFN Trouble/Alarm Report.
Management will then be notified of the final resolution. Additionally, the NOC
coordinates all non-service affecting maintenance with the applicable
maintenance organization and provides advance service advisories to our
customers so that they in turn can notify their customer base.
EXHIBIT E
COMMISSION SCHEDULE
For purposes of this commission schedule, [_________
____________________________________________________
____________________________________________________
____________________________________________________
_________________________________________].
FPL shall pay IFN for IFN's Marketing and Operating Services provided under this
Agreement as follows:
[_____________________________________________________
___________________________________________].
[_____________________________________________________
______________________________________________________
________________].
[_____________________________________________________
___________________________________________].
[_____________________________________________________________________________
______________________________________________________________________________
__________________________].