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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1999.
REGISTRATION NO. 333-74793
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SECURITIES AND EXCHANGE COMMISSION
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRL NETWORK SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE NO. 4813 68-0312353
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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ONE KEARNY STREET, SUITE 1450
SAN FRANCISCO, CALIFORNIA 94108
(415) 837-5300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES G. COUCH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ONE KEARNY STREET, SUITE 1450
SAN FRANCISCO, CALIFORNIA 94108
(415) 837-5300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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KENNETH R. LAMB, ESQ. NORA L. GIBSON, ESQ.
LISA A. FONTENOT, ESQ. PETER S. BUCKLAND, ESQ.
PATRICK L. WONG, ESQ. TAYLOR L. STEVENS, ESQ.
GIBSON, DUNN & CRUTCHER LLP PATRICK J. O'LOUGHLIN, ESQ.
ONE MONTGOMERY STREET, TELESIS TOWER BROBECK, PHLEGER & HARRISON LLP
SAN FRANCISCO, CALIFORNIA 94104 ONE MARKET, SPEAR STREET TOWER
SAN FRANCISCO, CALIFORNIA 94015
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
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Common Stock, $.01 par value............................ $80,000,000 $22,240
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Calculated pursuant to Rule 457(o).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following costs and expenses, other than underwriting discounts and
commissions, payable by the Registrant in connection with this offering. All
amounts are estimates except the SEC registration fee, the NASD filing fee and
the Nasdaq National Market listing fee.
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SEC registration fee........................................ $ 22,240
NASD fee.................................................... 8,500
Nasdaq National Market listing fee.......................... *
Printing and engraving costs................................ 140,000
Legal fees and expenses..................................... 350,000
Accounting fees and expenses................................ 300,000
Blue Sky fees and expenses.................................. 3,000
Transfer agent and registrar fees and expenses.............. *
Miscellaneous............................................... $ *
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Total............................................. $ *
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* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware provides for
the indemnification of officers and directors under certain circumstances
against expenses incurred in successfully defending against a claim and
authorizes Delaware corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred in legal
proceedings involving such persons because of their being or having been an
officer or director. Article VIII of the Registrant's Certificate of
Incorporation and the Registrant's Bylaws provide that all persons who the
Registrant is empowered to indemnify pursuant to the provisions of Section 145
of the Delaware General Corporation Law (or any similar provision or provisions
of applicable law at the time in effect), shall be indemnified by the Registrant
to the full extent permitted thereby. The foregoing right of indemnification
shall not be deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
Section 102(b) of the Delaware General Corporation Law permits a corporation, by
so providing in its certificate of incorporation, to eliminate or limit
director's liability to the corporation and its stockholders for monetary
damages arising out of certain alleged breaches of their fiduciary duty. Section
102(b)(7) provides that no such limitation of liability may affect a director's
liability with respect to any of the following: (i) breaches of the director's
duty of loyalty to the corporation or its stockholders; (ii) acts or omissions
not made in good faith or which involve intentional misconduct of knowing
violations of law; (iii) liability for dividends paid or stock repurchased or
redeemed in violation of the Delaware General Corporation law; or (iv) any
transaction from which the director derived an improper personal benefit.
Section 102(b)(7) does not authorize any limitation on the ability of the
corporation or its stockholders to obtain injunction relief, specific
performance or other equitable relief against directors.
Reference is made to the Underwriting Agreement, the proposed form of which is
filed as Exhibit 1.1, pursuant to which the underwriters agree to indemnify the
directors and certain officers of the Registrant and certain other persons in
certain circumstances.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since January 1, 1996, the Registrant's predecessor company has issued and sold
the following securities:
On December 21, 1998, the Registrant issued and sold an aggregate of 434,832
shares of common stock (giving effect to the Registrant's reincorporation in
Delaware and the associated exchange of one share of common stock of CRL for
every three shares of common stock of CRL's California predecessor) to three
former shareholders of Integral Network Corporation in connection with the
merger of Integral Network Corporation with a wholly-owned subsidiary of the
Registrant.
The issuance and sale of the above securities were exempt from registration
under the Securities Act in reliance upon Section 4(2) of the Securities Act or
Regulation D promulgated thereunder. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment only and now with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to the share
certificates issued in such transactions. All recipients had adequate access to
information about the Registrant.
Prior to the closing of this offering, CRL Network Services, Inc., a California
corporation ("CRL California"), will merge with and into its wholly-owned
subsidiary, CRL Network Services, Inc., a Delaware corporation ("CRL Delaware").
In connection with the merger, CRL Delaware will issue shares of common stock to
the holders of common stock of CRL California, such that the holders of common
stock of CRL California will receive a proportionate interest in CRL Delaware
common stock, without giving effect to the offering. The issuance of the
securities and such reincorporation will be exempt from the registration
requirements of the Securities Act of 1933, as amended, due to the exemptions
from registration provided by Sections 3(a)(9) and 4(2) thereof.
ITEM 16. EXHIBITS
(a) Exhibits
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EXHIBIT
NUMBER DESCRIPTION
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1.1 Form of Underwriting Agreement.(1)
2.1+ Form of Plan of Merger between the Registrant and CRL
Network Services, Inc., a California corporation.
3.1 Articles of Incorporation of the Registrant.(1)
3.2 Amended Certificate of Incorporation of the Registrant to be
filed prior to completion of the offering.(1)
3.3 Bylaws of the Registrant.(1)
3.4 Form of Bylaws to be in effect upon completion of the
offering.(1)
4.1+ Specimen form of Registrant's Common Stock Certificate.
5.1+ Opinion of Gibson, Dunn & Crutcher LLP.
10.1 Employment Agreement between the Registrant and James G.
Couch dated as of March 15, 1999.(1)
10.2 Employment Agreement between the Registrant and Robert A.
Ross dated December 21, 1998.(1)
10.3 1997 Equity Incentive Plan.(1)
10.4 1999 Stock Incentive Plan.(1)
10.5 Equipment Lease between Saddleback Financial Corporation and
CRL Network Services, Inc. executed on June 12, 1997.(1)
10.6 Addendum to Lease between Saddleback Financial Corporation
and CRL Network Services, Inc. executed June 12, 1997.(1)
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EXHIBIT
NUMBER DESCRIPTION
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10.7 Mandatory Purchase Option Letter between Saddleback
Financial Corporation and CRL Network Services, Inc.
executed June 12, 1997.(1)
10.8 Wells Fargo Bank $500,000 Equipment Line of Credit made
available to CRL Network Services dated September 25,
1997.(1)
10.9 Wells Fargo Bank $692,000 Equipment Line of Credit made
available to CRL Network Services dated March 30, 1998.(1)
10.10 Wells Fargo Bank $650,000 Equipment Line of Credit made
available to CRL Network Services dated September 29,
1998.(1)
10.11 Wells Fargo Bank $200,000 PrimeLine of Credit made available
to CRL Network Services dated September 28, 1998.(1)
10.12** Agreement between Pacific Bell and CRL Network Services
dated as of September 22, 1998.(1)
10.13** Master Services Agreement between GST-Telecom California
Inc. and CRL Network Services dated August 31, 1998.
10.14 Domestic (U.S.) Direct Peering Agreement between MCI
Telecommunications Corporation and CRL Network Services
dated August 1, 1998.
10.15** Agreement between CRL Network Services, Inc. and the
National Aeronautics and Space Administration dated July 16,
1998.(1)
10.16** Service Agreement between IXC Carrier, Inc. and CRL Network
Services dated April 22, 1996.
10.17** Amendment #1 to Service Agreement between IXC Carrier, Inc.
and CRL Network Services dated April 16, 1997.
10.18** Terms and Conditions Governing the Provision of Network
Connectivity Products and Services by Sprint dated January
6, 1998.(1)
10.19** Private Line Services Agreement between Qwest Communications
Corporation and CRL Network Services dated October 10, 1997.
10.20 Reimbursable Space Act Agreement between the National
Aeronautics and Space Administration Ames Research Center
and CRL Network Services, Inc. dated December 3, 1996 and
executed March 7, 1997.(1)
10.21 Office Lease Agreement between Maria Chen, as Lessor and the
Registrant dated December 5, 1995.(1)
10.22 Amendment to lease by and between Maria Chen and the
Registrant dated December 1, 1998.(1)
10.23 The 120 Montgomery Street Office Lease dated February 4,
1994 between the Equitable Montgomery Company and Orrell &
Company, Inc.(1)
10.24 Sublease between Orrell & Company, Inc., 120 Montgomery
Associates, LLC and the Registrant dated February 20,
1998.(1)
10.25 Office Lease between WHLNF Real Estate Limited Partnership
and the Registrant dated August 28, 1998.(1)
10.26 Office Lease between One Wilshire Arcade Imperial, Ltd. by
Paramount Group, Inc. and the Registrant dated March 8,
1998.(1)
10.27 Deed of Lease between Gosnell Properties, Inc. and the
Registrant dated September 20, 1996.(1)
10.28 Standard Industrial Lease -- Multi Tenant between Robert A.
Bell and Bob Ross, d/b/a/ Integral Network Corporation dated
March 30, 1998.(1)
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EXHIBIT
NUMBER DESCRIPTION
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10.29 Qualified Retirement Plan and Trust Defined Contribution
Basic Plan Document.(1)
10.30 Defined Contribution Plan and Trust Adoption Agreement.(1)
10.31 Agreement and Plan of Reorganization among the Registrant,
Integral Networking Corporation, RMS Sub Inc. and the
shareholders of Integral Networking Corporation dated
December 21, 1998.(1)
10.32 U.S. Simply Business Premium Line Agreement between Integral
Networking Corporation and U.S. Bank dated September 2,
1997.(1)
10.33 Airplane Leasing Agreement dated February 15, 1999, between
the Registrant and FBN Holding Corp.(1)
21.1 Subsidiaries of the Registrant.(1)
23.1+ Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1).
23.2+ Consent of Deloitte & Touche LLP.
23.3 Consent of Jack M. Fields, Jr.(1)
23.4 Consent of Steven T. Stenberg.(1)
23.5 Consent of John A. Blair.(1)
23.6 Consent of Thor Geir Ramleth.(1)
24.1 Power of Attorney.(1)
27.1 Financial Data Schedule.(1)
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+ To be filed by amendment.
** Confidential treatment request as to certain portions of exhibit.
(1) Previously filed.
(b) Financial Statement Schedule
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes to the underwriters at the closing specified in
the underwriting agreement to provide certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the Delaware General
Corporation Law, the Registrant's Amended Certificate of Incorporation, the
Registrant's Bylaws, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act is part of this Registration Statement as of the time
it was declared effective.
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(ii) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement for the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Francisco, State of California, on the 2nd day of April 1999.
CRL Network Services, Inc.
By: /s/ JAMES G. COUCH
------------------------------------
James G. Couch
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement on Form S-1 has been signed below
by the following persons in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ JAMES G. COUCH President, Chief Executive Officer, April 2, 1999
- ------------------------------------------ Chairman of the Board and Secretary
James G. Couch (Principal Executive Officer)
* Vice President of Finance (Principal April 2, 1999
- ------------------------------------------ Financial Officer and Principal
Robyn L. Raschke Accounting Officer)
* Director April 2, 1999
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Steven T. Stenberg
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* By: /s/ JAMES G. COUCH
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James G. Couch
Attorney-in-fact
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EXHIBIT 10.13
MASTER SERVICES AGREEMENT
This AGREEMENT is made this day of between GST - TELECOM CALIFORNIA Inc.
(GST - TELECOM CALIFORNIA) and the undersigned person.
WHEREAS, GST - TELECOM CALIFORNIA provides telecommunications services which
Customer desires to purchase as set forth herein.
Now therefore it is agreed as follows:
1. TARIFFS - GST - TELECOM CALIFORNIA Tariff No 1 (governing interstate
Services) on file with the Federal Communications Commission, and Tariff
Decision No. 94-04-001 (governing intrastate services) on file with the
California Public Utility are hereby incorporated into this Agreement by this
reference. Any conflict between the terms and conditions detailed in this
Agreement and those detailed in the appropriate tariff shall be resolved in
favor of the tariff.
2. SERVICES - during the term of this Agreement. GST -TELECOM CALIFORNIA will
provide Customer with the specific services as identified on the service
order(s) attached hereto and made a part hereof. GST - TELECOM CALIFORNIA shall
provide customer with capacity on a "take or pay basis, i.e. regardless of use
by customer.
3. TERM - the term of this Agreement shall begin as of the date first set forth
above end shall terminate upon the termination of the latest Service Order
issued under the Agreement. However, GST - TELECOM CALIFORNIA may terminate this
agreement or suspend services hereunder at any time upon: (a) any failure of
Customer to pay any amounts as provided in this Agreement, (b) any breach by
Customer of any material provision of this Agreement or any law, rule, or
regulation governing the services provided hereunder, (c) any insolvency.
bankruptcy, assignment for the benefit of creditors. appointment of trustee or
receiver of similar event with respect to Customer; (d) any governmental
prohibition or required alteration of the services to be provided hereunder. Any
termination shall not relieve Customer of obligation to pay any charges incurred
hereunder prior to such termination.
4. CUSTOMER CANCELLATION - If Customer cancels the service before the term of
the Agreement is complete, and for reasons other than non-performance or
Customer's lack of appropriation of funds for services by the appropriate state
authority noted in attached Service Order(s), then Customer is responsible for
maximum termination charges up to the remaining balance of the contract.
5. PAYMENTS - During the term, Customer shall pay GST -TELECOM CALIFORNIA for
the services as set forth In the attached Service Order(s). GST - TELECOM
CALIFORNIA shall not increase such amounts for payments during any given Service
Order period for those services included in that particular Service Order. but
thereafter GST - TELECOM CALIFORNIA may Increase such amounts upon 30 day's
prior written notice. All taxes, fees, and governmental charges Imposed on the
service provided hereunder shall be paid by Customer in addition to any other
amounts owing. Normal service charges shall be invoiced monthly in advance. All
amounts owed by Customer hereunder shall be paid within 30 days of invoice date.
GST - TELECOM CALIFORNIA reserves the right to charge interest on all
outstanding balances over 30 days at 1.5% per month.
6. SERVICE CALL CHARGES - GST - TELECOM CALIFORNIA may change Customer for
service calls (except as necessitated by a failure of GST TELECOM CALIFORNIA) at
the rates generally charged by GST -TELECOM CALIFORNIA to its customers. If
requested by Customer. GST - TELECOM CALIFORNIA will provide up to two (2)
flours per service agreement of free consultation and on site troubleshooting
service to Customers subscribing to service at, speeds. between 1.544 Mbps and
46 Mbps end up to four (4) hours of free consultation and on site
troubleshooting services to Customers subscribing to service at speeds at or
greater than 45 Mbps. Additional consultation services are available at GST -
TELECOM CALIFORNIA'S prevailing rates.
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7. EQUIPMENT CHANGES - GST - TELECOM CALIFORNIA may substitute, change, or
rearrange any equipment, facility or system used in providing Services at any
time and from time to time, but shall not thereby alter the technical parameters
of the service provided hereunder.
8. WRITTEN CONSENT FOR EQUIPMENT CHANGES - Customer shall not cause or allow any
facility or equipment of GST - TELECOM CALIFORNIA'S to be rearranged. moved.
disconnected. or repaired without GST - TELECOM CALIFORNIA's prior written
consent. Customer shell not create or allow any liens or other encumbrances to
be placed on any GST - TELECOM CALIFORNIA equipment, facility, or system arising
from any act, transaction or circumstances relating to Customer.
9. SERVICE RELOCATION - If Customer elects to relocate or otherwise change the
place of services alter commencement of the installation of facilities, Customer
shall pay any additional installation charges for both the original and new
location.
10. SERVICE INTERRUPTION - GST - TELECOM CALIFORNIA will grant credit allowance
for service Interruption calculated and credited in 15-minute increments. A
service interruption will be deemed to have occurred only if service becomes
unusable to Customer as a result of failure of GST - TELECOM CALIFORNIA's
facility, equipment or personnel used to provide the service in question, and
only where the interruption is not the result of: (I) the negligent or
intentional acts of Customer or its agents; (II) the failure or malfunction of
non GST - TELECOM CALIFORNIA equipment or systems; (III) a service interruption
caused by service maintenance, alteration or implementation requested by the
Customer. Such credits will be granted only if: (a) Customer affords GST -
TELECOM CALIFORNIA full and free access to Customer's premises to make
appropriate repairs, maintenance, testing, etc.; and (b) Customer does not
continue to use the service on an impaired basis. The foregoing states
Customer's sole remedy for service interruption under the Agreement and in no
event shall GST- TELECOM CALIFORNIA be liable for any direct, indirect,
incidental, consequential punitive or special damages to Customer as result of
any GST - TELECOM CALIFORNIA service, equipment, facilities, person or system
provided or utilized under this agreement.
11. WARRANTY - Other than as expressed in this agreement, there are no
warranties, representations or agreements, expressed or implied either in fact
or by operation of law, statutory or otherwise, including warranties of
merchantibility of fitness for a particular purpose, except those expressly set
forth herein.
12. ACCESS - Customer shall allow GST - TELECOM CALIFORNIA continuous access and
right-of-way to Customer's premises to the extent reasonably determined by GST -
TELECOM CALIFORNIA to be appropriate to the provision and maintenance of
services, equipment, facilities and Systems hereunder. Customer shall furnish
GST -TELECOM CALIFORNIA, at no charge, such equipment space and electrical power
as is reasonably determined by GST - TELECOM CALIFORNIA to be required and
suitable to render services hereunder.
