GLOBAL SERVICE PROVIDER AGREEMENT
This Agreement by and between ▇▇▇▇ Atlantic Internet Solutions, Inc.
("BAIS") and Icon CMT Corp. ("GSP") is entered into effective as of the 17th day
of October, 1997 (hereinafter "Agreement"), and sets forth the terms and
conditions under which GSP shall provide Interlata transmission services to end
users that subscribe to BAIS Internet access services.
1. DESCRIPTION OF SERVICES
During the term of this Agreement, GSP agrees to make available Global Service
Provider services to requesting BAIS end users (including such BAIS end users as
GSP is providing services to as of the date of this Agreement) in accordance
with and as described in EXHIBIT A ("GSP Services"). In consideration therefor,
BAIS shall provide certain services to GSP as described below and in EXHIBIT B.
The BAIS services shall include:
Listing and offering of GSP as a GSP service option to BAIS end users
on BAIS's dial-up account registration server and in applicable BAIS
dedicated access or web hosting service contracts.
Inclusion of GSP's standard service contract as an exhibit to
applicable BAIS dedicated access and web hosting service contracts to
BAIS end users requesting GSP's services, which GSP shall be bound to
honor once a BAIS end user has executed BAIS' contract. BAIS shall make
no changes to such contracts except as previously approved in writing
by GSP. Neither party shall have any liability or obligation relating
to the Other's service contracts, provided that nothing in this
sentence shall alter any liabilities or obligations arising under this
Agreement. GSP shall have the sole duty to enforce its service contract
as a third-party beneficiary to BAIS's end user contract.
At the request of GSP, referral of BAIS end users to GSP's marketing
materials contained on GSP's web site or distribution of marketing
materials provided by GSP to requesting BAIS end users.
2. TERM AND TERMINATION
A. This Agreement shall become effective on the date of execution and continue
for twenty four (24) months, as may be extended by written agreement of the
parties, unless earlier terminated pursuant to the terms of this Agreement.
B. (i) Either party may terminate this Agreement or suspend any of its
obligations hereunder in the event the other party commits breach of this
Agreement, including Exhibit A, and fails to cure such breach within 30 days
from the date the defaulting party is notified of such breach in writing,
provided, however, that except for defaults under clause (ii) below, if the
breach is not reasonably capable of being cured in 30 days but the breaching
party has commenced good faith efforts at a cure, then such cure period shall be
extended for an additional 30 days period.
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(ii) In additional to Exhibit A criteria, the following shall also
constitute grounds for declaring a material breach by GSP (except for any
failures pursuant to Section 11 below):
Average time to repair for GSP circuit failures exceeds 4 hours per failure
for the preceding 10 circuit failures on a rolling basis (but excluding
the highest and lowest repair times of the 10 for the purpose of such
computation; or
GSP circuit failures exceed ten (10) percent of total installed circuits in
any given 30 day period.
The foregoing two service level failures shall be deemed cured within the 30-day
cure period solely if the applicable criteria is met for 30 consecutive days in
the 60 day period following BAIS's declaration of a material breach.
C. Either party may terminate this Agreement at any time by giving written
notice, effective immediately, if the other party make an assignment for the
benefit of creditors, or commences or has commenced against it any proceeding in
bankruptcy, insolvency, or reorganization pursuant to the bankruptcy laws.
D. Upon sixty (60) days written notice to GSP, BAIS may alter any component of
the Global Service Provider Service Requirements documents (hereinafter
"Requirements"), attached hereto as Exhibit A, that in BAIS's discretion is
necessary to maintain BAIS as an industry leader in the Internet access business
by either meeting generally recurring customer requirements or achieving bona
fide operational objectives. Notwithstanding paragraph B above, if GSP does not
comply with any changes to Exhibit A within sixty (60) days of written
notification by BAIS, GSP shall be deemed to be in breach of this Agreement;
provided however that BAIS shall not have the right to terminate this Agreement
unless and until such breach has continued for a period of ninety days after GSP
has received written notice of breach by BAIS; and provided further, that if GSP
has commenced good faith efforts to remedy such breach within such ninety day
period, then such ninety-day period shall be extended by an additional thirty
(30) day period. If such breach is continuing at the end of such thirty (30) day
period, then BAIS shall have the right to terminate or suspend the services
provided hereunder.
E. Upon the expiration or earlier termination of this Agreement except for any
reason except a material breach by BAIS, and the failure of the parties to renew
such agreement in the case of an expiration, GSP agrees to cooperate in making
an orderly and seamless transition of BAIS end users off of the GSP Services to
another GSP service provider; provided that in the event of an expiration, GSP
shall be entitled to, and BAIS shall not compel GSP to cease, continue providing
GSP services to BAIS end users as necessary to complete the terms of any
dedicated access or web hosting contracts extending beyond such expiration.
