<PAGE>
i
Exhibit 10.4
Note: Portions of this exhibit indicated by "[*]" are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete,
unredacted copies of this exhibit have been filed with the Securities and
Exchange Commission as part of this Company's confidential treatment request.
CONTRACT
between
SUNTEL PRIVATE LTD
and
AIRSPAN COMMUNICATIONS LTD
for
Purchase Order No
LP/0442/99
April 26, 1999
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ii
This Contract is entered into between:
Suntel (Private) Ltd. ("The Purchaser")
of the one part
and
Airspan Communications Ltd ("Contractor")
of the other part.
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Contract
--------
Table Of Contents
-----------------
<TABLE>
Introduction
<S> <C>
Clause 1 Definitions
Clause 2 Contractor's Scope of Supply
Clause 3 Contractor's Subcontractors
3.1 General
3.2 Technical information
Clause 4 Specifications
4.1 General
4.2 Technical Specification
4.3 System Description
4.4 Design, construction and manufacture
4.5 Information from The Purchaser
Clause 5 The Purchaser's Share of Responsibilities
Clause 6 Changes
6.1 General
6.2 Changes demanded by The Purchaser
6.3 Changes proposed by the Contractor
6.4 Contractor's obligation to propose changes
6.5 The Purchaser's approval of changes
6.6 Supplementary agreement
6.7 Variations in prices
6.7.1 Increase or decrease in prices
6.7.2 Reimbursements to The Purchaser for increased costs
Clause 7 Project Group, Progress Report, Time Schedule and Delays
7.1 Project group
7.2 Progress report
7.3 Time schedule
7.4 Delays
Clause 8 Inspection
8.1 General
8.2 No prejudice
</TABLE>
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<TABLE>
<S> <C>
8.3 Subcontractors
Clause 9 Acceptance Procedure and Actual Date of Delivery
9.1 General
9.2 Quality assurance
9.3 System test (or Site Acceptance Test)
9.4 Acceptance test (or System Acceptance Test)
9.5 Actual Date of Delivery
Clause 10 Warranties and Certain Consequences in the Event of Breaches of
Warranties
10.1 Warranty period
10.2 Corrective Measures Activity
10.3 Warranty of Corrective Measures
10.4 Notification of defects
10.7 Warranty regarding replaced or corrected parts
10.8 Warranty of Reliability and Maintainability
10.9 Warranty of Documentation
10.9.1 Sufficient and adequate for Operation and Maintenance
10.9.2 Additional Documentation
10.10 Spares Warranty
10.11 Warranty of right to use and reproduce etc.
10.12 Repairs Warranty
10.13 Warranty for production
10.15 Title and intellectual property rights
10.16 Exceptions from warranties
10.17 Records of events
Clause 11 Delivery
11.1 Equipment and Software
11.1.1 Contractual Date of Delivery
11.1.2 Passing of Title
11.1.3 Software license
11.2 Installation
11.3 Training
11.4 Documentation
11.5 Spare parts
11.6 Test Instruments
11.7 Marking
</TABLE>
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<TABLE>
<S> <C>
11.8 Packing
11.9 Order Procedure
Clause 12 Liquidated Damages in the Event of Delays in Delivery
12.1 General
12.2 WLL System, training, documentation, spare parts and test
instruments
12.3 Delays caused by The Purchaser or Force Majeure Events
Clause 13 Prices
Clause 14 Payments
14.1 General
14.2.1 Equipment and Software
14.4.1 Invoicing
14.4.2 Interest
Clause 15 Liability for Accidents, Damage and Loss
15.1 Liability before passing of risk
15.2 Other indemnification
15.3 Gross misconduct
15.4 Limitation of The Purchaser's liability
15.5 Obligations to limit damages and loss
Clause 16 Patents and Other. Intellectual and Industrial Property Rights
Clause 17 Force Majeure
Clause 18 Optional Orders
18.1 WLL System
18.2 Terms and conditions
18.3 Exercise of option
Clause 19 Network and Maintenance
Clause 20 Non Waiver
Clause 21 Language
Clause 22 The Purchaser's Approval
Clause 23 Compliance with the Law
Clause 24 Assignment
Clause 25 Termination
Clause 26 Cancellation
26.1 General
26.2 Cancellation due to Contractor
26.3 Cancellation with reference to Force Majeure
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<TABLE>
<S> <C>
26.4 Consequences of cancellation according to 26.2
26.5 Consequences of cancellation according to 26.3
26.6 Ownership to Equipment etc.
26.7 Survival of Clauses
Clause 27 Entire Agreement Modifications of the Contract
Clause 28 Order of Priority
Clause 29 Applicable Law
Clause 30 Confidentiality
Clause 31 Disputes
Clause 32 Notices
Clause 33 Support Bond
Clause 34 Contract Period
</TABLE>
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List of Annexes to the Contract Document
----------------------------------------
Annex 1 Technical Specifications
Annex 2 Compliance List to the Technical Specifications
Annex 3 System Description
Annex 4 Price Summary
Annex 5 Price Lists
Annex 6 Discount Table
Annex 7 Equipment and Software
Annex 8 Optional Equipment and Software
Annex 9 Turn-key services
Annex 10 Training
Annex 11 Documentation
Annex 12 Spare Parts
Annex 13 Test Equipment
Annex 14 Logistics
Annex 15 Quality
Annex 16 System Requirements
Annex 17 Acceptance Procedure
Annex 18 Time Schedule
Annex 19 Share of Responsibilities
Annex 20 Subcontractors and Local Support
Annex 21 Network Operations and Maintenance
Annex 22 Vendor Financing
Annex 23 Insurance
Annex 24 Availability
Annex 25 Definition of Service Effecting Errors
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Annex 26 Software License
Annex 27 Project Organisation
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Clause 1- Definitions
---------------------