13. EQUIPMENT DAMAGE - Customer shall be liable for any damage to GST - TELECOM
CALIFORNIA equipment, facility, and system which is caused by: (a) negligent or
willful acts or omissions of Customer, or (b) malfunction or failure of any
equipment or facility provided by Customer or its agents, employees or
suppliers.
14. ASSIGNMENT - Neither party may assign this Agreement without the written
consent of the other party, except that GST - TELECOM CALIFORNIA or Customer may
assign its rights and/or obligations hereunder; (a) to any subsidiary, parent
company or affiliate of GST - TELECOM CALIFORNIA or Customer, (b) pursuant to
any sale or transfer of substantially all the business of GST - PACIFIC
LIGHTWAVE or Customer, (c) pursuant to any financing, merger or reorganization
of GST - TELECOM CALIFORNIA or Customer.
15. LICENSE - No licenses, express or implied, is granted by GST - TELECOM
CALIFORNIA pursuant to this Agreement.
16. STATE GOVERNANCE - This Agreement shall be governed by the state of
California.
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17. PROPRIETARY INFORMATION - Each party agrees to maintain in strict confidence
all plans. designs, drawings, trade secrets, and other proprietary information
of other party which is disclosed pursuant to this Agreement.
18. MULTIPLE CUSTOMERS - If this Agreement is entered into by more than one
Customer, each is jointly, and severally liable for all agreements. convenants,
and obligations herein.
CUSTOMER RESPONSIBILITIES
19. DISCONNECTION OF EXISTING SERVICE - If appropriate, Customer must arrange
the disconnection of this existing access service. The requested date of
disconnection will be determined by the new service Installation date. Customer
will receive a firm order commitment date from GST - TELECOM CALIFORNIA. It is
recommended that the disconnection date be scheduled 3 days or more after the
firm order commitment date.
20. LONG DISTANCE PORTION - As a provider of special access service, GST -
TELECOM CALIFORNIA will meet its obligation to provide Customer with the
requested service when it is requested, GST - TELECOM CALIFORNIA will coordinate
service with the long distance provider. However, Customer is responsible for
notifying the long distance carrier of its intention to obtain service from GST
- -TELECOM CALIFORNIA and placing any required orders with them. If requested, GST
- - TELECOM CALIFORNIA will coordinate the service for the Customer for a charge
which will be billed to Customer at GST - TELECOM CALIFORNIA's prevailing rate.
21. TELEPHONE EQUIPMENT PREP - To ensure a timely and error-free installation,
GST - TELECOM CALIFORNIA will perform a site survey to visually inspect the
physical location where GST - TELECOM CALIFORNIA will interconnect with
Customer's phone equipment. If this is a co-location and GST - TELECOM
CALIFORNIA places equipment at Customer's premise, GST - TELECOM CALIFORNIA will
locate it where customer requires it. GST- TELECOM CALIFORNIA is responsible at
Customers sole expense for wiring to a mutually agreed Network interface. If GST
- - TELECOM CALIFORNIA already has a presence in Customer's building, GST -
TELECOM CALIFORNIA will cable to the Network interface Customer designates. GST
- -TELECOM CALIFORNIA will coordinate and acquire any necessary conduit runs in
support of this application. Customer will provide necessary technical
information such as signaling, levels, and any special conditions.
22. CREDIT POLICY - GST - TELECOM CALIFORNIA may conduct a credit verification
of a new Customer. If GST -TELECOM CALIFORNIA is unable to obtain the necessary
information through normal channels, GST - TELECOM CALIFORNIA may request a
financial statement or a service deposit from Customer prior to processing the
order. If Customer's credit history is listed under a parent or other company
name, please specify: _____________. Customer must provide acceptable credit
Information to GST -TELECOM CALIFORNIA or a deposit may be required.
23. INSTALLATION DAY - GST - TELECOM CALIFORNIA terminal tests the quality of
every service before it is accepted. On installation day, a Customer technician
responsible for telephone equipment and/or transmission links must be available.
The Customer's technician should notify GST - TELECOM CALIFORNIA upon arrival
and remain at the location until necessary hook-ups and test calls are
completed. A Customer representative must verity completion of this work.
24. BILLING - GST - TELECOM CALIFORNIA generates invoices every month that
reflect the charge for service in advance. All invoices are issued on or about
the first day of the month. The first invoice shows the monthly charges
pro-rated for the first month of service. The pro-rated invoice is sent
approximately one week from activation date. It will also show the applicable
installation charge(s) and fees. If Customer cancels order prior to
installation, there will be an administrative charge reflecting the costs
already incurred by GST - TELECOM CALIFORNIA to process Customer's order. Other
charges may include a physical move charge which is applicable when either the
origination or termination end of the circuit is moved. This change applies only
to the relocated end.
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25. ENTIRE AGREEMENT - This agreement together with the attached Service Order,
all public tariffs incorporated hereunto by reference sets forth the full
agreement of the parties with respect to the subject matter hereof, and
supersedes any prior agreement or understanding. If any provision hereof is held
by a Court to be invalid, void, or unenforceable, the remainder of this
Agreement shall nevertheless remain unimpaired and in effect. To the extent of a
conflict between any provision of this agreement and the attached Service Order,
the provision of this Agreement shall control.
/s/ Philip Burkhart/VP
- -------------------------------------
Customer Signature/Title
CRL Network Services
- -------------------------------------
Company Name
- -------------------------------------
GST - TELECOM CALIFORNIA Signature/Title
- -------------------------------------
Date
COMPLETE THE FOLLOWING ONLY IF CUSTOMER OWNS OR CONTROLS THE BUILDING IN WHICH
SERVICE IS TO BE PROVIDED:
__________________________________ represents that it is the owner of the
building described as _________________, and hereby grants Greenstar
Telecommunications a license to reasonably use these premises for the
installation, operation, removal, repair end maintenance of the facilities
required to serve _________________ and other tenants according to this
Agreement. GST - TELECOM CALIFORNIA shall have the right to (1) install grid
work for cable attachment; (2) use openings passing through the building zone or
horizontally above the ceilings and hallways where space is available; (3) bore
through the floors of the building in the vertical riser spaces, electrical or
phone closets to install, operate, maintain, remove, replace, and repair wires,
cable, conduit, waveguides and related equipment and material inside the riser
spaces. In and through the building through the telephone cable entrance; (4)
access the cable vault and those cables, conduits or openings exiting the
building to the street or alley vault.; (5) take whatever reasonable actions are
necessary to maintain continuity of services to ________________
____________________ also agrees to assist GST - TELECOM CALIFORNIA in the
location of riser space and obtaining consent from other tenants, if necessary.
The parties hereby agree to be bound by this additional term.
- -------------------------------------
Customer Signature/Title
- -------------------------------------
Company Name
- -------------------------------------
GST - TELECOM CALIFORNIA Signature/Title
- -------------------------------------
Date
4
<PAGE> 5
[GST TELECOM LOGO] FiberLinx Private Line Service Order
<TABLE>
<CAPTION>
Order Date Desired Due Date Facility type Order Tracking # Work Order # Circuit Type
<S> <C> <C> <C> <C> <C>
Existing GST Fiber (DS-3)
(Type 1)
</TABLE>
CUSTOMER INFORMATION
Company Name
CRL Network Services
- -------------------------------------------------------------
Street Number Direction Building Name
1
- -------------------------------------------------------------
Street Name Room Floor
Kearney
- -------------------------------------------------------------
City State Zip
San Francisco CA 94108
- -------------------------------------------------------------
Grantor Title
- -------------------------------------------------------------
Telephone Fax
- -------------------------------------------------------------
E-mail Address Alternate Contact
- -------------------------------------------------------------
Type of Customer
End User
------------------------------
- -------------------------------------------------------------
BILLING INFORMATION
Bill To
CRL Network Services
- ------------------------------------------------------------------
Address Building Name
1 Kearny Street
- ------------------------------------------------------------------
Address Room Floor
- ------------------------------------------------------------------
City State Zip
San Francisco CA 94108
- ------------------------------------------------------------------
Billing Contact Title
- ------------------------------------------------------------------
Telephone Fax
- ------------------------------------------------------------------
Lead Sources
[ ] ACM [ ] Inside Sales
- ------------------------------------------------------------------
Main Billing Telephone # Deposit Amount (if received):
- ------------------------------------------------------------------
Type of Circuit Intrastate
----------------
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
GST CHARGES MRC NRC
DESCRIPTION PRICE QTY TOTAL PRICE QTY TOTAL
- --------------------------------------------- ------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
FiberLinx 45 (DS-3) $[**] 1 $[**] $ -- 1 $ --
- --------------------------------------------- ------------------------------- -------------------------------
$ $
- --------------------------------------------- ------------------------------- -------------------------------
$ -- $ --
- --------------------------------------------- ------------------------------- -------------------------------
$ -- $ --
- --------------------------------------------- ------------------------------- -------------------------------
$ -- $ --
- --------------------------------------------- ------------------------------- -------------------------------
Options
- ---------------------------------------------
TOTAL CHARGES $ [**] $
</TABLE>
LOCATION SUMMARY
Service for:
<TABLE>
COMPANY NAME CITY STATE
<S> <C> <C> <C>
Location 1 CRL San Francisco CA 100 CALIFORNIA, SUITE B6
Location 2 CRL Los Angeles CA 624 S. GRAND, SUITE 1710
</TABLE>
- --------------------------------------------------------------------------------
By signing below, you, the customer, understand and agree that the services
listed above will be provided by GST pursuant to the rates, terms and
conditions in GST's applicable tariffs/price lists on file with the FCC or
state commission, as may be amended from time to time. The provisions of the
applicable tariffs/price lists, including limitations on GST's liabilities,
shall exclusively govern your and GST's obligations and liabilities with
respect to the service and options you have selected. Any terms or applicable
tariffs/price lists shall have no binding effect. Consistent with GST's
applicable tariffs/price lists, charges may apply if you cancel, modify or
defer an order.
- --------------------------------------------------------------------------------
*For customers ordering services for which no tariff or price list applies:
the GST Master Service Agreement (MSA) governs the terms and conditions under
which GST provides the services you have selected. This Service Order will not
become effective unless and until you have signed the MSA.
<TABLE>
<S> <C> <C>
5 Years PHILIP BURKHART
- -------------------------------------- ----------------------- ----------------------------
GST General Sales Manager's Signature Contract Term - Years Customer Signature
Philip Burkhart
- -------------------------------------- ----------------------- ----------------------------
Printed Name Signature Date for MSA Printed Name
VP 8/31/98
- -------------------------------------- ----------------------------
Title & Date Title & Date
- -------------------------------------- -----------------------
Account Executive Telephone
----------------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
<PAGE> 6
[GST TELECOM LOGO] FiberLinx Private Line Service Order
<TABLE>
<CAPTION>
Order Date Desired Due Date Facility type Order Tracking # Work Order # Circuit Type
<S> <C> <C> <C> <C> <C>
Existing GST Fiber (DS-3)
(Type 1)
</TABLE>
CUSTOMER INFORMATION
Company Name
CRL Network Services
- -------------------------------------------------------------
Street Number Direction Building Name
1 Kearney Street
- -------------------------------------------------------------
Street Name Room Floor
Kearney
- -------------------------------------------------------------
City State Zip
San Francisco CA 94108
- -------------------------------------------------------------
Grantor Title
- -------------------------------------------------------------
Telephone Fax
- -------------------------------------------------------------
E-mail Address Alternate Contact
- -------------------------------------------------------------
Type of Customer
End User
------------------------------
- -------------------------------------------------------------
BILLING INFORMATION
Bill To
CRL Network Services
- ------------------------------------------------------------------
Address Building Name
1 Kearny Street
- ------------------------------------------------------------------
Address Room Floor
- ------------------------------------------------------------------
City State Zip
San Francisco CA 94108
- ------------------------------------------------------------------
Billing Contact Title
- ------------------------------------------------------------------
Telephone Fax
- ------------------------------------------------------------------
Lead Sources
[ ] ACM [ ] Inside Sales
- ------------------------------------------------------------------
Main Billing Telephone # Deposit Amount (if received)
- ------------------------------------------------------------------
Type of Circuit Intrastate
----------------
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
GST CHARGES MRC NRC
DESCRIPTION PRICE QTY TOTAL PRICE QTY TOTAL
- --------------------------------------------- ------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
FiberLinx 45 (DS-3) $[**] 1 $[**] $ -- 1 $ --
- --------------------------------------------- ------------------------------- -------------------------------
$ $
- --------------------------------------------- ------------------------------- -------------------------------
$ -- $ --
- --------------------------------------------- ------------------------------- -------------------------------
$ -- $ --
- --------------------------------------------- ------------------------------- -------------------------------
$ -- $ --
- --------------------------------------------- ------------------------------- -------------------------------
Options
- ---------------------------------------------
TOTAL CHARGES $ [**] $ --
</TABLE>
LOCATION SUMMARY
Service for:
<TABLE>
COMPANY NAME CITY STATE
<S> <C> <C> <C>
Location 1 CRL Los Angeles CA 624 S. Grand, Suite 1710
Location 2 CRL Phoenix AZ 2600 N. Central, Suite 920
</TABLE>
- --------------------------------------------------------------------------------
By signing below, you, the customer, understand and agree that the services
listed above will be provided by GST pursuant to the rates, terms and
conditions in GST's applicable tariffs/price lists on file with the FCC or
state commission, as may be amended from time to time. The provisions of the
applicable tariffs/price lists, including limitations on GST's liabilities,
shall exclusively govern your and GST's obligations and liabilities with
respect to the service and options you have selected. Any terms or applicable
tariffs/price lists shall have no binding effect. Consistent with GST's
applicable tariffs/price lists, charges may apply if you cancel, modify or
defer an order.
- --------------------------------------------------------------------------------
*For customers ordering services for which no tariff or price list applies:
the GST Master Services Agreement (MSA) governs the terms and conditions under
which GST provides the services you have selected. This Service Order will not
become effective unless and until you have signed the MSA.
<TABLE>
<S> <C> <C>
5 Years PHILIP BURKHART
- -------------------------------------- ----------------------- ----------------------------
GST General Sales Manager's Signature Contract Term - Years Customer Signature
Philip Burkhart
- -------------------------------------- ----------------------- ----------------------------
Printed Name Signature Date for MSA Printed Name
VP 8/31/98
- -------------------------------------- ----------------------------
Title & Date Title & Date
- -------------------------------------- -----------------------
Account Executive Telephone
----------------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
<PAGE> 1
EXHIBIT 10.14
MCI DOMESTIC (US) DIRECT PEERING AGREEMENT
This Agreement is made, effective as of August 1, 1998 (the "Effective
Date"), by and between MCI Telecommunications Corporation, a Delaware
corporation with a principal place of business at 2100 Reston Parkway, Reston,
Virginia 20191 ("MCI") and CRL Network Services, Inc., with a principal place of
business at One Kearney Street, San Francisco, California 94108 ("COMPANY").
RECITALS
1. Each of MCI and COMPANY operates an Internet Network, as defined below;
and
2. The parties wish to provide for the connection of, and exchange of
traffic between, their respective Internet Networks on the terms and
conditions of this Agreement.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Definitions
a. "Internet Network" shall mean a communications network running
the TCP/IP and other Internet protocols which network exchanges
data pursuant to this Agreement.
b. "Direct Connection Point" shall mean any point at which the
parties agree to connect their respective Internet Networks under
this Agreement. A description of all Direct Connection Points is
set forth on Schedule 1, and Schedule 1 shall be amended by the
Agreement of MCI and COMPANY in the event of any changes.
2. Exchange of Traffic
a. Implementation of the terms of this Agreement is subject to
availability of peering ports and capacity in particular
locations.
b. The parties agree to exchange digital communications traffic over
their respective Internet Networks at two or more Direct
Connection Points as specified in Schedule 1, subject to the
terms and conditions set forth in this Agreement. The parties
will work to establish optimal locations for connecting their
respective Internet Networks. Unless the parties agree otherwise,
such connections shall be geographically dispersed. Direct
connections pursuant to this Agreement are established on a
bilateral basis. Unless the parties agree otherwise, the
connections will be established in pairs. Each party shall pay
for one circuit connection. Neither party will apply port,
service or other charges.
c. The data rate at which the parties will connect is set forth in
Schedule 1. However, such rates shall be at least DS-3 (45Mbps)
or higher.
d. Each party agrees not to restrict traffic flowing through the
Direct Connection Points to and from the other party based on the
subject matter of the traffic unless required to do so by court
order or applicable law; provided, however, that each party shall
be free to block traffic that the party determines violates the
terms of usage of its network. Each party shall retain its rights
to impose usage restrictions on its own customers and/or to
assist its customers in imposing customer requested usage
restrictions on traffic flowing from the requesting customer.
e. There will be no restrictions on the ability of either party to
collect data and create statistics associated with data moving
through its own network and traffic moving through the Direct
Connection Point. Each party shall keep all data it monitors or
captures concerning the Direct Connection Points confidential in
accordance with the nondisclosure obligations of Section 16
(Confidentiality), and shall use such data solely for the
purposes of operating and managing its Internet Network. Except
as otherwise agreed between the parties, statistics itemized by
the following criteria may not be provided to third parties,
service provider, company or other entity, and/or IP address.