3. FEES FOR ENHANCED ENTRANCE FACILITIES
A. GSP shall pay to BAIS BAIS's actual costs for enhanced entrance facilities
supplied
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by BAIS to GSP. If GSP places its routers on BAIS's sites, GSP shall pay to BAIS
fees for escorted installation and maintenance for sites where no BAIS employees
are present, in the amount of $95 per hour with a 4-hour minimum provided the
installation and maintenance occurs in its entirety from Monday through Friday
between the hours of 8 a.m. to 5 p.m. ("Normal Working Hours"), and/or $125 per
hour with a 4-hour minimum for any installation or maintenance which occurs
outside of Normal working Hours.
B. If BAIS agrees to supply ports to GSP for the GSP Services, GSP shall pay to
BAIS $218.00/month for a Serial Interface Port and $1,370.00/ month for an HSSI,
for at lest twelve (12) months. Additionally, for circuit speed up to and
including T1, GSP shall pay to BAIS a one-time charge of $500 for the first
circuit installed or rearranged (which includes physical changes to circuit
installation) and an additional charge of $250 for each additional circuit
installed or rearranged at the same time at the same site. If the circuit is at
the DS3 speed, GSP shall pay BAIS ($1,000 for the first circuit installed or
rearranged and $500 for each additional circuit installed or rearranged at the
same time at the same site. If such installation of any port requires more than
eight (8) hours, excluding travel time, in one day to complete, GSP shall pay to
BAIS $95 per hour for each hour over eight (8) hours required.
C. For the fees described in Paragraph 3.0 A and B only, if BAIS charges any
other GSP service provider lower fees for such facilities, BAIS shall make such
lower prices available to GSP under this Agreement.
D. For the fees described in paragraphs 3.0 A and B, BAIS reserves the right to
change the fees described in this Section with thirty (30) days prior written
notice to GSP, which fees shall be changed in direct proportion to the increase
in costs to BAIS. Upon GSP's request, BAIS shall provide reasonable
documentation supporting any such cost increases.
E. All fees under this Agreement owed by GSP to BAIS shall be deducted from any
amounts owed by BAIS to GSP under any ▇▇▇▇ and collection agreement GSP and BAIS
may have executed, unless no or lesser amounts are owed, in which case GSP shall
pay to BAIS the appropriate fees within thirty (30) days from the receipt of
invoice.
4. REGULATORY CONSIDERATIONS
A. In the event of any conflict between provisions contained in this Agreement
and the provisions of an effective tariff or any regulatory requirements, the
provisions of the tariff or regulatory requirements shall control. However, it
is the intention of the parties that this Agreement, to the extent it is not in
conflict with the provisions of an effective tariff or any regulatory
requirements, supplements the tariff or regulatory requirements, supplies
necessary operational practices, and is to be construed to the extent possible
in harmony with the tariff or regulatory requirements.
B. If requested by BAIS, and at BAIS' expense, GSP shall, to the best of its
ability, provide information and assistance to BAIS in connection with
regulatory matters and proceedings related to the Parties' performance under
this Agreement. In addition, the
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Parties acknowledge that the provisions of the Telecommunications Act of 1996
and related legislation and court decisions may impact this Agreement. In the
event that BAIS determines that this Agreement or a provision of this Agreement
is likely to violate such regulations, BAIS shall notify GSP as soon as
practicable and the parties shall mutually negotiate is good faith regarding an
appropriate amendment to such provisions to prevent a violation of such
regulations. In the event the parties cannot mutually agree to an amendment
which will avoid the violation of such regulation, BAIS shall have the right to
terminate this Agreement with thirty (30) days prior written notice.
5. INDEMNIFICATION
Each party shall indemnify, defend, and hold harmless the other from and against
any losses, liabilities or damages (including reasonable attorneys' fees)
resulting from any end user or other third-party claims resulting or arising
from the indemnifying party's provision of services to BAIS end users, except to
the extent caused by the negligence or other fault of the indemnified party,
including a breach by the indemnified party of this Agreement.
6. NON-EXCLUSIVITY
Nothing in this Agreement shall be construed as limiting the ability of any
other person or organization to provide GSP Services to BAIS end users,
including BAIS or ▇▇▇▇ Atlantic Corporation affiliates, or to limit BAIS from
offering services similar to those provided hereunder to such other persons or
organizations, provided no confidential information of GSP is used or disclosed
and BAIS does not interfere with any GSP service contracts contemplated by this
Agreement.
7. WAIVERS
With the exception of the provisions of Sections 2.0(d) and 4.0 above, no
amendment or waiver of any provision of this Agreement and no consent to any
default under this Agreement shall be effective unless the same shall be in
writing and signed by or on behalf of the party against whom such amendment,
waiver or consent is claimed. In addition, no course of dealing or failure of
any party to strictly enforce any term, right or condition of the Agreement
shall be construed as a waiver of such term, right or condition.
8. ASSIGNMENT
Neither party may,without the prior written consent of the other party, which
consent shall not be unreasonably withheld, assign or transfer this Agreement or
any obligation incurred hereunder, except that either party upon written notice
to the other may assign this Agreement to any affiliated entity (provided such
GSP affiliated or successor entity has succeeded to the provision of GSP
Services hereunder), or to a successor entity upon the merger, reorganization,
consolidation, or sale of all or substantially all of such party's assets. Any
attempt to assign this Agreement in contravention of this Section shall be void
and of no force and effect.