Notwithstanding the foregoing, each party may provide its
customers with their own statistical data.
f. Neither party will establish a route of last resort directed
toward the other party's Internet Network. A "route of last
resort" is defined as a route which covers all possible
destinations. Instead, the parties will fully exchange explicit
routes comprising public Internet service destinations of
entities to whom either party is contractually obligated to
handle traffic. An "explicit route" is defined as a route that
covers only a strict, limited subset of all possible
destinations.
1
<PAGE> 2
g. Neither Internet Network shall obtain Transit Traffic services
from the other Internet Network for the period of this Agreement.
For purposes of this Agreement, "Transit Traffic" is traffic that
a party agrees to transport to its final destination whether or
not such destination is on such party's Internet Network.
h. If the parties are presently peering at public peering points
(for example, MAEs, NAPs, or other similar public exchange
points), the parties will terminate connections to each other at
such points as soon as practicable after the establishment of the
direct connections as provided in Schedule 1.
i. The parties intend that each pair of direct DS-3 peering
connections shall have an aggregate 20 Mbps minimum traffic
requirement. In addition, each individual DS-3 connection is
intended to carry a minimum of 5 Mbps. The traffic volumes are
measured in either direction (whichever is higher) and are weekly
aggregated averages. Any additional pair of direct peering DS-3
connections is intended to require an additional 20 Mbps of
traffic.
j. Neither Party will receive the other Party's route announcements
from a third party.
3. Payments
During the twelve-month period immediately following the Effective Date
of this Agreement, the parties agree to work together to define the data
and operational characteristics of the connection between the Internet
Networks with a view toward agreeing upon appropriate financial
arrangements for the connection of their respective Internet Networks
should they mutually be deemed necessary or desirable. Immediately upon
the parties' agreement to such financial arrangements, the parties shall
implement such arrangements by amending this Agreement to provide for
settlement or other payments between the parties. Until such financial
arrangements are finalized, no settlement or other charges of any kind
for data transmission will be paid by either party to the other under
this Agreement.
4. Term and Termination
a. This Agreement shall have an initial term of one (1) year
following the Effective Date. At the end of the one-year period,
the parties will review their compliance with the peering
criteria in order to determine if this Agreement should be
renewed. As part of this process, the parties will evaluate the
statistics relating to traffic sent to and received from each
Internet Network. Either party may terminate this Agreement for
convenience with thirty (30) calendar days' notice.
b. Either party may terminate this Agreement with ten days' notice
(unless such circumstances are cured within such ten day period)
upon the following circumstances: (i) a party disconnects from
any of the Direct Connection Points
2
<PAGE> 3
specified in Schedule 1 unless mutually agreed; or (ii) either
Internet Network purchases Internet access from the other
Internet Network; or (iii) either party fails to continue to meet
the requirements specified in Schedule 1.
5. Technical and Operational Matters
a. Each party represents that the Direct Connection Points set forth
in Schedule 1 are connected as party of an internal network
architecture comprised of multiple, cross-country (i.e., across
the eastern, midwestern, and western portions of the United
States) circuits of at least DS-3 (45 Mbps) speed. In addition,
each Backbone Hub on an Internet Network shall be connected to at
least two other Backbone Hubs in such Internet Network. For
purposes of this Agreement, a "Backbone Hub" means a router at a
major intersection of an Internet Network.
b. Neither party shall accept traffic from the other party if such
traffic does not originate on the other Party's Internet Network.
Any traffic that originates outside of the other Party's Internet
Network shall be called "third party routes." If third party
routes are detected by either party, that party has the right to
block the routes. The foregoing restriction shall not apply to
customers whose Transit Traffic is carried by either of the
parties' respective Internet Networks.
c. Both parties shall maintain a consistent routing announcement
(i.e., same set of routes announced with same AS path at all
Direct Connection Points). Both parties will present the same
autonomous system number at all mutual agreed Direct Connection
points listed in Schedule 1. Each party shall carry full routing
at edge routers using BGP-4 and aggregated routes. Each party
will register routes with the IRR (Internet Routing Registry) and
shall register routing policy with the IRR. Each party will
filter routes at the network edge, i.e., listen only to routes
that have been pre-registered.
d. Each party will determine how to route traffic to the other
party, and may choose alternate paths if such party determines
that an alternate path via another source to be optimal.
e. The parties will work together during the term of this Agreement
to establish mutually agreed performance objectives and
operational procedures to enable each party to provide the
highest practical quality of service over its Internet Network
and the connection provided under this Agreement, in a cost
effective fashion. The parties shall use their reasonable efforts
to achieve a minimum end-to-end one-way packet delay.
f. Each of the parties will use its reasonable efforts to achieve a
mean time to repair of four (4) hours or less for all outages at
the Direct Connection Point(s) set forth on Schedule 1. The
parties will cooperate with each other in each party's efforts
under this paragraph.
3
<PAGE> 4
g. Each of the parties will develop scheduled maintenance procedures
that provide for notification by one party to the other of all
schedules maintenance that could cause end-to-end connectivity
loss for any user of more than five minutes. Each party agrees to
give the other three (3) calendar days advance notice for
scheduled maintenance that is expected to result in 30 minutes or
more of end-to-end connectivity loss.
h. Each party agrees to maintain a fully staffed network operations
center ("NOC") that operates on a 24 hour/day, 7 days/week
schedule.
i. Each party will, at its own expense and on a reasonable efforts
basis, provide NOC support in cooperation with the other so as to
maintain the smooth operation of the internet network service.
The parties shall develop operational procedures for the
interworking of their respective Internet Networks, including
without limitation inter-NOC problem management information
exchanges (e.g., trouble ticket tracking), and NOC escalation
procedures for addressing unscheduled outages or emergency
maintenance.
j. Each of the parties will provide the other with certain limited
access to data for the purpose of operational monitoring and the
diagnosis of end-to-end connectivity problems. The parties will
use their reasonable efforts to develop procedures to govern the
timing and other terms and conditions upon which this access will
be provided.
k. Each of the parties shall use reasonable efforts to secure their
respective Internet Networks and traffic through the Direct
Connection Points from unauthorized access, transmission or use;
furthermore, the parties shall cooperate to address security
issues and develop security procedures.
6. Customer Relations
Each party will be responsible for communicating with its own customers
with respect to its Internet Network. Each party shall use its
reasonable efforts to notify the other promptly in writing of all
trouble reports made to it by customers of the other party. Each party
shall be responsible to screen the traffic of its own customers not
desiring public Internet access from distribution across the Direct
Connection Point(s) agreed to under this Agreement. Each party will
independently establish the charges to its own customers for the
services provided in connection with this Agreement.
7. Non-exclusivity
This Agreement shall not prohibit or restrain either party's entry into
any separate similar or dissimilar contract or agreement with one or
more third parties.
4
<PAGE> 5
8. Liability
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OR DAMAGE
ARISING FROM: (I) ANY FAILURE IN OR BREAKDOWN OF ANY FACILITIES OR
SERVICES UNDER THIS AGREEMENT, WHATSOEVER THE CAUSE AND HOWEVER LONG IT
SHALL LAST; (II) ANY INTERRUPTION OF SERVICE, WHATSOEVER THE CAUSE AND
HOWEVER LONG IT SHALL LAST; (III) SUCH PARTY'S SUBMITTING TRAFFIC TO OR
ACCEPTING TRAFFIC FROM THE OTHER PARTY UNDER THIS AGREEMENT; OR (IV) ANY
OTHER CIRCUMSTANCE RELATING TO THIS AGREEMENT.
9. Liability; Consequential Damages
Each party is responsible for assessing its own need for property,
casualty and liability insurance and each shall obtain such insurance as
each sees fit. Each party shall bear the risk of loss and damage with
respect to its own equipment and agrees not to make any claims against
the other, or assign any such claims to third parties, for any property
loss or damage.
IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN
CONNECTION WITH THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN INFORMED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT SUCH
DAMAGES ARE FORESEEABLE.
10. Authorization
All undertakings and obligations assumed under this Agreement by either
party are subject to all applicable existing and future laws, rules and
regulations, and are further subject to the issuance and continuance of
all necessary governmental licenses, waivers, consents, registrations,
permissions and approvals.
11. Force Majeure
No failure or omission by either party to carry out or observe any of
the terms and conditions of this Agreement shall give rise to any claim
against the party in question or be deemed to be a breach of this
Agreement if such failure or omission arises from any cause reasonably
beyond the control of that party (a "Force Majeure Event"). Each party
shall give the other notice in the event it experiences a failure or
delay due to a Force Majeure Event. Upon such notice, the party affected
by the Force Majeure Event may delay performance under this Agreement
during the pendency of such Force Majeure Event, and shall have no
liability for such delay.
5
<PAGE> 6
12. Relationship of Parties
In their performance of this Agreement, the parties are acting as
independent contractors, and nothing contained in this Agreement shall
be construed to create a partnership, joint venture or other agency
relationship between the parties.
13. Regulatory Approval
The parties acknowledge that this Agreement may become subject to
regulatory approval by various local, state or federal agencies. Should
such approval be required from time to time, or at any time, the parties
shall cooperate, to the extent reasonable and lawful, in providing such
information as is necessary to complete any required filing.
14. Notices
All notices between the parties required or permitted under this
Agreement shall be effective if hand delivered or sent by post or
courier, postage or fees paid, or by facsimile or electronic mail to the
address specified below. All notices shall be effective when sent.
If to MCI:
MCI Telecommunications Corporation
2100 Reston Parkway
Reston, Virginia 22091
ATTN: Internet Marketing
with a copy to:
MCI Communications Corporation
1133 19th Street, N.W.
Washington, D.C. 20036
Attention: Technology Group, Law and Public Policy
If to:
CRL, Network Services
Suite 1450
One Kearny Street
San Francisco, California 94108
6
<PAGE> 7
with a copy to:
Kim Mayor, Esq.
Mayor Law Offices
13th Floor
235 Pine Street
San Francisco, California 94014
15. Miscellaneous
If any provision of this agreement is held by an arbitrator or court of
competent jurisdiction to be contrary to law, the remaining provisions
of this Agreement will remain in full force and effect. This Agreement
may be modified only by a written amendment signed by both parties.
Nothing contained in this Agreement shall be deemed to confer any rights
in any third party not a signatory to this Agreement. Neither party
shall transfer or assign its rights or obligations under this Agreement
or transfer by way of merger, consolidation, sale of all or
substantially all of its assets without the prior written consent of the
other party which consent shall not be unreasonably withheld; provided,
that either party may transfer its interest in this Agreement to any
subsidiary or affiliate of either party. This Agreement represents the
entire understanding between the parties regarding the subject matter of
this Agreement and supersedes all other prior and contemporaneous
agreements, understandings, negotiations and discussions between the
parties with respect to such subject matter. This Agreement shall be
governed by and construed in accordance with the laws of the State of
New York, U.S.A., without regard to the conflicts principles thereof. No
press release, announcement, publication, or other use of the other
party's insignia, logos, trademarks, trade names or service marks
(collectively, "Marks") shall be made by either party without the other
party's prior written approval. All use by either party of the other
party's Marks will inure to the benefit of the party owning the Marks.
Upon termination of this Agreement, neither party shall have any
continuing right to use the other party's Marks and each party shall
immediately cease all such use of the other party's Marks.
16. Confidentiality
During the course of performance of this Agreement, each party may
disclose to the other certain business, technology, research, customer,
and other business information which the disclosing party treats as
confidential information ("Confidential Information"). Each party shall
maintain the other party's Confidential Information in confidence, shall
protect it with the same degree of protection which it uses to protect
its own Confidential Information, shall not disclose it to any third
party, and shall use it for the sole purpose of performing under this
Agreement. At the conclusion of this Agreement, each party shall either
return the other's Confidential Information in its possession (including
all copies). For purposes of this Section, the term "Confidential
Information" shall not include any information which: (a) enters the
public domain following disclosure through no fault of the receiving
party; (b) the receiving party is disclosed to the receiving party with
no
7
<PAGE> 8
obligation of confidentiality by a third party having the right to
disclose it; or (c) is independently developed by the receiving party
without reference to the disclosing party's Confidential Information;
provided that the receiving party can clearly demonstrate such
independent development through independent contemporaneous records
showing such development. Either party may disclose the other party's
Confidential Information upon the order of any competent court or law
enforcement agency; provided, that prior to disclosure the receiving
party shall inform the disclosing party of such order. Neither party
shall disclose the terms and conditions of this Agreement to any third
party. Neither party shall issue any press release regarding this
Agreement without the other party's approval. Notwithstanding the
foregoing, the parties acknowledge that they intend to disclose the
technical objectives and certain technical terms and conditions
contemplated by this Agreement to the public, in a form and manner and
at a time to be mutually agreed by the parties.
17. Disputes
Any dispute arising out of or related to this Agreement, which cannot be
resolved by negotiation, shall be settled by binding arbitration in
accordance with the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures
("Endispute Rules"), as amended by this Agreement. The costs of
arbitration, including the fees and expenses of the arbitrator, shall be
shared equally by the parties unless the arbitration award provides
otherwise. Each party shall bear the cost of preparing and presenting
its case. The parties agree that this provision and the Arbitrator's
authority to grant relief shall be subject to the United States
Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the provisions of this
Agreement, and the ABA-AAA Code of Ethics for Arbitrators in Commercial
Disputes. In no event shall the arbitrator have the authority to make
any award that provides for punitive or exemplary damages. The
Arbitrator's decision shall follow the plain meaning of the relevant
documents and shall be final and binding. The award may be confirmed and
enforced in any court of competent jurisdiction. All post-award
proceedings shall be governed by the USAA.
IN WITNESS WHEREOF, the parties have caused their respective authorized
representatives to sign this Agreement on their behalf, effective as of the date
first written above.
MCI Telecommunications Corporation CRL Network Services, Inc.
By: /s/ Vinton G. Cerf By: /s/ James G. Couch
Vinton G. Cerf James G. Couch
Senior Vice President President
Internet Architecture and Engineering
8
<PAGE> 9
SCHEDULE 1
Description of Company Direct Connection Points and Minimum Requirements for
Direct Connection Points
<TABLE>
<CAPTION>
Direct Connection Points Speed
- ------------------------ -----
<S> <C>
Hayward, California (HAY) 45 Mbps
Willow Springs, Illinois (WSP) 45 Mbps
Washington, DC (WTN) 45 Mbps
Rialto, California (RTO) 45 Mbps
</TABLE>
Either party shall be able to terminate this Agreement with ten days notice if
the other party fails to meet the following requirements and fails to cure such
breach within such ten-day period.
Infrastructure Requirements:
Cross-country DS3 (45 Mbps) backbone with Backbone Hub requirements provided in
Section 5(a);
DS3 connectivity to Direct Connection Points. as provided in Section 2(c);
Fully staffed 24X7 network operations center (NOC). as provided in Section 5(g);
Established trouble ticket and escalation procedures designed to achieve a mean
time to repair of four (4) hours or less for all outages at the Direct
Connection Points;
Connection at fewer than the Direct Connection Point(s) set forth on Schedule I.
Routing:
Carry full routing at edge routers using BGP-4 and aggregated routes. as
provided in Section 5;
Register routes with IRR, register routing policy with IRR, and filter routes as
provided in Section 5;
Consistent routing announcement (i.e.. the same set of routes announced with the
same AS path at all Direct Connection Points), as provided in Section 5;
No establishment of a route of last resort (i.e.. default route) directed to
other party, as provided in Section 2(f);
No establishment of third party routes that allow direct traffic exchange (in
either direction) between MCI and a third party, as provided in Section 5(b).
9
<PAGE> 10
Neither party shall purchase Transit Services from the other Internet Network
during the term of this Agreement.
Neither party will receive the other party's route announcements from a third
party, as provided in Section 2(j).
10
<PAGE> 1
EXHIBIT 10.16
SERVICE AGREEMENT
This Agreement is made as of April 22, 1996 between IXC Carrier, Inc.,
formerly known as "Communications Transmission Group, Inc.", a Nevada
corporation ("Lessor"), 5000 Plaza on the Lake, Suite 200, Austin, Texas 78746,
and CRL Network Services, a California Corporation ("Lessee"), One Kearny
Street, Suite 1450, San Francisco, California 94108.
BACKGROUND
This Agreement is made with reference to the following facts:
A. Lessee and IXC are parties to that Certain Digital Service Agreement
dated as of July 13, 1994.
B. The parties desire to terminate the Prior Agreement pursuant to the
terms set forth below and include the existing service and corresponding
termination liabilities into this Agreement.
1. SCOPE AND RATES.
(a) Lessor shall use its best efforts (considering the needs of
its other customers) to provide Service for which a Purchase Order has been
accepted. The rates for Service are set forth in Exhibit D, unless otherwise
specified in the applicable Purchase Order. Lessee may also order the services
listed in Exhibit B, subject to availability.
(b) Lessee may reconfigure on-net DS-1's into a on-net DS-3 with
no penalty and a new one (1) year term starts upon completion of
reconfiguration. if reconfiguration results in a revenue reduction, such
reduction will be billed as "Undesignated Billing" until replaced. Upon
conversion to a full DS-3, Lessee agrees that the DS-3 hand off in both cities
will be at the 45 Mbps level. The hand off in either city may be at the
individual DS-l level through a Multiplex provided by Lessor at the rates in
Exhibit B hereunder or such multiplex may be provided by Lessee in a rack space
provided by Lessor at rates in Exhibit B hereunder. Lessee may also reconfigure
on-net DS-1's or DS-3's after three (3) months as long as one of the original
cities remains the same, and the monthly billing is equal to or greater than
that of the reconfigured service. If the monthly billing is not equal to or
greater than the reconfigured service, the difference will be billed as
"Undesignated Billing" until replaced. Costs for reconfiguration are listed in
Exhibit B hereunder.