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9. NOTICES
Any notices or demands or other communications which under the terms of this
Agreement or under any statute must or may be given or made by either party
shall be in writing and to the respective parties as follows:
TO BAIS:
▇▇▇▇ Atlantic Internet Solutions, Inc.
Legal Department
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
cc: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Contracts Manager
TO CUSTOMER
ICON CMT Corp.
Attn: General Counsel
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
cc. SVP, CFO
Either party may change the notice address or addressee by giving notice thereof
to the other party. Notices may be given by first class U.S. mail (postage
pre-paid, registered and with return receipt requested), national recognized
express courier, facsimile with receipt confirmed by telephone, personally, or
by hand. Notices shall be deemed to have been given on the date of deliver when
delivered personally or by facsimile, on receipt of delivered by express courier
or by hand, and three (3) days after delivery to the United States Postal
Services if mailed.
10. CONFIDENTIALITY
A. DEFINITION OF CONFIDENTIAL INFORMATION. For purpose of this Agreement,
"Confidential Information" shall mean all information in whatever form, faxed,
recorded, or transmitted relating to the past, present, or future business
affairs, including, without limitation research, development, business plans,
operations or systems, of the disclosing party or other party whose information
the disclosing party has in its possession under obligations of confidentiality,
which is disclosed by the disclosing party to the receiving party being an
appropriate legend indicating its propriety or confidential nature or, if
disclosed orally or in other non-written form, identified as confidential at the
time of disclosure, and within thirty (30) days thereafter, summarized and
identified in writing as confidential. All Confidential Information disclosed
under this Agreement shall be and
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remain the exclusive property of the disclosing party. Notwithstanding the
foregoing, any and all information regarding BAIS end users which GSP acquires
or learns from the provision of GSP Services hereunder shall be deemed
Confidential Information of BAIS regardless of designation or lack thereof,
except for that information that is unique to GSP's provision of services
hereunder.
B. USE OF CONFIDENTIAL INFORMATION. For a period of two (2) years from the
expiration or earlier termination of this Agreement, all Confidential
Information of either party:
i. shall not be copied, used, distributed, disclosed, disseminated or
communicated in any way or form by the receiving party whether or not for its
own benefit, except to or by its employee, agents and consultants who have a
need to know and have agreed to keep the Confidential Information confidential;
provided, however, that notwithstanding anything herein to the contrary, no term
or provision of this Agreement shall preclude either party from disclosing
billing/account information to that party's end user if such disclosure is
necessary for the disclosing party to perform its obligations under this
Agreement, or from disclosing any Confidential Information to the extent that
disclosure may be required by law or by any governmental authority;
ii. shall not be used by receiving party for any purposes except solely for the
performance of this Agreement without the express prior written consent of the
disclosing party;
iii. shall be treated with at least the same degree of care to avoid disclosure
as the receiving party would treat its own confidential information of like
importance and, at a minimum, shall be treated with a reasonable degree of care
to avoid any such disclosure; and
iv. shall be returned to the disclosing party (including without limitation, all
copies thereof) within thirty (30) days after receipt by the receiving party of
a written request from the disclosing party setting forth the Confidential
Information to be returned.
C. INFORMATION NOT DEEMED CONFIDENTIAL. Information shall not be deemed
confidential for purposes of this Agreement to the extent that such information:
i. which is made public by the disclosing party or which generally becomes
available to the public other than through a disclosure by the receiving party
or its officers, employees, consultants or representatives;
ii. which is already in the possession of the receiving party and not subject to
an existing agreement of confidence between the parties;
iii. which is received from a third party without restriction and without breach
of this Agreement;
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iv. which is independently developed by the receiving party as evidenced by its
records; or
v. which is disclosed pursuant to a valid order of a court or other governmental
body or any political subdivision thereof; provided, however, that the recipient
of the Information shall first have given notice to the disclosing party and
made a reasonable effort to obtain protective order requiring that the
Information and/or documents so disclosed be used only for the purposes for
which the order was issued.
D. NON-SOLICITATION. GSP's obligation as described above to not use BAIS end
user information for any purpose other than solely to provide GSP Services,
shall expressly include the duty not to use such information for the purpose of
soliciting BAIS end users to purchase any non-GSP Services from GSP or any other
third parties, except pursuant to BAIS's prior written consent.
11. FORCE MAJEURE
Neither party shall be held liable for any delay or failure in performance of
this Agreement from any cause beyond its reasonable control, such as acts of
God, acts of civil or military authority, government regulations, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires, explosions,
earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic
action, other major environmental disturbances, unusually severe weather
conditions, inability to secure products or services of other persons or
transportation facilities, or acts of omission or commission by third parties.
12. GOVERNING LAW
This Agreement shall be governed by the laws of the Commonwealth of Virginia,
excluding its conflict of laws principles.
13. SEVERABILITY
In the event that any or one or more of the provisions contained herein shall
for any reason be held to be unenforceable in any respect under the law of any
state or of the United States of America, such unenforceability shall not affect
any other provision of this Agreement, but this Agreement shall then be
construed as if such unenforceable provision or provisions had never been
contained herein.
14. COUNTERPARTS AS ORIGINALS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but such counterparts shall together constitute but
one and the same instrument.
15. SURVIVAL
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Provisions contained in this Agreement that by their meaning and context are
intended to survive the performance, termination and/or expiration of this
Agreement shall so survive.
16. HEADINGS
The headings in this Agreement are for convenience and shall not be construed to
define or limit any of the terms herein or affect the meanings or interpretation
of this Agreement.
17. COMPLIANCE WITH LAWS
Both parties shall comply with all applicable federal, state, county and local
laws, ordinances, regulations and codes in their performance of this Agreement.
18. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED BY BAIS "AS IS" AND WITHOUT WARRANTY OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR ANY LIABILITY UNDER SECTION 5 OR A BREACH OF SECTION 10, IN NO EVENT
WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OR WHETHER A
CLAIM IS IN CONTRACT OR TORT, AND REGARDLESS OF WHETHER OR NOT BAIS OR ICON HAD
BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
19. PUBLICITY
Except as may be required by applicable securities laws, the parties shall not
advertise, market or otherwise disclose to others any information relating to
the making of this Agreement, nor commercially use the other's name, without the
express written consent of the other party. Further the parties agree that
neither shall make a press announcement regarding service outages, which
implicates the other party, without first using good faith efforts to contact
the other party.
20. INDEPENDENT CONTRACTORS
Nothing contained in this Agreement shall be deemed or construed as creating a
joint venture or partnership between GSP and BAIS. Neither party is by virtue of
this agreement authorized as an agent, employer or legal representative of the
other, except as expressly stated herein. Except as specifically set forth
herein, neither party shall have power to control the activities and operations
of the other and their status is, and at all times will continue to be, that of
independent contractors. Neither party shall have any
8
power or authority to bind or commit the other except as provided herein. BAIS
shall have no responsibility or liability with respect to the GSP Services.
21. ENTIRE AGREEMENT
This Agreement and any Exhibits attached hereto, and any Attachments or
Schedules attached thereto, constitute the entire understanding between the
parties and supersedes all prior understandings, oral or written representation,
statements, negotiations, proposal and undertaking with respect to the subject
matter hereof. This Agreement may not be changed or waived except as permitted
by this Agreement or by a written documents that is signed by both parties.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF the parties have entered into this Agreement as of the date
first written above.
ICON CMT CORP.
By: /s/ [Signature Illegible]
------------------------------------
Name: [Illegible]
----------------------------------
Title: V.P. Business Affairs
---------------------------------
▇▇▇▇ ATLANTIC INTERNET SOLUTIONS, INC.
By: /s/ ▇▇▇▇▇▇ E/ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Title: President
---------------------------------
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TABLE #1
------------------------------------------------------------------------------------------------------------------------
DEDICATED
DEDICATED ACCESS VIA DEDICATED DIAL-UP
ACCESS VIA POINT TO ACCESS VIA ACCESS
FRAME POINT FRAME VIA
DEDICATED RELAY AT 56 DIGITAL RELAY AT ANALOG
LATA LATA ACCESS VIA KBPS & PRIVATE 256,512, & & ISDN
NO. NAME SMDS 1.544 MBPS LINE 768 KBPS 1B OR 2B
------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇ TBD
------------------------------------------------------------------------------------------------------------------------
122 New N/A ▇▇▇ ▇▇▇ TBD
Hampshire
------------------------------------------------------------------------------------------------------------------------
124 Vermont N/A ▇▇▇ ▇▇▇ TBD
------------------------------------------------------------------------------------------------------------------------
126 Western N/A ▇▇▇ ▇▇▇ TBD
Mass.
------------------------------------------------------------------------------------------------------------------------
128 Eastern N/A To be To be To be
Mass. Deployed 1st Deployed 1st Deployed 1st
Q. 1998 Q. 1998 Q. 1998
------------------------------------------------------------------------------------------------------------------------
130 Rhode i..1.1. N/A ▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇ ▇▇▇▇ ▇/▇ To be To be To be
City Deployed 1st Deployed 1st Deployed 1st
Q. 1998 Q. 1998 Q. 1998
------------------------------------------------------------------------------------------------------------------------
133 New York N/A ▇▇▇ ▇▇▇ TBD
------------------------------------------------------------------------------------------------------------------------
134 New York N/A ▇▇▇ ▇▇▇ TBD
Albany
------------------------------------------------------------------------------------------------------------------------
136 New York N/A ▇▇▇ ▇▇▇ TBD
Syracuse
------------------------------------------------------------------------------------------------------------------------
138 New York N/A ▇▇▇ ▇▇▇ TBD
------------------------------------------------------------------------------------------------------------------------
140 New York N/A ▇▇▇ ▇▇▇ TBD
Buffalo
------------------------------------------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------------------------------------------
DEDICATED
DEDICATED DEDICATED ACCESS VIA
ACCESS VIA ACCESS VIA FRAME DIAL-UP
FRAME POINT TO RELAY AT ACCESS VIA
DEDICATED RELAY AT 56 POINT 256,512, ANALOG &
LATA LATA ACCESS ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇ 1B
NO. NAME SMDS 1.544 MBPS PRIVATE LINE KBPS OR 2B
-----------------------------------------------------------------------------------------------------------------------------
220 Atlantic Deployed Deployed Deployed TBD Deployed
Coastal, N.J.