<PAGE> 2
(c) Lessee and Lessor also agree that Lessee shall be entitled to
certain advance discounts for attainment of the [**] level ("Discount"). In
order to facilitate the computation of such Discount the total amounts shown on
each monthly invoice shall be stated as a Discounted and as an Undiscounted
amount for each service for which a discount is applicable. The rates listed on
Exhibit D are the rates after allowing for such discount. The rates listed on
Exhibit D-l are the Undiscounted rates ("Undiscounted"). If Lessee reaches the
[**] Attainment Level within twenty-four (24) months, Lessee may pay the
Discounted amounts as long as Lessee is in the process of reaching or has
reached the [**] billing level during the first twenty-four (24) months from the
date of this Agreement. Should Lessee fail to reach the [**] Attainment Level
within twenty-four (24) months, Lessee must pay the Undiscounted amounts from
the twenty-fifth (25th) month forward until the [**] billing level is attained
or 2 years, whichever occurs first. Upon attainment of the [**] billing level
Lessor will notify Lessee that the rates on Exhibit D-1 apply and that the [**]
revenue level has a new one (1) year term.
(d) If Lessee attains the [**] billing level for all services,
all new and renewal service shall be rated at the rates listed on Exhibit D-2.
2. PAYMENTS.
(a) Lessee shall pay Lessor each month within 30 days of the date
of invoice: (i) the monthly lease rate (prorated for any partial month) for each
Available Circuit; and (ii) the charges for other services received. The first
invoice shall be for the first two months; each invoice thereafter shall be for
the following month. If any invoice is not paid when due: (i) a late charge
shall accrue equal to 1-1/2% (or the maximum legal rate, if less) of the unpaid
balance per month; and (ii) Lessor may suspend or terminate the Service.
3. TERM.
(a) The term hereof shall continue through the end of the Circuit
Lease Term which is last to expire, if Service continues thereafter, the
applicable rates will be equal to 120% of the rates hereunder and Service may be
terminated by either party upon 30 days' notice. Lessor shall notify Lessee of
impending Circuit Term Date and Lessee shall have sixty (60) days after the
notification of Term Date to renew before the 120% applies Lessee may terminate
any Circuit upon 90 days' notice; provided that if termination occurs: (i) prior
to the Activation Date, Lessee shall reimburse Lessor for all costs of the
implementation of such Circuit; and (ii) on or after such date, Lessee shall
pay: (A) all charges for Service previously rendered; and (B) the amount due
through the end of the applicable Circuit Lease Term (Lessor shall try to
re-lease such Circuit for such term, refunding to Lessee the amount so
collected, if any). If Lessor: (i) fails to provide Service within six months of
the Requested Service Date; or (ii) fails to cure a
[**]Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
2
<PAGE> 3
material breach hereof within 45 days of notice from Lessee, Lessee may, as its
only remedy, terminate the affected Circuit.
(b) Revenue for service is committed for the term of the
contract, but service may be reconfigured after three (3) months as reflected in
Section 1(b) of this Agreement.
4. LIMITS OF LIABILITY. Lessor shall not be liable for any direct,
indirect, reliance, or consequential damages, whether foreseeable or not, or for
any damage to property, loss of profits cost of replacement services, or claims
of customers for service problems caused by any defect, delay in availability,
or failure the Service or by any other cause. In no event shall Lessor be liable
in excess of the aggregate amount it has collected from Lessee hereunder. Lessor
shall give Lessee a credit in accordance with its then current outage policy for
periods in which any Circuit loses continuity and fails to comply with
applicable specifications. Such credit shall be Lessee's sole remedy with
respect to such an event; provided, however, that no such credits shall be
allowed and Lessor shall not be liable for any Service defect from causes
outside its control, including accidents, cable cuts, fires, floods,
emergencies, government regulation, wars, or acts of God. LESSOR DISCLAIMS ALL
EXPRESS AND IMPLIED WARRANTIES RELATING TO SERVICE, INCLUDING BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LESSEE
HAS NOT RELIED ON ANY REPRESENTATION NOT SET FORTH HEREIN. LESSEE SHALL
INDEMNIFY LESSOR FROM ANY CLAIMS MADE BY ANY LESSEE CUSTOMER.
5. GENERAL TERMS. This Agreement shall be construed under the laws of
Texas. All notices shall be in writing and shall be deemed given as of the date
of delivery to the addresses set forth above. The waiver of a breach hereof
shall not be construed to be a waiver of any subsequent breach. Lessor may
terminate this Agreement without liability if Lessee becomes bankrupt or
insolvent. Each party may refer any dispute relating hereto to arbitration in
Austin, Texas under the rules of the American Arbitration Association. If any
term hereof is held to be invalid or unenforceable, this Agreement shall be
construed without such invalid or unenforceable term. This Agreement is the
entire agreement between the parties pertaining to the Circuits. This Agreement
may only be modified by an instrument in writing executed by each party. Neither
party may assign this Agreement without the written consent of the other party;
provided, however, that a security interest in this Agreement may be granted by
Lessor to its lenders. The rates hereunder do not include any sales, use or
utility taxes. Lessee shall pay to Lessor any such taxes that Lessor may be
required to collect or pay.
6. DEFINITIONS. For purposes hereof: "Available" means all necessary
equipment for a Circuit has been installed. "Activation Date" means the date a
Circuit is first made Available to Lessee. "Circuit" means a DS-0, DS-l or DS-3.
"Circuit Lease Term" means the term of a Circuit specified in the applicable
Purchase Order. "Circuit Mileage" means the length of a Circuit specified in the
applicable Purchase Order. "DS-0" means a circuit complying with TR-TSY-000333
"Switched and Special Access Services -Transmission Parameter Limits and
Interface Combinations" Issue 1, July 1990. "DS-1" means a circuit complying
with AT&T Tech. Ref. Pub. 62411, December 1990, with Addendum 1, March 1991, and
Bellcore TR-MWT-000499, Issue 5, December 1993. "DS-3" shall mean a circuit
meeting the specifications
3
<PAGE> 4
set forth in AT&T Technical Reference Pub. 54014 Addendum 1, November 1992 and
Bellcore TB-NWT-608499, Issue 5, December 1993. "Purchase Order" means any
Lessee purchase order accepted by Lessor. "Requested Service Date" means the
date Service on a Circuit is requested to commence specified in the applicable
Purchase Order. "Service" means transmission service provided between North
American DSX standard cross-connect panels located in Lessor's terminal
locations. "CFA" shall mean Cable Facility Assignment for access to the local
exchange.
7. Lessor agrees to provide "CFA" to Lessee in three (3) business days
for service provided On-net and in five (5) business days for service provided
Off-net. Lessor has agreed to provide Lessee with up to 20 CFA's at no cost to
Lessee.
8. Lessor agrees to allow Lessee access to Lessee's choice of local
service providers so long as such local service providers are already in Lessors
Point of Presence (POP) or will make provisions with Lessor, under Lessor's
contractual terms and conditions, to provide service in Lessor's Point of
Presence (POP).
9. Lessor agrees that when Lessee installs more than one (1) inter-city
service in Lessor's POP at the same time, the installation charge will be the
cost of installing one (1) inter-city service.
To confirm their agreement to be bound hereby, the parties have executed
this agreement below:
IXC Carrier, Inc. CRL Network Services
5000 Plaza on the Lake, Suite 200 One Kearny Street. Suite 1450
Austin, Texas 78746-1050 San Francisco, California 94108
Attention: Vice President of Sales & Marketing Attention: Mr. Jim Couch
Telephone No.: (512)328-1112 Telephone No.: (415)837-5300
Facsimile No.: (512) 328-7902 Facsimile No.: (415)392-9000
By: By: /s/ J. Couch
-------------------------------------- -------------------------------
J. Couch Pres.
-------------------------------------- -------------------------------
(Please Print - Name and Title) (Please Print - Name and Title)
4
<PAGE> 5
LIST OF EXHIBITS
Exhibit A Form of Purchase Order
Exhibit B Maintenance and other Additional Services.
Exhibit C List of On-net Cities
Exhibit D Discounted Rates
Exhibit D-1 Undiscounted Rates
Exhibit D-2 List of Rates for Service at the [**] Attainment Level or above
Exhibit E Existing Circuits
- --------
[**]Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
5
<PAGE> 6
EXHIBIT "A" FORM
[Form of Purchase Order]
1
<PAGE> 7
EXHIBIT B
CUSTOMER MAINTENANCE SUPPORT
IXC Carrier, Inc.'s (hereinafter referred to as IXC) standard fees for
customer maintenance support services are as follows (unless set by precedence
in a service contract):
Maintenance services shall be defined as all work performed by IXC on
equipment provided by or on behalf of the Customer, or supervision of the
Customer's work within IXC's terminate facilities. Maintenance Service charges
are not billed for troubles found within that portion of a circuit provided by
IXC. The following billing rates apply for these services:
A. [**] per hour (4 hour minimum-if dispatch is required)
Monday through Friday during the business hours of 8:00 a.m. - 5:00 p.m. local
time, exclusive of the following holidays:
New Years Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day and the day after Thanksgiving
Christmas Day
B. [**] per hour (4 hour minimum) for overtime work done after
business hours (defined above) and/or on holidays (defined above) and/or all day
on Saturdays and Sundays.
C. As requests for maintenance services are typically made via
telephone, IXC must be advised, in writing as to the person(s) who are
authorized to request service. It is the Customers responsibility to keep IXC
apprised of any changes to its list of representative(s).
D. To request technical assistance and help under the maintenance
services, a call must be made to our Network Control Center at 1-800-526-2488.
This number should be used for IXC technical assistance, troubleshooting or
testing of circuits, not for service impairment or outages. The person calling
in must be on the authorized list in order to commit for charges for this
technical assistance. If that person is not on the list, the request cannot be
accommodated.
- --------
[**]Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
1
<PAGE> 8
1. The Network Control Center personnel will take the
call, record the caller's name and phone number along with facts
concerning the assistance and support needed. The caller will then be
given the number of the "Assistance Ticket."
2. Upon completion of work, this "Assistance Ticket" will
be given to IXC's Accounting Department, and the customer will
subsequently be billed based upon the information on that ticket. A copy
will be attached to the invoice.
E. Except for emergencies, IXC technicians cannot be dispatched
unless requests are made in accordance with the above call-out procedure.
2
<PAGE> 9
ANCILLARY PRICING SCHEDULE FOR ON-NET SERVICE
<TABLE>
<CAPTION>
NON-RECURRING CHARGES DS-1 DS-3
- --------------------- ---- ----
<S> <C> <C>
New Order Installation (On-Net) $[**] $[**]
New Order Installation (Off-Net) ICB ICB
Order Change (less than 5 business $[**] $[**]
days)
Order Cancellation (less than 5 $[**] $[**]
business days)
ASR (new or disconnect) (Special $[**] $[**]
Access Only)
ASR Supplement $[**] $[**]
Order Expedite $[**] $[**]
Reconfiguration Same as install Same as install
Ramped DS-3 Installation Per DS-1 $[**] N/A
Distributed DS-3 Installation Per DS-1 $[**] N/A
First 20 CFA's/DS-1 long haul $[**] N/A
Additional CFA's over 20/DS-1 $[**] N/A
long haul
<CAPTION>
MONTHLY RECURRING CHARGES DS-1 DS-3
- ------------------------- ---- ----
<S> <C> <C>
Minimum circuit charge (IXC portion) $[**] $[**]
Cross-connect charge $[**] $[**]
Other long haul carrier connected
to Lessor local access or bypass
facility (Lessor long haul not
involved - Lessor's POP used as
transition point) Local bypass
charge $[**] $[**]
Lessor POP to Lessor POP in same
city, with no Lessor long haul
attached at either Lessor POP.
</TABLE>
<TABLE>
<CAPTION>
MISCELLANEOUS RECURRING NON-RECURRING
- ------------- --------- -------------
<S> <C> <C>
M13 1 yr Term $[**]/mo $[**]
2+ yr Term $[**]/mo $[**]
3+ yr Term $[**]/mo $[**]
ECHO CANCELLER (per circuit end) $[**]/mo $[**]
SECOND END LOOP (Ex: for ADPCM) $[**]/mo $[**]
DEMAND MAINTENANCE $[**]/hr 8 a.m. - 5 p.m. M-F. 4 hour minimum if dispatch
is required; $[**]/hr after hours with 4 hour minimum.
RACK SPACE ICB - subject to availability.
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
3
<PAGE> 10
<TABLE>
<S> <C> <C>
SHELF SPACE $[**]/ea/mo ICB install
DC POWER $[**]/amp/mo (5 amp minimum; 5 amp increments)
CIF AC/DC POWER ICB
ALL OTHER SERVICES See Note (2)
</TABLE>
(1) All of the above charges are subject to change with a 30-day notice.
(2) Services not described above will be considered special handling and
charges will be assessed on an individual basis.
DSO ANCILLARY PRICING
<TABLE>
<S> <C>
New Order Installation [**]
Order Cancellation Prior to Turn up [**]
Order Expedite [**]
Reconfiguration [**]
(City Pairs the Same)
DACS Charge [**]
(Switching Only)
DSP DACS Port Charge [**]
DS1 DACS Port [**]
Minimum Charge per DS-0 [**]
</TABLE>
Notes:
1. All of the above charges are subject to change with a 30 day notice.
2. Services not described above will be considered special handling and charges
will be assessed on an individual basis.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
4
<PAGE> 11
EXHIBIT C
ON-NET DS-1 AND DS-3 CITIES
<TABLE>
<S> <C> <C>
ARIZONA
Phoenix LATA 666 Tucson LATA 668
Phelps-Dodge Twr. Ste 1702 Arizona Bank Bldg.
2600 N. Central (602) 279 33 N. Stone, Suite 1610
(520) 792
CALIFORNIA
Bakersfield LATA 734 Fresno LATA 728 Fresno Ter
1430 Truxton Ave. Ste 730 4605 E. Vine Guarantee Savings
(805) 327 (209) 486 B1171 Fulton Mall, Ste. 1201
(209) 268
Los Angeles LATA 730 San Diego LATA 732 San Francisco LATA 722
One Wilshire 8933 Complex Dr. Metropolitan Life Bldg.
624 S. Grand, Suite 1615 (619) 569 425 Market St., Ste 3800C
(213) 689 (415) 543
Sunnyvale LATA 722
111 Uranium
(408) 739
COLORADO
Colorado Springs LATA 658 Denver LATA 656
102 S. Tejon, Suite 780 Bell Building
(719) 471 931 14th Street, Ste. 622
(303) 572
DISTRICT OF COLUMBIA
Washington, D.C. LATA 236
1828 L Street N.W., Ste. 260
(202) 833
ILLINOIS
Chicago LATA 358
Prudential Building
130 E. Randolph, Suite 4001
(312) 637
INDIANA
Indianapolis LATA 336 Southbend LATA 332
Merchants Bank Bldg. 211 West Washington St.
11 S. Meridian 19th Floor
Suite 1798/1799 (219) 233
(317) 637
MARYLAND
Baltimore LATA 238
1220 S. Howard
(301) 752
</TABLE>
1
<PAGE> 12
<TABLE>
<S> <C> <C>
MICHIGAN
Ann Arbor Battle Creek Bay City
1615 Plymouth Rd. Arizona Bank Bldg. 100 E. Hart
(313) 994 33 N. Stone, Suite 1610 (517) 667
(520) 792
Detroit LATA 340 Detroit Flint
Book Bldg, Suite 2609 1860 Gratiot Ave. 2001 S. Grand Traverse
1249 Washington Blvd. (313) 259 (313) 767
(313) 961
Grand Rapids Jackson Kalamazoo
209 Graham, S.W. 170 W. North Street 303 Mills St.
(616) 235 (517) 783 (616) 385
Lansing Midland Pontiac
230 South St. 1000 Jefferson 324 S. Saginaw
(517) 631 (517) 631 (313) 338
Royal Oak Saginaw
3100 W. 14 Mile Rd. 315 Meredith
(313) 435 (517) 771
MISSOURI
Kansas City LATA 524 St. Louis LATA 520
Bank of Kansas City 900 Walnut, Suite 220
1125 Grand Ave., Suite 1704 (314) 231
(816) 283
NEVADA
*Las Vegas LATA 821
Centel Bldg., Ste. 400
125 S. Las Vegas Blvd.
(702) 388
NEW JERSEY
Newark LATA 224
744 Broad Street, 3rd Floor
(201) 824
NEW MEXICO
Albuquerque LATA 664
200 Lomas Blvd., N.W.
13th Floor
(505) 247
NEW YORK
New York LATA 132
60 Hudson St., Ste. 206
(212) 285
OHIO
Akron LATA 325 Cincinnati LATA 922 Cleveland LATA 320
1 Cascade Plaza, Suite 1950 2300 Carew Tower R.F. Keith Bldg., Suite 2117
Main & Bowery Suite 4701 1621 Euclid Ave.