-----------------------------------------------------------------------------------------------------------------------------
222 Delaware Deployed Deployed Deployed TBD Deployed
Valley, N.J.
-----------------------------------------------------------------------------------------------------------------------------
224 North Jersey, Deployed Deployed Deployed Deployed Deployed
N.J.
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Deployed Deployed Deployed Deployed Deployed
-----------------------------------------------------------------------------------------------------------------------------
228 Philadephia, Pa. Deployed Deployed Deployed Deployed Deployed
-----------------------------------------------------------------------------------------------------------------------------
230 Altoona, Pa. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Quarter TBD
1997 1997 1997 1997
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. Deployed ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇. Deployed Deployed Deployed Deployed Deployed
-----------------------------------------------------------------------------------------------------------------------------
236 Washington, Deployed Deployed Deployed Deployed Deployed
D.C.
-----------------------------------------------------------------------------------------------------------------------------
238 Baltimore, Deployed Deployed Deployed Deployed Deployed
Maryland
-----------------------------------------------------------------------------------------------------------------------------
240 Hagerstown, Deployed ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Maryland
-----------------------------------------------------------------------------------------------------------------------------
242 Salisbury, Deployed ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Maryland
-----------------------------------------------------------------------------------------------------------------------------
244 Roanoke, Deployed Deployed Deployed Deployed Deployed
Virginia
-----------------------------------------------------------------------------------------------------------------------------
246 Culpeper, Deployed ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Virginia
-----------------------------------------------------------------------------------------------------------------------------
248 Richmond, Deployed Deployed Deployed TBD Deployed
Virginia
-----------------------------------------------------------------------------------------------------------------------------
250 Lynchberg, Deployed ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Virginia
-----------------------------------------------------------------------------------------------------------------------------
252 Norfolk, Deployed Deployed Deployed Deployed Deployed
Virginia
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇. 3rd Quarter 3rd Quarter 3rd Quarter TBD 3rd Quarter
Virginia 1997 1997 1997 1997
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Quarter TBD 3rd Quarter
Virginia 1997 1997 1997 1997
-----------------------------------------------------------------------------------------------------------------------------
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The GSP shall meet the requirements set forth in this document and must
establish service in all LATAs in which BAIS currently offers service. The GSP
shall establish this service within 90 days of being notified by BAIS that it
meets initial GSP service requirements. Also, the GSP must connect to any new
LATAs in which BAIS announces its intent to offer service within 60 days of
being notified in writing by BAIS of the requirements to deploy.
C. ANTI-SPAMMING POLICY
Due to the potential of network degradation caused by spamming and spamming
reprisals, the GSP must have in place policies prohibiting bulk unsolicited
commercial e-mail transmissions and newsgroup spamming on their networks.
2. NETWORK ARCHITECTURE
A. SCOPE OF NETWORK
The GSP must possess a national TCP/IP backbone. The GSP must have in place
peering arrangements with all major Internet Networks in the United States and
have access to international gateways. See figure 2.7.5.
B. ARCHITECTURE
The GSP backbone network architecture shall consist of state-of-the-art
technology deployed in a highly available and scaleable fashion. This network
shall be a full mesh configuration with multiple paths and redundancy. In the
event of a facility or switch failure, automatic alternative routing must be
available to ensure network survivability. The GSP shall have two independent
routers with diverse paths "connecting" to the BAIS LATA networks listed in
Table #2 below. For the LATAs specified in Table #2, this redundant facility
must be at a speed equivalent to a minimum of 50% of the primary facility. For
all remaining LATAs the redundant facility must be at a speed equivalent to 10%
of the primary facility. The purpose is to ensure failover capabilities and to
eliminate single points of failure for LATA connectivity. Therefore, the GSP
must implement routing protocols that would allow automatic failover.
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i. NETWORK CONFIGURATION
Topology. The GSP must establish physical connections in each of the LATAs that
BAIS has designated as deployed in Table #1. From each LATA, each GSP shall
provide connection to the Internet at the specified backbone Network Access
Points (NAP). Please refer to Section 2.7.5 for a list of specific NAPs and
Figures 1,2 and 3 for network diagrams.
Physical Interfaces -
For Dedicated Access: The GSP shall provide connectivity utilizing a physical
interface operating at DS-3 or higher in the 128 (Eastern Mass.-Boston), 130
(Rhode Island), 132 (New York City), 222 (Delaware Valley), 224 (North Jersey),
228 (Phila.), 234 (▇▇▇▇▇.), ▇▇▇ (▇▇▇▇.), ▇▇▇ (▇▇▇▇.), ▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇) LATAs.
In the other remaining LATAs the GSP shall provide a minimum bandwidth of 4
megabits per second whether it is provided over multiple T1, multiple T1 Frame
Relay facilities, or by DS3.
---------------------------------------------------------------------
TABLE #2
---------------------------------------------------------------------
REDUNDANT
LATA NO. LATA NAME PATHS REQUIRED
---------------------------------------------------------------------
128 Eastern Mass. Mandatory
---------------------------------------------------------------------
130 Rhode Island Mandatory
---------------------------------------------------------------------
132 New York City Mandatory
---------------------------------------------------------------------
224 North Jersey, N.J. Mandatory
---------------------------------------------------------------------
228 Philadephia, Pa. Mandatory
---------------------------------------------------------------------
236 Washington, D.C. Mandatory
---------------------------------------------------------------------
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GRAPHIC
16
GRAPHIC
17
GRAPHIC
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Data Link Layer Connectivity- The GSP must connect to each of the BAIS LATA
networks in one of three fashions. Table #3 defines which options are available
in each LATA. Option #1 requires the GSP to connect to the SMDS network in that
LATA with DS3 facility at 4 to 34 Mbps. The GSP connection must conform to
Bellcore Technical Reference TR-TSV-00772, Generic Requirements in Support of
Switched Multi-megabit Data Services and appropriate ▇▇▇▇ Atlantic Network
Engineering notices.
If the GSP uses connection Option #2, the GSP shall place router(s) and
appropriate Channel Service Unit/Data Service Unit (CSU/DSU) equipment in the
BAIS Point of Presence (POP). BAIS will supply space in a standard data cabinet
(19-inch rack) for the mounting of GSP equipment. The cabinet will be equipped
with a lock. BAIS will supply necessary power and power backup. The equipment
located by the GSP will be limited to a total electrical consumption of 2,000
▇▇▇▇▇. The interface from the GSP router to the BAIS network will be 100Base-T
connections, and the GSP must supply at a minimum two 100BaseT port connections,
each on its own separate router card. These connections shall meet all
appropriate ANSI standards. BAIS will supply the cabling to these ports. This
router shall only be used to terminate connections from BAIS's network to the
GSP backbone. No GSP end user end user circuits shall terminate on this router.
The GSP chooses the facility type that is used to connect this router to their
backbone network. However, the GSP shall pay to BAIS any additional costs for
entrance facilities.
If the GSP uses connection Option #3, BAIS will supply router ports under a
separate written agreement with the GSP at BAIS's the prevailing GSP rates. The
router port options will be Fast Serial Interface Processor Port or High Speed
Serial Interface (HSSI) Port. BAIS will also provide an appropriate CSU/DSU. In
the case of T1 or T1 level Frame Relay, the CSU/DSU supplied will be a Kentrox
DataSmart Model 78610. In the case of DS3/T3 termination, a Kentrox DataSmart
Model 15951 will be supplied.
19
--------------------------------------------------------------------------------------------------------------------
TABLE #3
--------------------------------------------------------------------------------------------------------------------
LATA NO. LATA NAME INTERFACE OP LATA NO. LATA NAME INTERFACE OP
--------------------------------------------------------------------------------------------------------------------
120 ▇▇▇▇▇ ▇ & ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇, ▇, & ▇
▇▇.
--------------------------------------------------------------------------------------------------------------------
122 ▇▇▇ ▇ & ▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. 1 & 3
Hampshire
--------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇ & ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. 1 & 3
--------------------------------------------------------------------------------------------------------------------
126 Western Mass. 2 & 3 234 Pittsburgh, Pa. 1, 2, & 3
--------------------------------------------------------------------------------------------------------------------
128 Eastern Mass. 2 & 3 236 Washington, 1, 2, & 3
D.C.
--------------------------------------------------------------------------------------------------------------------
130 Rhode Island 2 & 3 238 Baltimore, Md. 1, 2, & 3
--------------------------------------------------------------------------------------------------------------------
132 New York 2 & 3 240 Hagerstown, 1 & 3
City Maryland
--------------------------------------------------------------------------------------------------------------------
133 New York 2 & 3 242 Salisbury, 1 & 3
Maryland
--------------------------------------------------------------------------------------------------------------------
134 New York 2 & 3 244 Roanoke, 1, 2, & 3
Albany Virginia
--------------------------------------------------------------------------------------------------------------------
136 New York 2 & 3 246 Culpeper, 1 & 3
Syracuse Virginia
--------------------------------------------------------------------------------------------------------------------
138 ▇▇▇ ▇▇▇▇ ▇ & ▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇ & 3
Virginia
--------------------------------------------------------------------------------------------------------------------
140 New York 2 & 3 ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ & ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------------------------------------------
220 Atlantic 1 & 3 252 Norfolk, 1, 2, & 3
Costal, N.J. Virginia
--------------------------------------------------------------------------------------------------------------------
222 Delaware 1 & 3 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇. 1 & 3
Valley, N.J. Virginia
--------------------------------------------------------------------------------------------------------------------
224 North Jersey, 1, 2, & 3 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇. 1 & 3
N.J. Virginia
--------------------------------------------------------------------------------------------------------------------
226 Capital, Pa. 1 & 3
--------------------------------------------------------------------------------------------------------------------
IP Address Space. The GSP shall advertise CIDR blocks of end users to all peers
on the Internet and to make those agreements with members of the Internet on the
end users' behalf. The GSP must also advertise all non-CIDR addresses owned by
end users and make appropriate arrangements with members of the Internet on the
end users' behalf. The GSP will be required to supply BAIS with sufficient
address space for BAIs to meet the requirements of our switched and dedicated
access end users. An initial allocation of 32 Class C addresses is required.