(216) 535 441 Vine St. (513) 651 (216) 771
Columbus LATA 324 Dayton LATA 328 Toledo LATA 326
Borden Bldg., Level 2B 1 National Bank Bldg. 319 Madison Ave., Ste. 29017
180 E. Broad St. Suite 2220 (419) 242
614(469) 130 W. Second (513) 461
OKLAHOMA
Oklahoma City LATA 536 Tulsa LATA 538
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C>
Liberty Tower Lookout Mountain
100 N. Broadway, Ste. 3020 3500 S. 26th West Avenue
(405) 232 (918) 584
(918) 446
PENNSYLVANIA
Philadelphia LATA 228 Pittsburgh LATA 234
2401 Locust St., 2nd Floor Oliver Building
(215) 564 535 Smithfield St., Ste.
2650
(412) 281
TEXAS
Abilene LATA 550 Amarillo LATA 546 Austin LATA 558
1049 N. Third, Suite 500 Amarillo Petroleum Bldg. 621 Pleasant Valley Road
(915) 675(216) 535 203 W. 8th, Suite 607/608 (512) 389
(806) 373
Corpus Christi LATA 564 Dallas LATA 552 El Paso LATA 540
606 N. Carancahua, Ste 816 Tower of the Americas El Paso National Bank Bldg.
Wilson Plaza 2323 Bryan, Suite 380 201 E. Main, Suite 1702
(512) 882 Electra (915) 533
2223 Houston St.
(214) 954 (214) 969
Fort Worth LATA 552 Harlingen LATA 568 Houston LATA 560
WT Waggiber Blvd. 513 E. Jackson 293 N. Main Street
810 Houston Suite 1705 Matz Building (713) 224
(817) 870 (210) 425
Lubbock LATA 544 McAllen LATA 568 Midland LATA 542
1220 Broadway, #1901 200 S. 10th Street, Suite KMID - TV Studio
(806) 762 704 La Force Blvd. &
(210) 687 Air Terminal
(915) 561
San Angelo LATA 961 San Antonio LATA 566 Waco LATA 556
36 E. Twohig, 15th Floor 660 S. Santa Rosa 100 S. 26th Street
(915) 653 (210) 225 (817) 750
</TABLE>
*Price on an Individual Case Basis (ICB)
3
<PAGE> 14
INSTALLED DS-0 CITIES MARCH, 1996
<TABLE>
<S> <C>
NPA/NNX
ARIZONA
Phoenix 602-279
CALIFORNIA
Los Angeles 213-622
San Diego 619-419
Stockton 209-463
DISTRICT OF COLUMBIA
Washington, DC 202-245
ILLINOIS
Chicago 312-861
MARYLAND
Baltimore 410-752
MICHIGAN
Birmingham 313-435
MISSOURI
Kansas City 816-221
St. Louis 314-231
NEW MEXICO
Albuquerque 505-247
NEW YORK
New York City 212-285
OHIO
Dayton 513-252
OKLAHOMA
Oklahoma City 405-232
Tulsa 918-582
PENNSYLVANIA
Philadelphia 215-988
TEXAS NPA/NNX
Austin 512-389
Corpus Christi 512-883
Dallas 214-741
El Paso 915-533
Fort Worth 817-777
Harlingen 210-425
Houston 713-224
San Antonio 210-222
McAllen 210-632
VIRGINIA
Norfolk 804-622
</TABLE>
Total DS-0 Cities 26
All Cities are equipped for DSO services
Additional cities will be added if cost is justified
4
<PAGE> 15
EXHIBIT D
(DISCOUNTED RATES)
List of Rates for Service
On-Net Service
Attainment Level $ [**]
<TABLE>
<S> <C> <C>
DS-0 Service I.C.B
DS-1 Service
Miles
0-999 [**] per DS-0 V&H Mile
1000 + [**] per DS-0 V&H Mile
DS-3 Service
Miles
0-249 [**] per DS-0 V&H Mile
250-999 [**] per DS-0 V&H Mile
1000 + [**] per DS-0 V&H Mile
</TABLE>
Service is for a one (1) year term for On-Net.
Off-Net Service
<TABLE>
<S> <C> <C>
DS-0 Service I.C.B
DS-1 Service
Miles
0-250 [**] per DS-0 V&H Mile
251-999 [**] per DS-0 V&H Mile
1000 + [**] Per DS-0 V&H Mile
DS-3 Service I.C.B.
</TABLE>
Service is for a one (1) year term of the Underlying Carrier, whichever
is greater. If the term of the Underlying Carrier is longer than one (1) year,
Lessor will notify Lessee on the Marketing Service Order (MSO) before Lessee's
execution of the same.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
1
<PAGE> 16
EXHIBIT D-1
(UNDISCOUNTED RATES)
List of Rates for Service
On-Net Service
Billing Level Below $ [**]
<TABLE>
<S> <C> <C>
DS-0 Service I.C.B
DS-1 Service
Miles
0-999 [**] per DS-0 V&H Mile
1000 + [**] per DS-0 V&H Mile
DS-3 Service
Miles
0-250 [**] per DS-0 V&H Mile
251-999 [**] per DS-0 V&H Mile
1000 + [**] Per DS-0 V&H Mile
</TABLE>
Service is for a one (1) year term for On-Net.
Off-Net Service
<TABLE>
<S> <C> <C>
DS-0 Service I.C.B
DS-1 Service
Miles
0-250 [**] per DS-0 V&H Mile
251-999 [**] per DS-0 V&H Mile
1000 + [**] Per DS-0 V&H Mile
DS-3 Service I.C.B.
</TABLE>
Service is for a one (1) year term of the Underlying Carrier, whichever is
greater. If the term of the Underlying Carrier is longer than one (1) year,
Lessor will notify Lessee on the Marketing Service Order (MSO) before Lessee's
execution of the same.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
2
<PAGE> 17
EXHIBIT D-2
(RATES FOR $ [**] AND ABOVE)
List of Rates for Service
On-Net Service
Attainment Level $ [**]
<TABLE>
<S> <C> <C>
DS-0 Service I.C.B
DS-1 Service
Miles
0-999 [**] per DS-0 V&H Mile
1000 + [**] per DS-0 V&H Mile
DS-3 Service
Miles
0-250 [**] per DS-0 V&H Mile
251-999 [**] per DS-0 V&H Mile
1000 + [**] per DS-0 V&H Mile
</TABLE>
Service is for a one (1) year term for On-Net.
Off-Net Service
<TABLE>
<S> <C> <C>
DS-0 Service I.C.B
DS-1 Service
Miles
0-250 [**] per DS-0 V&H Mile
251-999 [**] per DS-0 V&H Mile
1000 + [**] Per DS-0 V&H Mile
DS-3 Service I.C.B.
</TABLE>
Service is for a one (1) year term of the Underlying Carrier, whichever is
greater. If the term of the Underlying Carrier is longer than one (1) year,
Lessor will notify Lessee on the Marketing Service Order (MSO) before Lessee's
execution of the same.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
3
<PAGE> 18
EXHIBIT E
Existing Circuits
<TABLE>
<CAPTION>
City Pairs Circuit ID
- ---------- ----------
<S> <C>
Monthly Revenue
San Francisco - Bakersfield CRL 015214 ramp-up DS-1
[**]/month
CRL015215 ramp-up 2 DS-0's
CRL015216
Los Angeles - Bakersfield CRL008812 DS-3
[**]/month
Los Angeles - Phoenix CRL012294 ramp-up DS-1
[**/month]
CRL012294 roll into DS-1
*Full DS-1 Charge should be $751.80 CRL012706 roll into DS-1
at the signing of this Agreement CRL012705 roll into DS-1
CRL013184 roll into DS-1
San Francisco - Los Angeles CRL 010322 ramp-up DS-1
[**]/month
CRL010322 ramp-up 4 DS-0's
*Full DS-1 Charge should be $735.00 CRL013123 roll into DS-1
at the signing of this Agreement CRL013193 roll into DS-1
CRL013194 roll into DS-1
San Francisco - Sacramento CRL010323 DS-0
[**]/month
</TABLE>
* A one (1) year term will begin on these circuits at the signing of this
Agreement.
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
1
<PAGE> 1
EXHIBIT 10.17
AMENDMENT NO. 1
SERVICE AGREEMENT
This Amendment No. 1 to Service Agreement (this "Amendment") is made as
of April 16, 1997 (the "Amendment Effective Date") by and among IXC CARRIER,
INC., a Nevada corporation ("Lessor") and CRL NETWORK SERVICES, a California
corporation ("Lessee").
BACKGROUND
This Amendment is made with reference to the following facts:
A. Lessee and Lessor are parties to that certain Service Agreement dated
as of April 22, 1996 (the "Agreement").
B. The parties desire to amend the Agreement pursuant to the terms set
forth below.
TERMS OF AMENDMENT
Accordingly, in consideration of the mutual promises set forth below,
the parties hereto hereby agree as follows:
1 Exhibit F attached to this Amendment is hereby added as Exhibit F to
the Agreement.
2. This Amendment is effective as of the Amendment Effective Date-
3. All other terms and conditions of the Agreement not specifically
amended herein shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment.
IXC CARRIER, INC. CRL NETWORK SERVICES
By: /s/ John R. Fleming By: /s/ J. Couch
Name: John R. Fleming Name: J Couch
Title: Executive Vice President Title: President
<PAGE> 2
EXHIBIT F
BROADBAND SERVICE ADDENDUM
This Broadband Service Addendum (this "Addendum") dated as of April 16,
1997 is attached to and made a part of that certain Service Agreement (the
"Agreement ) entered into by and between IXC CARRIER, INC. ("Lessor") and CRL
NETWORK SERVICES ("Lessee"), dated as of April 22, 1996.
1. Scope and Rates. Lessor, or an affiliate of Lessor, shall use
reasonable efforts (considering the needs of its other customers) to start the
provisioning of interstate data network service ("Broadband Service") described
in Schedule A attached to this Addendum to Lessee for which a written service
order ("Service Order") has been accepted. A form of Service Order is attached
hereto as Schedule B attached to this Addendum. The rates for the Broadband
Service are set forth in Schedule B, attached to this Addendum, unless otherwise
specified in the applicable Service Order.
2. Payments. Lessee shall pay Lessor each month within 30 days of
the date of invoice without demand or set off by Lessee: (i) the monthly charges
prorated for any partial month) based on the applicable rates set forth in the
applicable Service Order; and (ii) the charges for other services received. The
first invoice shall be for the first two months; each invoice thereafter shall
be for the following month. If any invoice is not paid when due: (i) a late
charge shall accrue equal to 1-1/2% (or the maximum legal rate, if less) of the
unpaid balance per month; and (ii) Lessor may suspend or terminate the Broadband
Service.
3. Term. The term hereof shall begin as of the date of this Addendum
and shall remain in force and effect until the date one (1) year from the date
of this Addendum, unless extended or earlier terminated pursuant to its terms.
If Broadband Service continues thereafter, the applicable rates will be equal to
120% of the rates hereunder and Broadband Service may be terminated by either
party upon 30 days' notice. Lessee may terminate any Broadband Service upon 90
days' notice; provided that if termination occurs: (i) prior to the date any
Broadband Service has been first made available to Lessee, Lessee shall
reimburse Lessor for all costs of the implementation of such Broadband Service;
and (ii) on or after such date, Lessee shall pay: (A) all charges for any
Broadband Service previously rendered; and (B) the amount due through the end of
the applicable monthly charges during the term for such Broadband Service
(Lessor shall try to re-lease such services for such term, refunding to Lessee
the amount so collected' if any). If Lessor: (i) fails to provide Broadband
Service within six months of the date requested by Lessee in the applicable
Service Order; or (ii) fails to cure a material breach hereof within 45 days of
notice from Lessee, Lessee may, as its only remedy, terminate the affected
service. To be effective, such written notice to Lessor must prominently contain
the following sentences in capital letters: "THIS IS FORMAL NOTICE OF A BREACH
OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL
CONSEQUENCES." Notwithstanding anything herein to the contrary, no termination
of this Agreement or any affected Broadband Service shall affect or reduce
Lessee's obligation to make the take-or-pay commitment payments required by
Section 1 above.
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<PAGE> 3
4. Limits of Liability. Lessor shall not be liable for any direct,
indirect, reliance or consequential damages, whether foreseeable or not, or for
any damage to property, loss of profits, cost of replacement services, or claims
of customers for service problems caused by any defect, delay in availability,
or failure in the Broadband Service or by any other cause. In no event shall
Lessor be liable in excess of the aggregate amount it has collected from Lessee
hereunder. Lessor shall give Lessee a credit in accordance with its then-current
outage policy for periods in which any Broadband Service loses continuity and
fails to comply with applicable specifications. Such credit shall be Lessee's
sole remedy with respect to such an event; provided, however, that no such
credits shall be allowed and Lessor shall not be liable for any Broadband
Service defect from causes outside its control, including accidents, cable cuts,
fires, floods, emergencies, government regulation, wars, or acts of God. LESSOR
DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO SERVICE, INCLUDING BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. LESSEE HAS NOT RELIED ON ANY REPRESENT NOT SET FORTH HEREIN. LESSEE
SHALL INDEMNIFY LESSOR FROM ANY CLAIMS MADE BY ANY OF LESSEE'S CUSTOMERS.
5. All other terms and conditions of the Agreement not specifically
referred to in this Addendum shall apply to this Addendum.
To confirm their agreement to be bound hereby, the parties hereto have
executed this Addendum below:
IXC CARRIER, INC. CRL NETWORK SERVICES
By: /s/ John R. Fleming By: /s/ John R. Fleming
--------------------------- ----------------------------
Name: John R. Fleming Name: John R. Fleming
-------------------------- -------------------------
Title: Executive Vice-President Title: President
------------------------- -------------------------
3
<PAGE> 4
SCHEDULE A
BROADBAND SERVICES PRODUCTS
Company will provide ATM DS-3 Service with a Sustained Cell Rate Virtual Circuit
(SCR/VC) of 1 MHz and a Peak Cell Rate (PCR) of 10 Mb to CRL Network Services as
covered within this Agreement and reflected in the pricing in Schedule B. The
ATM DS-3 Service Trial is for a 60 day period after which Customer may elect
pursuant to Service Trial Agreement to retain Service at rates listed in
Schedule B. Furthermore, please see accompanying topology drawing for
clarification of design.
**Please be advised that any and all CUSTOMER PREMISE EQUIPMENT AND LOCAL
ACCESS facilities and charges are the Participant/Customer's responsibility.
<PAGE> 5
SCHEDULE B
CRL
ATM PRICING SUMMARY
<TABLE>
WHOLESALE PRICING WITH 45mbps (ATM-UNI) PORT CONNECTIONS AND 15mbps (VBR) VIRTUAL CHANNEL
- -----------------------------------------------------------------------------------------
TOTAL TOTAL
DESCRIPTION RECURRING NON-RECURRING
- -----------------------------------------------------------------------------------------
<S> <C> <C>
SAN FRANCISCO
45mbps(DS3) ATM-UNI Port Connection [**] [**]
DALLAS, TX
45mbps(DS3) ATM-UNI Port Connection [**] [**]
15mbps (VBR) Virtual Channel DLLS-SNFC [**] [**]
WASHINGTON, DC
45mbps (DS3) ATM-UNI Port Connection [**] [**]
15mbps (VBR) Virtual Channel WASHDC-SNFC [**] [**]
- ----------------------------------------------------------------------------------------
TOTAL NETWORK [**] [**]
-----------------------------------------------
WHOLESALE PRICING WITH 45mbps (ATM-UNI) PORT CONNECTIONS AND 10mbps (VBR) VIRTUAL CHANNEL
- -----------------------------------------------------------------------------------------
TOTAL TOTAL
DESCRIPTION RECURRING NON-RECURRING
- -----------------------------------------------------------------------------------------
<S> <C> <C>
SAN FRANCISCO
45mbps(DS3) ATM-UNI Port Connection [**] [**]
DALLAS, TX
45mbps(DS3) ATM-UNI Port Connection [**] [**]
10mbps (VBR) Virtual Channel DLLS-SNFC [**] [**]
WASHINGTON, DC
45mbps (DS3) ATM-UNI Port Connection [**] [**]
10mbps (VBR) Virtual Channel WASHDC-SNFC [**] [**]
- ----------------------------------------------------------------------------------------
TOTAL NETWORK [**] [**]
-----------------------------------------------
WHOLESALE PRICING WITH 45mbps (ATM-UNI) PORT CONNECTIONS AND 5mbps (VBR) VIRTUAL CHANNEL
- -----------------------------------------------------------------------------------------
TOTAL TOTAL
DESCRIPTION RECURRING NON-RECURRING
- -----------------------------------------------------------------------------------------
<S> <C> <C>
SAN FRANCISCO
45mbps(DS3) ATM-UNI Port Connection [**] [**]
DALLAS, TX
45mbps(DS3) ATM-UNI Port Connection [**] [**]
5mbps (VBR) Virtual Channel DLLS-SNFC [**] [**]
WASHINGTON, DC
45mbps (DS3) ATM-UNI Port Connection [**] [**]
5mbps (VBR) Virtual Channel WASHDC-SNFC [**] [**]
- ----------------------------------------------------------------------------------------
TOTAL NETWORK [**] [**]
-----------------------------------------------
</TABLE>
NOTE:
1. All calls transmitted on greater than the standard call rate (VBR) will
have the Call Loss Priority (CLP) bit set to one (1) and the delivery
of such calls is not guaranteed.
2. All virtual circuits will have a Peak Call Rate set at 200% of the
Sustained Call Rate.
3. Prices do not include any local loop charges that may apply.
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
<PAGE> 1
EXHIBIT 10.19
QCC Standard Private Line
QWEST COMMUNICATIONS CORPORATION
PRIVATE LINE SERVICES AGREEMENT
This Private Line Services Agreement, having Service Agreement No.
PL-0000346-9710-01-01 is entered into as of October 10, 1997 (the "EFFECTIVE
DATE"), by and between Qwest Communications Corporation, a Delaware corporation
("QWEST"), and CRL Network Services. Inc., a California corporation
("CUSTOMER").
1. INCORPORATION OF DOCUMENTS AND CONTROLLING PROVISIONS:
1.1 This Service Agreement, together with (a) Service Orders (as defined in
Section 2.1 of this Service Agreement) accepted by Qwest pursuant to the
terms hereof, and (b) schedules and exhibits incorporated herein by
reference ("EXHIBITS"), shall be referred to collectively herein as this
"AGREEMENT." In the event of any conflict between the provisions of this
Service Agreement and the terms of any Service Order(s) and/or
Exhibit(s), the conflict shall be resolved by reference to said
documents in the following order of priority of interpretation (except
as is otherwise specifically provided in this Service Agreement or in
any Exhibits): (a) any Service Order(s); (b) any Exhibit(s), with
reference to the same in order of attachment to this Service Agreement;
and (c) this Service Agreement. Notwithstanding the foregoing, no
provision or term of any Service Order or Exhibit shall be a part of
this Agreement or binding on Qwest unless and until such Service Order
or document has been executed by an authorized representative of Qwest.
1.2 If any provision of this Agreement conflicts with any statute, rule or
order of any governmental unit or regulatory body, or tariff filed by
Qwest, then, if required by law, this Agreement shall remain in effect
but shall be automatically modified by such conflicting law, statute,
rule, order or tariff, subject to the termination rights granted herein.
2. SERVICES TO BE PROVIDED BY QWEST:
2.1 Telecommunications capacity, and related ancillary services (the
"FACILITY" or "FACILITIES") available from Qwest are identified in the
Service and Pricing Exhibit attached hereto as EXHIBIT "A," which is
incorporated by this reference (the "SERVICE AND PRICING EXHIBIT").
Facilities requested by Customer shall be requested on Qwest's service
order forms in effect from time to time (hereafter, any such order is a
"SERVICE ORDER(S)"). Each Service Order shall reference this Agreement
by Service Agreement Number and shall become a part of this Service
Agreement when executed by a duly authorized representative of Qwest.
Qwest reserves the right to reject any Service Order.
2.2 Upon acceptance by Qwest of a duly executed Service Order during the
Term (as defined in Section 4.3 of this Service Agreement) of this
Agreement, Qwest shall provide to Customer those Facilities identified
in the Service Order.
Qwest Communications
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QCC Standard Private Line
3. OBLIGATIONS OF CUSTOMER:
3.1 Customer shall perform those duties outlined in the Service and Pricing
Exhibit in addition to those described herein and in any Service
Order(s).
3.2 Customer shall have sole responsibility for installation, testing and
operation of the Interconnection Facilities (as defined in Section 1.4
of the Service and Pricing Exhibit), and any services and equipment
other than those Facilities specifically provided by Qwest under this
Agreement.
3.3 Customer shall fully comply with all laws, regulations and authorities
including, but not limited to, those outlined in Section 9 of this
Service Agreement.
4. TERM:
4.1 This Agreement shall be effective between the parties as of the date
first written hereon. The initial term (the "INITIAL TERM") of this
Agreement shall expire three (3) years from the date of execution
hereof, unless either party earlier terminates this Agreement in the
manner provided herein.
4.2 Upon the expiration of the Initial Term, if Customer is not then in
default hereunder, the term of this Agreement shall be renewed
automatically on a month-to-month basis (hereafter, the "RENEWAL TERM")
unless and until an Amendment is executed by both parties extending the
Renewal Term, or either party terminates this Agreement in the manner
provided herein.
4.3 The Initial Term and Renewal Term are sometimes referred to together
herein as the "TERM."
4.4 Notwithstanding anything to the contrary in this Section 4, if the
Facility Minimum Service Term (as set forth in Section 4.3 of the
Service and Pricing Exhibit) for a Facility or Facilities extends beyond
the expiration of the Term of this Agreement, then this Agreement shall
continue in effect until the expiration or termination of the applicable
Facility Minimum Service Term, but only as to the Facility or Facilities
so affected, and subject to the termination rights of Qwest and Customer
under Section 8 of this Service Agreement.
5. CHARGES AND PAYMENT:
5.1 Charges for the Facilities shall be determined according to the Service
and Pricing Exhibit except as is otherwise specifically provided in this
Agreement.
5.2 Recurring charges shall be invoiced by Qwest on a monthly basis in
advance and non-recurring charges shall be invoiced in arrears. If the
Start of Service Date (as defined in Section 2.1 of the Service and
Pricing Exhibit) for any Facility falls on other than the first day of
any month, the first invoice to Customer shall consist of: (1) the
pro-rata portion of
Qwest Communications
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<PAGE> 3
the applicable monthly charge covering the period from the Start of
Service Date to the first day of the subsequent month, and (2) the
monthly charge for the following month. Qwest may, in its sole
discretion, prior to delivering the first invoice to Customer, elect to
require that Customer make a security deposit amount equal to one (1)
month's recurring charges for the Facility or Facilities. If a deposit
is made, it shall be held by Qwest until termination of this Agreement,
at which time Qwest may apply the deposit, at its option, either against
the last month of charges due hereunder prior to termination of this
Agreement, or against any other amounts owing to Qwest under this
Agreement.
5.3 Customer shall make all payments due hereunder within thirty (30) days
after the date of Qwest's invoice. If any amount due under this
Agreement is not received by the due date, in addition to its other
remedies available hereunder, Qwest may in its sole discretion: (a)
impose a late payment charge of the lower of 1.5% per month or the
highest rate legally permissible (such late charge shall be payable upon
demand by Qwest); and/or (b) require the prepayment of up to two (2)
months of recurring charges as a condition of the continued availability
of the Facilities, which prepayment shall be held and applied against
the last two (2) months of charges hereunder prior to termination of
this Agreement. Notwithstanding anything in this Agreement to the
contrary, no payment due hereunder is subject to reduction, set-off or
adjustment of any nature by Customer, except as is specifically provided
in Section 5 of the Service and Pricing Exhibit regarding Outage
Credits. In no event shall the malfunction or non-operation of
Customer's Interconnection Facilities (including local access when
Customer is responsible there for) relieve Customer of its obligation to
pay for the Facilities.
5.4 All disputes or requests for billing adjustments must be submitted in
writing and submitted with payment of undisputed amounts due. Any
amounts which are determined by Qwest to be in error or not in
compliance with this Agreement shall be adjusted on the next month's
invoice. Any disputed amounts which are deemed by Qwest to be correct as
billed and in compliance with this Service Agreement, shall be due and
payable by Customer, upon notification and demand by Qwest, along with
any late payment charges which Qwest may impose pursuant to Section 5.3
above. Disputes shall not be cause for Customer to delay payment of the
undisputed balance to Qwest according to the terms outlined in Section
5.3 above.
5.5 Invoices submitted to Customer by Qwest shall conform to Qwest's
standard billing format and content, as modified by Qwest from time to
time.
5.6 Any applicable federal, state, or local taxes, and all use, sales,
commercial, gross receipts, privilege or other similar taxes or license
fees, whether charged to or against Qwest or Customer, with respect to
the Facilities provided by Qwest, as well as any other imposition by any
governmental authority which has the effect of increasing Qwest's cost
of providing the Facilities, shall be payable by Customer in addition to
the other charges set forth in this Agreement.
Qwest Communications
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<PAGE> 4
QCC Standard Private Line
6. EVENTS OF DEFAULT:
6.1 A "DEFAULT" shall occur if: (a) Customer fails to make any payment
required to be made by it under this Agreement and any such failure
remains uncorrected for five (5) business days after the date such
payment was due; (b) either party fails to perform or observe any
material term or obligation (other than making payment) contained in
this Agreement, and any such failure remains uncorrected for thirty (30)
calendar days after written notice from the non-defaulting party
informing the defaulting party of such failure (except for a Default by
Customer under Section 9.2 of this Service Agreement, which shall
require no advance written notice); (c) Customer breaches its
obligations to Qwest in any other agreement, including but not limited
to, agreements for switched access services, Media Express services or
any collocation agreements; or (d) there is an Adverse Material Change
(as defined in Section 6.2 of this Service Agreement) in Customer's
creditworthiness.
6.2 For purposes of Section 6.1 of this Service Agreement, an Adverse
Material Change in Customer's creditworthiness shall include, but not be
limited to: (a) failure of Customer to make full payment of charges due
hereunder on or before the date due on three (3) or more occasions
during any period of twelve (12) months, or Customer's failure to make
such payment on or before the date due in any two (2) consecutive
months; (b) acquisition of Customer (whether in whole or by majority or
controlling interest) by an entity which is insolvent, which is subject
to bankruptcy or insolvency proceedings, which owes past due amounts to
Qwest or any entity affiliated with Qwest, or which presents a
materially greater credit risk than Customer; or (c) Customer's being
subject to or having filed for bankruptcy or insolvency proceedings, or
the legal insolvency of Customer.
6.3 Notwithstanding Section 6.1 of this Service Agreement, the failure of
any particular circuit or number of circuits to comply with the
Specifications (as that term is defined in Section 2.1 of the Service
and Pricing Exhibit) shall not be deemed a Default by Qwest, but may
obligate Qwest to provide Customer with Outage Credits, as provided in
Section 5 of the Service and Pricing Exhibit.
7. REMEDIES FOLLOWING DEFAULT:
7.1 If Customer is in Default, Qwest may, in addition to any other remedies
it has under this Agreement or under the law: (a) suspend its
performance under this Agreement without the requirement of any further
notice to Customer, until Customer has remedied all breaches of this
Agreement and paid in full all charges then due, including any late fees
specified herein plus, at Qwest's option, the prepayment of up to two
(2) months recurring charges, as is specified in Section 5.3 of this
Service Agreement; (b) condition provision of Facilities or acceptance
of a Service Order on Customer's assurance of payment and compliance
with this Agreement, which may be in the form of a deposit or such other
means as is required by Qwest to establish assurance of payment and
compliance: or
Qwest Communications
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<PAGE> 5
QCC Standard Private Line
(c) terminate this Agreement by providing written notice to Customer in
the manner provided in Section 8.2 of this Service Agreement.
7.2 If Qwest is in Default, Customer may, in addition to any other remedies
it has under this Agreement or under the law, terminate this Agreement
in the manner provided for in Section 8.1 of this Service Agreement, but
may not withhold or suspend its own performance.
8. TERMINATION:
8.1 Customer may terminate this Agreement: (a) effective upon written notice
to Qwest, if Qwest is in Default (as provided in Section 7.2 of this
Service Agreement); (b) effective upon thirty (30) calendar days prior
written notice. if any material rate or term contained herein and
relevant to the affected Facilities is materially changed by order of
the highest court of competent jurisdiction to which the matter is
appealed, the Federal Communications Commission, or other local, state
or federal government authority; or (c) effective upon thirty (30)
calendar days prior written notice, with or without cause, following the
expiration of the Initial Term.
8.2 Qwest may terminate this Agreement: (a) effective upon written notice to
Customer, if Customer is in Default (as provided in Section 7.1 of this
Service Agreement); (b) effective upon thirty (30) days prior written
notice, with or without cause, following the expiration of the Initial
Term; or (c) effective immediately and without any advance written
notice, if Qwest does not maintain or loses any required regulatory or
other governmental authorizations to provide the Facilities, as
described in Section 9.1 of this Service Agreement; following a Default
by Customer under Section 9.2 of this Service Agreement; or if Customer
makes an unauthorized Transfer under Section 12.1 of this Service
Agreement.
8.3 Customer may terminate the affected portion or portions of a Service
Order or Service Orders: (a) upon ten (10) calendar days prior written
notice following failure of performance, in the manner and subject to
Section 10.2 of this Service Agreement or Section 1.2 of the Service and
Pricing Exhibit; or (b) following thirty (30) calendar days prior
written notice, following an increase in prices by Qwest as to a
particular Facility or Facilities, in the manner and subject to Section
3.2 of the Service and Pricing Exhibit. Any termination of a Service
Order of Service Orders shall not affect any remaining Service Orders,
and shall not constitute a termination of this Agreement.
9. GOVERNMENTAL AUTHORITY:
9.1 Customer acknowledges that the obligation of Qwest to provide the
Facilities to Customer is subject to the receipt by Qwest of any
required regulatory or other governmental authorizations. This Agreement
may be superseded by a tariff filed with the appropriate regulatory
agency, which tariff may contain such modifications of the provisions of
this Agreement as Qwest deems appropriate, all of which shall become
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<PAGE> 6
QCC Standard Private Line
automatically binding on Customer. Qwest reserves the right to terminate
this Agreement pursuant to Section 8.2 of this Service Agreement if at
any time Qwest does not have or loses the required regulatory or other
governmental authorizations to provide the Facilities.
9.2 Customer represents and warrants that: (a) Customer has received all
necessary permits, licenses, approvals, grants, and charters of
whatsoever kind necessary to carry out the business in which Customer is
engaged; and (b) Customer has complied and does comply with all laws,
regulations, orders, and statutes which may be applicable to Customer,
whether local, State or Federal. From the date of this Agreement until
the termination hereof, Customer agrees to operate in accordance with
and to maintain current all such certifications, permits, licenses,
approvals, grants, charters, and to comply with all applicable laws,
regulations, orders and statutes, whether local, State or Federal. A
breach by Customer of any of the representations, warranties or
covenants of this Section 9.2 shall be deemed a Default hereunder, and
shall allow Qwest to terminate this Agreement in the manner described in
Section 8.2 of this Service Agreement.
10. FORCE MAJEURE:
10.1 Except as is provided in Section 10.2 below, Qwest shall not be liable
for any failure of performance hereunder due to causes beyond its
reasonable control, including, but not limited to: acts of God, fire,
explosion, vandalism, fiber optic cable cut, storm, extreme temperatures
or other similar catastrophes; any law, order, regulation, direction,
action or request of the United States government, or of any other
government, including state and local governments having jurisdiction
over either of the parties, or of any department, agency, commission,
court, bureau, corporation or other instrumentality of any one or more
said governments, or of any civil or military authority; national
emergencies, insurrections, riots, wars, or strikes, lock-outs, work
stoppages or other labor difficulties: actions or inactions of a third
party provider or operator of facilities employed in provision of the
Facilities; or any other conditions or circumstances beyond the
reasonable control of Qwest which impede or affect the Facilities or the
transmission of telecommunications services.
10.2 If any failure of performance on the part of Qwest described in Section
10.1 of this Service Agreement shall be: (a) for twenty-four (24) hours
or less, then this Agreement shall remain in effect, but Customer shall
be relieved of its obligation to pay for that portion of the Facilities
affected for the period of such failure of performance; or (b) for more
than forty-eight (48) hours, then Customer may terminate only that
portion of any Service Order or Service Orders related to the Facilities
so affected, by written notice to Qwest, in accordance with Section 8.3
of this Service Agreement.
10.3 If the Facilities are unavailable to Customer as a result of any events
described in Section 10.1, Customer may be entitled to an Outage Credit
under Section 5 of the Service and Pricing Exhibit.
Qwest Communications
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QCC Standard Private Line
11. INDEMNIFICATION:
11.1 Customer shall indemnify and hold harmless Qwest (and Qwest's
affiliates, officers, directors and employees; hereafter, "QWEST'S
AFFILIATES"), and any third party provider or operator of services
employed by Qwest and/or Qwest's Affiliates in the provision of the
Facilities, from and against, and shall reimburse Qwest and/or Qwest's
Affiliates for, any and all losses, liabilities, deficiencies, claims
and expenses (including, but not limited to, costs of defense and
reasonable attorneys fees) incurred by Qwest and/or Qwest's Affiliates
and arising from or in connection with: (a) any breach of any covenant
or agreement of Customer contained in this Agreement; (b) any
misrepresentation or breach of any of the representations and warranties
of Customer contained in this Agreement; or (c) any claims which may be
asserted by parties other than Customer who have use of or access to the
Facilities through Customer.
12. ASSIGNMENT:
12.1 Neither this Agreement nor any of Customer's rights or obligations
hereunder may be sold, assigned, sublet, encumbered or transferred by
operation of law or otherwise (hereafter, a "TRANSFER"), without the
prior written consent of Qwest. Any Transfer by Customer without Qwest's
prior written consent shall entitle Qwest, at its option, to: (a)
consider the Transfer void; (b) consent to the Transfer, and hold the
Customer and any transferee(s) liable hereunder; or (c) terminate this
Agreement upon delivering written notice to Customer. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors or assigns. Qwest
may transfer, assign, or otherwise in any manner encumber this Agreement
and its rights and obligations hereunder without the need to obtain
Customer's prior consent.
13. TITLE:
13.1 Customer expressly disclaims any right, title, perpetual right of use or
any other interest in or to any equipment or property used or supplied
by Qwest under this Agreement.
14. WARRANTIES AND LIMITATION OF LIABILITY:
14.1 Qwest warrants that the Facilities shall be provided to Customer and
shall operate in accordance with prevailing telecommunications industry
standards (hereinafter the "TECHNICAL STANDARDS"). If Qwest determines
that the Facilities are not being provided in accordance with the
Technical Standards (hereinafter, a "DEFECT" or "DEFECTS"), Qwest shall
use reasonable efforts under the circumstances to conform the Facilities
to the Technical Standards.