This requirement of the GSP will be reviewed by BAIS on a quarterly basis.
Applications - The GSP must provide Usenet newsfeeds as required to BAIS, and
MBONE feeds to end users as required. The GSP must provide inverse DNS mapping
for allocated addresses as needed. Upon written notification from BAIS, the GSP
may be required to provide a SMTP relay host for their BAIS end users.
Routing - The GSP shall route CIDR blocks of end users to all peers on the
Internet and to make those agreements with peer members on the end user's
behalf. The GSP must also route all non-
20
CIDR addresses owned by end users and make appropriate arrangements with peering
members on the end user's behalf. The GSP shall route all BAIS administrative
traffic and all traffic from the Internet destined for BAIS owned hosts and
devices.
GSP must adhere to the following routing requirements:
Route IPv4 traffic to and from the Internet backbone and end users in each
LATA also plan to implement 1Pv6 when available;
Enable all standard ICMP error messages reporting to end users from a LATA
- attached router;
Send end users full core routing tables as required;
Support BGP-4 peering with at least two routes per end user;
Support OSPF peering with end users if required;
Support default route announcement to end users; and
Not impose a maximum number of routes or network addresses per end user,
however, GSP may impose charges based on the number of routes, addresses or
both.
C. NETWORK PERFORMANCE MANAGEMENT
Required general GSP network characteristics to assure a high quality of service
to end users are listed below:
A set of metrics that define network availability in addition to those set
forth in the Agreement, such as link up time and bandwidth availability and
to define network trouble conditions that entitle end users to refunds or
credits. Such metrics shall be established within 30 days of Agreement
execution;
GSP backbone router availability will be greater than or equal to 99.0%.
This measurement will be based on the monthly average across the GSP
network;
GSP network latency, round trip network added delay, will be less than or
equal to 500 ms. This is a monthly average measured between network
backbone routers;
Use a redundant network topology and built-in-failure recovery mechanism;
Use diversely routed circuits wherever possible;
Provide delays consistent or better than those of domestic Internet
backbones;
Design network capacity for peak versus average daily utilization;
Use physically redundant servers for DNS and NEWS;
Participate in IEFT and other standards organizations for the definition of
Quality of Service standards;
Work with end users and take reasonable steps to assure satisfaction; and
The GSP shall give to BAIS real-time read only access to each router that
attaches to the BAIS network. The purpose is to monitor and validate
interface utilization of these routers. This can be accomplished via SNMP
web access.
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D. NETWORK ACCOUNTING MANAGEMENT
The GSP may request from BAIS and BAIS shall provide any accounting information
reasonably deemed necessary to properly engineer their backbone network.
E. NETWORK SECURITY MANAGEMENT
Physical Security - The GSP must provide a copy of its policy restricting
physical access to all in-house facilities and equipment.
General - The GSP shall work with organizations like CERT and FIRST to ensure
the security of the GSP network. The GSP will immediately report all security
related incidents to the BAIS Security Officer. The GSP will work promptly to
resolve all security reports to the satisfaction of the BAIS Security Officer.
If in the event a network security breach occurs, the GSP will provide
notification to the BAIS Network Operations Center of the event. Additionally,
the GSP will work with BAIS to identify offending parties and take the
appropriate action.
F. PERFORMANCE REQUIREMENTS
i. Bandwidth & Capacity
The GSP shall connect to the BAIS POP at a minimum speed of 4 Mbps. The GSP
shall increase this bandwidth capacity to a minimum equal to the bandwidth of
the highest speed dedicated access end user plus 10% within thirty (30) days
from the initial connection.
The GSP shall augment the bandwidth for any LATA when the aggregate steady state
capacity in the busy hour exceeds 50% of available bandwidth. The GSP must
upgrade bandwidth within 30 working days. The GSP must also make corresponding
upgrades to the backbone connections and corresponding long haul circuits as
necessary to accommodate the increased traffic load.
The GSP shall provide to BAIS capacity and utilization reports available either
online or delivered on a weekly basis detailing circuit activity usage levels on
all BAIS facilities which provide connectivity between BAIS LATA networks and
the GSP.
ii. NETWORK AVAILABILITY
The goal of BAIS is to deliver 100% availability. To ensure a high level of
availability, except as specified in Section 2.2, the GSP shall provide a second
connection to each BAIS LATA Network at a capacity of a least 10% of the primary
capacity. This additional facility will be terminated in a second router at the
GSP POP for any LATA where the GSP has twenty (20) or more dedicated access end
users OR more than 7500 switched-access subscribers. This requirement will stay
in force until bandwidth requirements are sufficient to require two facilities.