14.2 THE WARRANTIES CONTAINED IN SECTION 14.1 OF THIS SERVICE AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED
OR STATUTORY, INCLUDING WITHOUT
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LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. QWEST HEREBY SPECIFICALLY DISCLAIMS ANY LIABILITY TO
CUSTOMER FOR INTERRUPTIONS AFFECTING THE FACILITIES FURNISHED HEREUNDER
WHICH ARE ATTRIBUTABLE TO CUSTOMER'S INTERCONNECTION FACILITIES (AS
DEFINED IN SECTION 1.4 OF THE SERVICE AND PRICING EXHIBIT) OR TO
CUSTOMER'S EQUIPMENT FAILURES, OR TO CUSTOMER'S BREACH OF THIS
AGREEMENT.
14.3 IN NO EVENT SHALL QWEST OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER
OR ANY OF ITS AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY FOR: (a) ANY
LOSS OF PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED
OR SUFFERED AS A RESULT OF UNAVAILABILITY OF FACILITIES, PERFORMANCE,
NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER
THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF CUSTOMER ADVISES QWEST
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (b) FOR ANY OUTAGE OR
INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT
CONSEQUENCES THEREOF, EXCEPT AS IS SPECIFICALLY PROVIDED IN SECTION 5 OF
THE SERVICE AND PRICING EXHIBIT REGARDING OUTAGE CREDITS.
14.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY: (a) CUSTOMER
AGREES THAT ITS SOLE REMEDY IN THE EVENT OF ANY BREACH OF THE WARRANTIES
DESCRIBED IN SECTION 14.1 OF THIS SERVICE AGREEMENT SHALL BE THE OUTAGE
CREDITS DESCRIBED IN SECTION 5 OF THE SERVICE AND PRICING EXHIBIT; AND,
(b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF QWEST UNDER THIS
AGREEMENT, INCLUDING ANY OUTAGE CREDITS, EXCEED THE TOTAL PAYMENTS PAID
BY CUSTOMER TO QWEST HEREUNDER.
14.5 Customer acknowledges that Qwest has no ability to independently test or
maintain Facilities between two off net cities. Consequently, if Qwest
provides such Facilities, then notwithstanding anything in this
Agreement to the contrary, Qwest's entire duty with respect to such
Facilities shall be to use its best efforts to test and maintain such
Facilities in accordance with Qwest's Specifications.
15. NON-DISCLOSURE AND PUBLICITY:
15.1 Neither party shall disclose to any third party' the terms and
conditions of this Agreement without the prior written consent of the
other, except that Customer may disclose the terms and conditions of
this Agreement to potential investors in Customer, and Qwest may
disclose the terms and conditions of this Agreement to potential
investors in Qwest. Neither party shall use the other's name in
publicity or press releases without obtaining prior written approval,
which shall not be unreasonably withheld.
Qwest Communications
8
<PAGE> 9
QCC Standard Private Line
16. ARBITRATION:
16.1 All disputes which involve amounts reasonably anticipated to be in
excess of Twenty-Five Thousand Dollars ($25,000.00) arising out of or
related to this Service Agreement, shall be determined and resolved by
arbitration in Denver, Colorado, in accordance with the rules of the
American Arbitration Association ("AAA"). The arbitrators shall be
appointed in accordance with the rules then prevailing of the AAA.
16.2 The award rendered by the arbitrator(s) shall be final and binding upon
the parties hereto. Neither party shall have the right to further appeal
or redress the matters arbitrated except for the purposes of obtaining
the judgment rendered by the arbitrator(s). Judgment upon any
arbitration award may be entered and enforced in any court of competent
jurisdiction.
16.3 The parties hereto agree that a prevailing party shall be entitled to
recover all reasonable costs and expenses (including all reasonable
attorney's fees and disbursements) of such arbitration proceeding, as
well as all cost for said proceeding. Such prevailing party shall also
be entitled to reasonable attorney's fees and costs incurred in
enforcing a judgment of the arbitrators separately from and in addition
to any other amount included in such judgment. This Section 16.3 shall
be severable from the other provisions of this Service Agreement and
shall survive and not be merged into any such judgment.
17. USE OF FACILITIES:
17.1 Qwest's obligation to provide the Facilities specified herein is
conditioned upon Customer not allowing the Facilities to be used for any
unlawful purpose: or in violation of any governmental regulations or
authorizations as outlined in Section 8 of this Service Agreement.
18. MISCELLANEOUS:
18.1 Customer shall execute such other documents, provide such information
and cooperate with Qwest, all as may be reasonably required by Qwest in
connection with providing the Facilities.
18.2 Neither this Agreement, nor the provision of Facilities hereunder, shall
create a partnership or joint venture between the parties or result in a
joint communications service offering to any third parties.
18.3 The failure of either party to give notice of default or to enforce or
insist upon compliance with any of the terms or conditions of this
Agreement shall not constitute a waiver of any term or condition of this
Agreement.
18.4 Subject to Section 16 of this Service Agreement, in the event suit is
brought or an attorney is retained by either party to enforce the terms
of this Agreement or to collect any moneys due hereunder or to collect
money damages for breach hereof, the prevailing party shall be entitled
to recover, in addition to any other remedy, reimbursement for
Qwest Communications
9
<PAGE> 10
QCC Standard Private Line
reasonable attorneys' fees, court costs, costs of investigation and
other related expenses incurred in connection therewith.
18.5 Customer acknowledges that at least part of the Facilities are or will
be provided through a Qwest "NETWORK MANAGEMENT CENTER" located in
Denver, Colorado. Accordingly, this Agreement shall be construed under
the laws of the State of Colorado without regard to choice of law
principles. Except as is provided in Section 16 of this Service
Agreement, venue and jurisdiction shall lie exclusively with the
District Court in the City and County of Denver.
18.6 No subsequent agreement concerning the Facilities or modification to
this Agreement shall be binding upon the parties unless it is made in
writing by an authorized representative of Customer and an authorized
Representative of Qwest Communications at its headquarters in Denver,
Colorado.
18.7 If any part of any provision of this Agreement shall be invalid or
unenforceable under applicable law, said part shall be ineffective to
the extent of such invalidity only, without in any way affecting the
remaining parts of said provision or the remaining provisions of this
Agreement, and the Customer and Qwest agrees to negotiate with respect
to any such invalid or unenforceable part to the extent necessary to
render such part valid and enforceable.
18.8 The terms and provisions contained in this Agreement that by their sense
and context are intended to survive the performance thereof by the
parties hereto shall survive the completion of performance and
termination of this Agreement, including, without limitation, the making
of any and all payments due hereunder.
18.9 Words having well-known technical or trade meanings shall be so
construed.
18.10 All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be given by: (a) hand
delivery; (b) first-class registered or certified mail with postage
prepaid; (c) overnight receipted courier service; or (d) telephonically
confirmed facsimile transmission, which notice is addressed to the party
at the address set forth below, or such other address as may hereafter
be designated in writing by the party. Notices given in accordance with
this Section shall be effective upon receipt or when receipt is refused.
Qwest Communications
10
<PAGE> 11
QCC Standard Private Line
All notices to Qwest shall be addressed to:
Qwest Communications Corporation
555 17th Street, Suite 1000
Denver, Colorado 80202
Facsimile: (303)291-1724
Phone: (303)291-1400
Attn.: Carrier Contracts Admin.
All notices to Customer shall be addressed to:
CRL Network Services, Inc.
1 Kearny St., Suite 1450
San Francisco CA 94108
Facsimile: 415-392-9000
Phone: 415-837-5300
Attn.: Jim Couch
The addresses set forth may be changed by appropriate notice to the
other party.
18.11 This Agreement comprises the complete and exclusive statement of the
agreement of the parties concerning the subject matter hereof, and
supersede all previous statements, representations, and agreements
concerning the subject matter hereof.
DATED as of the first date above written.
CRL NETWORK SERVICES, INC.:
By: /s/ JIM COUCH
--------------------------------
Name: Jim Couch
Title: President / CEO
Date: October 10, 1997
QWEST COMMUNICATIONS CORPORATION:
By: /s/ GREG CASEY
--------------------------------
Name: Greg Casey
Title: Sr. Vice President,
Carrier Markets
Date: October 10, 1997
Qwest Communications
11
<PAGE> 12
QCC Standard Private Line
EXHIBITS
Exhibit A: Service and Pricing Exhibit to Qwest Private Line Services
Agreement consisting of seven (7) pages, dated October 10, 1997
as well as the following Schedules attached thereto:
<TABLE>
<CAPTION>
Schedule to Exhibit A Pages
--------------------- -----
<S> <C>
"A-1" Circuit Listing 1
"A-2" Interval Guidelines 1
"A-3" Technical Specifications 2
</TABLE>
Qwest Communications
12
<PAGE> 13
QCC Standard Private Line
EXHIBIT "A"
TO
QWEST COMMUNICATIONS
PRIVATE LINE SERVICES AGREEMENT
SERVICE AND PRICING EXHIBIT
This Service and Pricing Exhibit (this "Service and Pricing Exhibit") is
made as of October 10, 1997 with respect to Service Agreement No.
PL-0000346-9710-01-01 (the "SERVICE AGREEMENT") by and between Qwest
Communications Corporation, a Delaware corporation ("Qwest"), and CRL Network
Services, Inc., a California corporation ("CUSTOMER").
1. QWEST SERVICES:
1.1 During the Term of the Agreement, Qwest will provide to Customer
the Facility or Facilities requested by Customer in a Service
Order accepted by Qwest.
1.2 Upon acceptance of a Service Order, Qwest shall notify Customer
of its target date for the delivery of each Facility (the
"ESTIMATED AVAILABILITY DATE"). Any Estimated Availability Date
given by Qwest to Customer shall be subject to Qwest's standard
and expedited interval guidelines, as amended by Qwest from time
to time (the "INTERVAL GUIDELINES"). A copy of Qwest's current
Interval Guidelines are attached hereto as EXHIBIT "A-2" Qwest
shall use reasonable efforts to install each such Facility on or
before the Estimated Availability Date, but the inability of
Qwest to deliver a Facility by such date shall not be a Default
under this Agreement. If Qwest fails to make any DS-1 or DS-3
Facility available within sixty (60) days after acceptance by
Qwest of the Service Order with respect to such Facility (or such
greater time as is set forth in the Interval Guidelines), or if
Qwest fails to make any Optical Circuit Facility available within
ninety (90) days after acceptance by Qwest of the Service Order
with respect to such Facility (or such greater time as is set
forth in the Interval Guidelines), Customer's sole remedy shall
be to cancel the Service Order which pertains to such Facility by
ten (10) calendar days prior written notice to Qwest, as is set
forth in Section 8.3 of the Service Agreement.
1.3 At each end of the city pairs (the "CITY PAIRS") on which
Customer orders Facilities, Qwest shall provide appropriate
equipment in its terminal locations necessary to connect the
Facilities to Customer's Interconnection Facilities (as defined
in Section 1.4 of this Service and Pricing Exhibit). If Customer
desires to install its own equipment in one or more of Qwest's
terminals, and Qwest, in its sole discretion, agrees to such
installation, the parties shall execute the Collocation
Agreement.
Qwest Communications
<PAGE> 14
QCC Standard Private Line
1.4 Customer agrees that Customer's Interconnection Facilities shall
connect to the Facilities provided by Qwest hereunder at the
network interface points located in the Qwest terminals and
defined in the Specifications (as defined in Section 2.1 of this
Service and Pricing Exhibit). As used herein, the term
"Interconnection Facilities" shall mean transmission capacity
provided by Customer or its third party supplier to extend the
Facilities provided by Qwest from a Qwest terminal to any other
location (e.g., a local access telephone service provided by a
local telephone company).
1.5 Qwest shall use reasonable efforts to order Interconnection
Facilities on behalf of Customer from Customer's designated
supplier, provided that Customer furnishes Qwest with an
acceptable letter of agency. Customer shall be billed directly by
the supplier of such Interconnection Facilities, and shall hold
harmless and indemnify Qwest from any loss or liability incurred
by Qwest as a result of Qwest's ordering Interconnection
Facilities from any third party. Customer may, at its election,
but subject to Qwest's prior written approval, order its own
Interconnection Facilities. If any party other than Qwest
provides Interconnection Facilities, then unavailability,
incompatibility, delay in installation, or other impairment of
Interconnection Facilities shall not excuse Customer's obligation
to pay Qwest all Rates or charges applicable to the Facilities,
whether or not such Facilities are useable by Customer.
2. START OF SERVICES:
2.1 Start of service for each Facility (the "Start of Service Date")
shall begin on the date on which Customer accepts delivery of
such Facility. If Customer fails to give written notice that the
Facility is in material non-compliance with the applicable
standard Qwest network specifications, as modified from time to
time by Qwest (the "SPECIFICATIONS") within five (5) business
days after notification to Customer by Qwest that the Facility is
available, Customer shall be deemed to have accepted such
Facility, and the Start of Service Date shall commence as of the
fifth day following such notification by Qwest. Following notice
by Customer of material non-compliance as set forth above, Qwest
shall promptly take such reasonable action as is necessary to
correct any such non-compliance in the Facility and shall, upon
correction, notify Customer of a new Start of Service Date.
2.2 Notwithstanding anything in Section 2.1 of this Service and
Pricing Exhibit to the contrary, Customer may delay the Start of
Service Date for any Facility for up to thirty (30) days from
Qwest's Estimated Availability Date by written notice to Qwest at
least seventy-two (72) hours prior to any applicable Estimated
Availability Date.
Qwest Communications
2
<PAGE> 15
QCC Standard Private Line
3. RATES:
3.1 Qwest shall provide the Facilities at the rates (the "RATES") set
forth in this Section 3 (exclusive of all sales, use, commercial
or other taxes or license fees) and as shown on the Circuit
Listing attached as Schedule "A-I" to this Service and Pricing
Exhibit. The Rates for each Facility also include certain Monthly
Recurring and Non-Recurring charges, all as defined in this
Section 3. Finally, the Rates vary depending on whether the
Facilities are DS-1 or DS-3. Rates do not include local access
connectivity. The Rates shall be as follows:
ON-NET SERVICE
<TABLE>
<CAPTION>
FACILITY TYPE: V & H MILES: RATE PER DS-0 V & H MILES:
<S> <C> <C>
DS-1 0-199 $[**]
200+ $[**]
DS-3 0-199 $[**]
200+ $[**]
</TABLE>
OFF-NET SERVICE
Individual Case Basis (ICB)
(a) DS-1 FACILITIES RATES FOR IXC:
(i) DS-1 MONTHLY RECURRING CHARGES:
Minimum charge per DS-1 per month: $[**]
(ii) DS-1 NON-RECURRING CHARGES:
$[**] installation charge per DS-1.
(b) DS-3 FACILITIES RATES FOR IXC:
(i) BASE IXC RATES: To be determined by Qwest on a case-by-case
basis, subject to availability from Qwest.
(ii) DS-3 MONTHLY RECURRING CHARGES: Minimum charges per DS-3 per
month: $[**]
(iii) DS-3 NON-RECURRING CHARGES:
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
Qwest Communications
3
<PAGE> 16
QCC Standard Private Line
$[**] installation charge per DS-3 for all services and
equipment, or $[**] for 1 year term, or waived for 2 year
term.
(c) OTHER CHARGES:
In addition to the foregoing Facilities Rates for DS-1 and DS-3
Facilities for IXC, Customer shall pay to Qwest the following additional
charges, as applicable, including any and all recurring charges imposed
on Qwest for the handling of calls under this agreement:
(i) OTHER MONTHLY RECURRING CHARGES:
- Mux charges: DS-3 MUX $[**] each
- Channel Bank: each $[**] per month
- DS-1 cross-connect charges: each $[**] month plus any
pass-through charges.
- DS-3 cross-connect charges: each $[**]
- Cross-connect charges: to another CAPS provider
$[**] each
- LTR charges: charges incurred by LECs
will be passed through to
customer to be paid by
customer.
(ii) OTHER NON-RECURRING CHARGES:
- Expedited Order Charges: $[**] each.
- Mux charges: $[**] per DS3 mux.
- DACs rearrangements: each $[**] per DS-1
- Channel Bank: each $[**] installation
- DS-1 cross-connect charges: each $[**] installation
plus any pass-through charges
- Change of order
cross-connect charges: $[**] each DS-3, $[**]
each DS-1
- Pre-engineering cancellation
cross-connect: $[**] each DS-3, $[**]
each DS-1
- Post-engineering
cancellation of cross-connect: $[**] each DS-3, $[**]
each DS-1
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
Qwest Communications
4
<PAGE> 17
QCC Standard Private Line
3.2 (INTENTIONALLY DELETED)
4. FACILITY MINIMUM SERVICE TERM:
4.1 Customer acknowledges that the Rates and charges described in
Section 3 of this Service and Pricing Exhibit are based on the
commitment of Customer to utilize the Facilities for a specified
minimum period of time. Therefore, notwithstanding anything in
this Agreement to the contrary, Customer shall be liable for and
shall pay to Qwest all Rates, fees and charges which accrue under
this Agreement for each Facility for the entire Facility Minimum
Service Term (as defined in Section 4.2 of this Service and
Pricing Exhibit) applicable to each such Facility, regardless of
whether or not Customer utilizes all or any part of such Facility
during all or any part of the Facility Minimum Service Term
applicable to such Facility, except as is set forth in Section
4.3 of this Service and Pricing Exhibit.
4.2 The "FACILITY MINIMUM SERVICE TERM" for each Facility, is
defined as follows:
(a) Twelve (12) months from Start of Service Date for
DS-1 Facilities.
(b) Twelve (12) months from Start of Service Date for
DS-3 Facilities.
4.3 Notwithstanding anything in this Agreement to the contrary,
Customer's obligation to pay all Rates, fees and charges which
accrue under this Agreement for each Facility for the entire
Facility Minimum Service Term applicable to each such Facility
shall terminate, as each such Facility, if this Agreement is
terminated during the Minimum Service Term which pertains to each
such Facility: (a) by Customer, pursuant to Sections 8.1(a) or
(b) of the Service Agreement, following a Default by Qwest or an
increase in prices; or (b) by Qwest, pursuant to Section 3.2(b)
of the Service Agreement, if termination by Qwest during the
Minimum Service Term as to the Facility occurs other than because
of a Default by Customer, or 8.2(c) of the Service Agreement, if
Qwest terminates this Agreement because Qwest loses any required
permits. Upon termination of this Agreement for any other reason-
the total of all charges referred to in this Section 4 shall be
at once due and payable, regardless of whether or not all of the
Facilities Minimum Service Terms have expired and may be
collected by Qwest from Customer as a single amount.
5 OUTAGE CREDITS:
5.1 Customer acknowledges the possibility of an unscheduled,
continuous and/or interrupted period of time when a Facility or
Facilities are "UNAVAILABLE" (as
Qwest Communications
5
<PAGE> 18
QCC Standard Private Line
defined in the Specifications) (hereafter an "OUTAGE"). In the
event of an Outage, Customer shall be entitled to a credit (the
"OUTAGE CREDIT") determined according to the following formula:
<TABLE>
<S> <C>
OUTAGE CREDIT = HOURS OF OUTAGE - 2 HOURS X TOTAL MONTHLY CHARGE OF AFFECTED FACILITY
---------------
720 HOURS
</TABLE>
5.2 The Outage Credit shall apply to the charges for the total
mileage between end terminals of any Facility affected by an
Outage; provided, however, that if any portion of the affected
Facility remains beneficially used or useable by Customer between
any intermediate terminals (where Customer has installed drop and
insert capability) or end terminals, the Outage Credit shall not
apply to that pro-rata portion of the mileage. The length of each
Outage shall be calculated in hours and shall include fractional
portions thereof. An Outage shall be deemed to have commenced
upon verifiable notification thereof by Customer to Qwest, or,
when indicated by network control information actually known to
Qwest network personnel, whichever is earlier. Each Outage shall
be deemed to terminate upon restoration of the affected Facility
as evidenced by appropriate network tests by Qwest. Qwest shall
give notice to Customer of any scheduled outage as early as is
practicable, and a scheduled outage shall under no circumstance
be viewed as an Outage hereunder.
5.3 Outage Credits shall not be granted if the malfunction of any
end-to-end circuit is due to an Outage or other Defect occurring
in Customer's Interconnection Facilities.
5.4 All Outage Credits shall be credited on the next monthly invoice
for the affected Facility after receipt of Customer's request for
credit. The total of all Outage Credits applicable to or accruing
in any given month shall not exceed the amount payable by
Customer to Qwest for that same month for such Facility.
5.5 The Outage Credit described in this Section 5 of this Service and
Pricing Exhibit shall be the sole and exclusive remedy of
Customer in the event of any Outage, and under no circumstance
shall an outage be deemed a Default under this Agreement.
Qwest Communications
6
<PAGE> 19
QCC Standard Private Line
DATED AS OF the first date above-written.
CRL NETWORK SERVICES, INC.:
By:
---------------------------------------
Name: Jim Couch
Title: President / CEO
Date:
----------------------------------
QWEST COMMUNICATIONS CORPORATION:
By: /s/ GREG CASEY
---------------------------------------
Name: Greg Casey
Title: Sr. Vice President,
Carrier Markets
Date: 10/16/97
----------------------------------
Qwest Communications
7
<PAGE> 20
QCC Standard Private Line
SCHEDULE "A-1"
CIRCUIT LISTING
(SEE ATTACHED EXHIBIT REPORT OR SERVICE ORDER)
(IF THE ABOVE IS NOT PRESENT, WAITING ON CUSTOMER TO SEND SERVICE ORDER.)
1
<PAGE> 21
QCC Standard Private Line
SCHEDULE "A-2" TO EXHIBIT A
- --------------------------------------------------------------------------------
STANDARD & EXPEDITE INTERVAL GUIDELINES
- --------------------------------------------------------------------------------
These are the standard order intervals for Qwest's domestic services. If
you have any questions regarding the interval process, please contact your Sales
Director.
<TABLE>
<CAPTION>
TOTAL SERVICE INTERVAL
IN CALENDAR DAYS
-----------------------------
SERVICE TYPE STANDARD EXPEDITE
- ------------ -------- --------
<S> <C> <C>
OPTICAL:
POP TO POP (OC-3) 28 ICB
POP TO POP (ALL OTHERS) ICB ICB
LOA PROVIDER ICB ICB
LEC TO LEC ICB ICB
CAP TO CAP ICB ICB
CAP TO LEC ICB ICB
CROSS CONNECTS ICB ICB
DS-3:
POP TO POP 24 ICB
LOA PROVIDED 30 ICB
LEC TO LEC 30 ICB
CAP TO CAP 30 ICB
CAP TO LEC 30 ICB
CROSS CONNECTS 14 ICB
DS-1:
POP TO POP 21 ICB
LOA PROVIDED 25 ICB
LEC TO LEC 28 ICB
CAP TO CAP 28 ICB
CAP TO LEC 28 ICB
CROSS CONNECTS 14 ICB
</TABLE>
ALL INTERVALS ARE SUBJECT TO NETWORK CAPACITY AND LEC FACILITY AVAILABILITY.
"ICB" means "Individual Case Basis"
"POP TO POP" means Qwest controls CFA.
CAP's: No optical interface anywhere except with MFS & TCG in Los Angeles.
Equipment Plug-ins: Add 2 days.
- --------------------------------------------------------------------------------
1
<PAGE> 22
QCC Standard Private Line
SCHEDULE A-3 TO EXHIBIT A
TO
QWEST COMMUNICATIONS PRIVATE LINE SERVICE AGREEMENT
TECHNICAL SPECIFICATIONS
1. INTERCONNECT SPECIFICATIONS:
1.1 The customer interconnection point of DS-1 & DS-3 signals at the
Qwest (SPT) location will be at an industry standard (DSX-1) &
(DSX-3) digital cross-connect panels and will be referred to as
Qwest Network Interface in this document.
1.2 The DS-1 & DS-3 signals terminating at the Qwest digital
cross-connect panels will meet the electrical specifications as
defined in AT&T Compatibility Bulletin (CB) No. 119, Issue 3,
October, 1979.
1.3 The Qwest Digital Network will be compatible with the Bell
System hierarchical clock synchronization methods and stratum
levels as described in Bellcore Technical Advisory
(TA-NPL-000436).
1.4 Customer equipment must also meet the interconnect
specifications listed above and shall comply with jitter
requirements of AT&T Technical Reference PUB 63411.
2. PERFORMANCE OBJECTIVES:
2.1 DS-1 and DS-3 circuit performance will be measured using two
parameters: Availability and Error-Free Seconds.
2.2 Availability is a measure of the relative amount of time during
which the circuit is available for use. According to CCITT and
ANSI definitions, unavailability begins when the Bit Error Ratio
(BER) in each second is worse than 1.0 E-3 for a period of 10
consecutive seconds.
2.3 The availability objective for DS-1 and DS-3 circuits between
Qwest Network Interface points specified above is to provide a
performance level of 99.85% over a 12 month period. This
excludes any customer provided access links to the Qwest digital
network.
2.4 Outages attributable to incidental damage to or severage of
outside fiber optic cable plant, or scheduled maintenance is
excluded from the performance objective stated above.
2.5 Error-Free Seconds (EFS) and Error Seconds (ES) are the primary
measure of error performance. An Error-Free Second is defined as
any second in which no
1
<PAGE> 23
QCC Standard Private Line
bit errors are received Conversely, an Error Second is any
second in which one or more bit errors are received.
3. ACCEPTANCE CRITERIA
The acceptance criteria for DS-1 and DS-3 circuits between Qwest Network
Interface points is to provide the performance levels shown below during a 60
minute test period. If no errors are observed during the first 15 minutes of the
test, the facility may be considered acceptable. Access connections to customer
location will be tested in accordance with Bell Publication 62508.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
ONE-WAY CIRCUIT DS-3 DS-1
MILEAGE EFS EFS BER
<S> <C> <C> <C> <C>
0 - 250 99% 99.7% 6 x 10 (-10)
250 - 1000 98% 99.5% 5 x 10 (-10)
1000 - 4000 96% 99.0% 1 x 10 (-10)
-------------------------------------------------------------------------------
</TABLE>
4. OTHER SERVICE OFFERINGS:
4.1 MULTIPOINT-64, 56 KBPS AND FRACTIONAL DS-1 SERVICES are based on
standard 64 Kbps PCM coding and are designed to meet the DS-1
performance objectives above.
4.2 VOICEPAK AND MULTIPOINT-32 service deploy ADPCM transcoders
which transform standard DS-1 signals into compressed format utilizing 32 Kbps
instead of 64 Kbps PCM coding techniques. These systems are not suitable for
data applications.
2
<PAGE> 24
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: Requested Due Date: Sales Person: Keith Collins
------- ------ ------------------
BILLING INFORMATION
Function Code: [ ] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name: CRL Network Service Cust. #:
----------------------------------- ---------------------
Billing Address:
----------------------------------------------------------------
City: State: Zip:
-------------------------- ----------------- -----------------
Billing Contact: Phone: Fax:
--------------- ----------------- -----------------
Order Contact: Phone: Fax:
----------------- ----------------- -----------------
<TABLE>
<CAPTION>
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DS-3 944 SFO DEN 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
DS-3 794 DEN STL 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
DS-3 260 STL CHI 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: Site:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
City: State: Zip: City: State: Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: 90 day take or pay contract Special Remarks/Comments: Due Dates: SFO-DEN due 3 weeks
begins 1st day of billing - billing begins with after receipt of order. DEN-STL 5/15/98; STL-CHI 7/5/98.
installation of last circuit - ** days free service
for each day circuit install delayed by Qwest.
</TABLE>
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
<TABLE>
<S> <C>
For Customer By: James Couch For Qwest By:
--------------- --------------------------
Signature: /s/ JAMES COUCH Signature:
--------------------- -----------------------------
Title: Pres. Title:
------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
<PAGE> 25
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: 3/30/98 Requested Due Date: Sales Person: Keith Collins
------- ------ ------------------
BILLING INFORMATION
Function Code: [ ] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name: CRL Network Services Cust. #:
----------------------------------- ---------------------
Billing Address:
----------------------------------------------------------------
City: State: Zip:
-------------------------- ----------------- -----------------
Billing Contact: Phone: Fax:
--------------- ----------------- -----------------
Order Contact: Phone: Fax:
----------------- ----------------- -----------------
<TABLE>
<CAPTION>
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DS-3 593 CHI DCA 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
DS-3 544 STL DAL 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: Site:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
City: State: Zip: City: State: Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: 90 day take or pay contract Special Remarks/Comments: Due Dates: CHI-DCA 7/5/98;
begins 1st day of billing - billing begins with STL-DAL 5/15/98
installation of last circuit - ** days free service for
each day circuit install delayed by Qwest.
</TABLE>
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
<TABLE>
<S> <C>
For Customer By: James Couch For Qwest By:
--------------- --------------------------
Signature: /s/ JAMES COUCH Signature:
--------------------- -----------------------------
Title: Pres. Title:
------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
<PAGE> 26
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: Requested Due Date: Sales Person:
------- ------ ------------------
BILLING INFORMATION
Function Code: [ ] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [ ] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name: Cust. #:
----------------------------------- ---------------------
Billing Address:
----------------------------------------------------------------
City: State: Zip:
-------------------------- ----------------- -----------------
Billing Contact: Phone: Fax:
--------------- ----------------- -----------------
Order Contact: Phone: Fax:
----------------- ----------------- -----------------
<TABLE>
<CAPTION>
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DS-3 89 SJO SAC 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: Site:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
City: State: Zip: City: State: Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: Billing will not start until Special Remarks/Comments: Credit ** days service for
pending DS-3 network installed by Qwest. This order is each day circuit installed delayed.
ordered under terms agreed to for DS-3 Backbone dated
6/9/98.
</TABLE>
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
<TABLE>
<S> <C>
For Customer By: Philip Burkhart For Qwest By:
--------------- --------------------------
Signature: /s/ PHILIP BURKHART Signature:
--------------------- -----------------------------
Title: V.P./G.M. Title:
------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
<PAGE> 27
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: 6/9/98 Requested Due Date: ASAP Sales Person: Collins
------ ------ ------------------
BILLING INFORMATION
Function Code: [X] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name CRL Network Services Cust. #: 346
----------------------------------- ---------------------
Billing Address One Kearny St. Ste 1450
----------------------------------------------------------------
City: San Francisco State: CA Zip: 94108
-------------------------- ----------------- -----------------
Billing Contact: Robyn Raschke Phone: 415-837-5300 Fax: 415-392-9000
--------------- ----------------- -----------------
Order Contact: Chris Phone: 510-728-7000 Fax: 510-728-7001
----------------- ----------------- -----------------
<TABLE>
<CAPTION>
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DS-3 798 DLS CHI 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [X] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: QCC Dallas Site: QCC Chicago
------------------------------------------------ ------------------------------------------------
Address: 2323 Bryan Street Address: 20 North Wacker Ste. 656 & 614
--------------------------------------------- ---------------------------------------------
City: Dallas State: TX Zip: 75201 City: Chicago State: IL Zip:
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ---------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER: MFS
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: Use existing CRL COAX next Special Remarks/Comments: Please provide MFS CFA for
pair available. customer to order IXC cross connect
</TABLE>
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
<TABLE>
<S> <C>
For Customer By: Philip Burkhart For Qwest By:
--------------- --------------------------
Signature: /s/ PHILIP BURKHART Signature:
--------------------- -----------------------------
Title: V.P./G.M. Title:
------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
<PAGE> 28
[QWEST LOGO} CARRIER SERVICES
PRIVATE LINE -- SERVICE ORDER
Customer Order Number
-----------------
Order Date: 6/9/98 Requested Due Date: ASAP Sales Person: Collins
------- ------ ------------------
BILLING INFORMATION
Function Code: [X] New [ ] Change [ ] Revision [ ] Supplement [ ] Disconnect
Expedite: [ ] Yes [ ] No Charge ** per circuit Approval - Customer Initial
--
EXPEDITE FEE WILL NOT BE WAIVED.
Contract Term: [X] 12M [ ] 24M [ ] 36M [ ] 48M [ ] 60M
Customer Name CRL Network Services Cust. #:
----------------------------------- ---------------------
Billing Address One Kearny St. Ste. 1450
----------------------------------------------------------------
City: San Francisco State: CA Zip: 94108
-------------------------- ----------------- -----------------
Billing Contact: Robyn Raschke Phone: 415-837-5300 Fax: 415-392-9000
--------------- ----------------- -----------------
Order Contact: Chris Phone: 510-728-7000 Fax: 510-728-7001
----------------- ----------------- -----------------
<TABLE>
<CAPTION>
SERVICE INFORMATION
Service City City
Type V&H Originating Terminating Qty. Unit MRC Total MRC Unit NRC Total NRC
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DS-3 659 DEN DLS 1 ** ** ** **
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
ORIGINATING ACCESS TYPE TERMINATING ACCESS TYPE
Access: [ ] Cust. Ordered (CFA/LOA) Access: [ ] Cust. Ordered (CFA/LOA)
[ ] QCC Ordered [ ] QCC Ordered
Site: QCC Denver Site: QCC Dallas
------------------------------------------------ ------------------------------------------------
Address: 910 15th Street Ste. 200 Address: 2323 Bryan Street
--------------------------------------------- ---------------------------------------------
City: Denver State: CO Zip: 80202 City: Dallas State: TX Zip: 75201
--------------- -------- ----------- --------------- -------- -----------
Ops. Contact: Phone: Ops. Contact: Phone:
---------------------- ---------- ---------------------- ----------
Alternate: Phone: Alternate: Phone:
--------------- -------------------- --------------- --------------------
ACCESS PROVIDER: ACCESS PROVIDER:
---------------- ----------------
QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF QCC REQUIRES 5 WORKING DAYS FROM RECEIPT OF
DLR TO COMPLETE CIRCUIT INSTALLATION. DLR TO COMPLETE CIRCUIT INSTALLATION.
Special Remarks/Comments: Use existing CRL COAX next Special Remarks/Comments: Use existing CRL COAX next
pair available. pair available.
6/9/98.
</TABLE>
SIGNATURE/APPROVAL
This Service Order is subject to and governed by the terms and conditions set
forth in Customer's Private Line Service Agreement. Your signature acknowledges
that you have read, understand and accept such terms and conditions and that
you are duly authorized to execute and deliver this Service Order. This Service
Order shall not become a valid and binding obligation of Qwest until this
Service Order has been executed by an authorized representative of Qwest.
<TABLE>
<S> <C>
For Customer By: Philip Burkhart For Qwest By:
--------------- --------------------------
Signature: /s/ PHILIP BURKHART Signature:
--------------------- -----------------------------
Title: V.P./G.M. Title:
------------------------- ---------------------------------
</TABLE>
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