At the time, those facilities must automatically load balance. The GSP shall
provide sufficient spare equipment on hand to facilitate replacement of any
failed hardware component within 4 hours. The GSP will provide to BAIS
demonstrative documentation of compliance to this requirement through
maintenance contracts, inventory lists, etc. upon BAIS request.
22
iii. SERVICE LEVEL GUARANTEES
GSP shall offer BAIS end users a Service Level Agreement (SLA) identical to that
offered by BAIS -- currently, a guarantee of 99.9% availability for dedicated
Internet access service. Currently, this means that any BAIS end user who
experiences a GSP circuit outage of 30 minutes or greater, on a per incident
basis, shall be entitled to a GSP Services credit equal to 1/30 of their monthly
GSP Service charges. A GSP Service outage means a BAIS end user cannot connect
to the Internet over the GSP-provided circuit. GSP hereby authorizes BAIS to
administer credits to BAIS end users in accordance with such GSP SLA program
under any billing agreement BAIS may have with GSP, provided that BAIS provides
to GSP a record of such credits in accordance with the monthly reporting
requirements of such billing agreement. BAIS and GSP agree to negotiate in good
faith the resolution of any disputes arising from the administration of such
credits.
iv. USENET NEWSFEED PERFORMANCE
It is BAIS's goal to offer Usenet Newsgroup and Newsfeeds to its end users and
for this service to be of the highest quality. Quality is measured by the time
it takes for a submitted article to propagate the Internet as well the time it
takes for a submitted article to appear on the news server. Additional, a
measure of quality is the completeness or volume of Newsgroups and News articles
on the service. The GSP shall supply a Usenet Newsfeed to BAIS. The Usenet
service must perform as follows:
Any article submitted to the GSP server from BAIS must be forwarded and appear
on the News servers of MCI and ▇▇▇▇▇▇▇ in an average time not to exceed 1 hour.
Furthermore, the average time for an article submitted directly to MCI or
▇▇▇▇▇▇▇ to reach the BAIS news sever will not exceed on average 15 minutes or a
maximum of 1 hour as measured over a 2 week period. These two metrics will be
measured through the use of the misc. test function.
In order to assure receipt of the volume of Usenet articles and Newsgroups, the
GSP shall forward directly to the appropriate BAIS maintained systems ALL
articles received by the GSP's news infrastructure that have not exceeded a
reasonable expiration threshold of thee (3) weeks. Additionally, the GSP news
service must receive 99.9% of all articles that pass through MCI and ▇▇▇▇▇▇▇
that also have not exceeded an expiration threshold of three (3) weeks.
iv. SENDMAIL SYSTEM PERFORMANCE
In the event that BAIS end users must point their outgoing electronic mail to
the sendmail system provided by the GSP, the GSP must meet the following
requirement: Given an established IP connection to the GSP's sendmail host
system, the sendmail application must respond with a 220 ready response with an
average response time of 1 second.
GSP must provide 99.7% availability of sendmail system. GSP shall provide BAIS
48 hours notification of any scheduled service outages of sendmail system.
Notification must be sent to the BAIS Network Operation Center by both voice
communications and electronic mail.
v. INTERFACES TO OTHER NETWORKS
23
The GSP must have physical connections at the following peering points:
MAE East
▇▇▇ ▇▇▇▇
Sprint NAP
Chicago NAP
CIX
GSP shall use its best efforts to communicate to BAIS any changes in network
peering and topology in writing at least two (2) weeks before changes are made.
The GSP must also offer to engage in a bi-lateral peering arrangement with all
other connected service providers at those points. The GSP must be connected at
these points at a minimum of a DS3 level. Furthermore the GSP must be attached
to MAE East on the Gigaswitch in a non-shared FDDI connection. The GSP must at a
minimum offer to engage in bilateral peering agreements with all of the networks
listed below.
ANS
AGIS
▇▇▇▇▇.▇▇▇
Advantis
BBN Planet
Compuserve
Digital Express
Genuity
Gridnet
ICON CMT
▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇(Merit)
MCI
Netcom
▇▇▇.▇▇▇
Sprintlink
UUnet
G. NETWORK FAULT MANAGEMENT
i. Network Operation Center Requirements
The GSP shall operate a 24 X 7 Network Operations Center (NOC) which monitors
all backbone routers within its network control for total or partial failure.
The GSP NOC will utilize a trouble ticketing system and share ticket information
with BAIS and end users if required via phone and when possible, E Mail. The NOC
will be accessible to BAIS personnel as well as end users for updates and status
inquires. GSP will provide BAIS with details of the diagnostic systems the
carriers use so as to interact with them more efficiently when referring
troubles. The GSP will also designate 1 primary and 1 secondary person per shift
7 days a week with whom to coordinate trouble tickets.
24