For the purpose of this Contract the following words and abbreviations shall
have the meaning herein assigned to them unless the subject matter or context
would obviously require otherwise:
"Actual Date of Delivery" with respect to the WLL System shall mean the date
defined in Clause 9.5. And applies to the first phase of the project as defined
in Annex 18.
"Delivery" shall be delivery of equipment that is not part of the phase 1.
"The Purchaser's Share of Responsibility" shall mean all buildings, facilities
and equipment as well as all labour and services to be or caused to be provided
by The Purchaser under this Contract as further set out in Clause 5.
"Contract" shall mean this Contract between the Purchaser and the Contractor,
including all Annexes as amended from time to time and incorporated herein and
all documents to which reference may properly be made in order to ascertain the
right and obligations of the parties.
"Contract Price" shall mean that the sum so named in the Contract together with
any additions thereto or deductions therefrom as are agreed in writing under the
Contract.
"Contractor's Scope of Supply" shall mean all Equipment, Software,
Documentation, Installation, spare parts, test instruments, services and other
activities to be supplied by the Contractor.
"Contractual Date of Delivery" with respect to the WLL System shall mean the
date defined in Clause 11.1.1.
"Day" shall mean calendar day.
"CIP" as defined in INCOTERMS 1990.
"Documentation" shall mean all necessary written and drawn information about the
WLL System for operation, maintenance and training.
"Equipment" shall mean the hardware including standard software (except
documentation other than documentation included in Software) collectively
(including spare parts) that is to be supplied by the Contractor under this
Contract.
"WLL System" shall mean all Equipment and Software to be supplied by the
Contractor meeting all the requirements of this Contract including the details
set out in Annexes 7-13 and 21, when properly installed, interfaced and used in
conjunction with the Contractor's Scope of Supply obligations defined in the
Technical Specification.
"Installation" shall mean assembling and testing.
"Latest Version" shall mean the last maintained release of software issued to
The Purchaser and in use on the System.
"Licence" shall mean the Licence grated to The Purchaser by Supplier.
"Month" shall mean calendar month.
"Object Code" shall mean Software either written directly or translated from
Source Code, which when presented on a suitable medium may be directly executed
by and through computer hardware and/or firmware and which code may be stored on
any storage medium whatsoever.
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ii
"Premises" shall mean the place or places other than the Contractor's premises
to which the Equipment and Software are to be delivered or where Contractor's
Scope of Supply obligations are to be carried out.
"Software" shall mean all operating systems, application, programs, compilers,
utilities, service software and other programs and associated documentation
provided by the Contractor for inclusion in the WLL System.
"Software Release" shall mean revisions to Software containing new features or
enhancements.
"Source Code" shall mean Software in assembly language or any higher-level
language and all available appropriate documentation.
"Specifications" shall have the meaning set out in Clause 4.1 and shall include
Technical Specifications.
"System" shall be as described in Annex 3.
"Technical Specifications" shall have the meaning as set out in Subclause 4.1.
"Tender" means the tender published by Suntel.
"Time Schedule" shall have the meaning appearing in Subclause 7.3.
"Week" shall mean calendar week.
"Limited commercial traffic" is defined as commercial service provided with
subscriber terminals used and provided for site and system acceptance (which are
supplied in the first phase of this contract).
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Clause 2 - Contractor's Scope of Supply
---------------------------------------
The Contractor undertakes to supply and shall deliver to The Purchaser in
accordance with the terms and conditions of this Contract the WLL System, all of
which shall meet the requirements set out in this Contract.
In the performance of its undertakings under this Contract the Contractor shall
provide (if purchased) the Purchaser with a WLL System consisting of
- Equipment and Software set out in Annex 7
- Optional Equipment and Software set out in Annex 8
- Turn-Key Services set out in Annex 9
- Training set out in Annex 10
- Documentation set out in Annex 11
- Spare parts set out in Annex 12
- Test Equipment set out in Annex 13
- Network operations and maintenance set out in Annex 21
all on the terms and conditions set out in this Contract.
The Contractor shall consequently, with regard to the Contractor's Scope of
Supply and services unless otherwise specifically stated in this Contract, bear
the responsibility for providing:
all design, engineering, labour, materials, equipment, software, services, tools
and instruments, Documentation, information, manufacture, assembling, technical
marking, packing, transportation, action, unloading, Installation,
commissioning, inspection, testing, delivery, training and maintenance support
with respect to the WLL System
and undertakes - without extra costs to The Purchaser - to provide hardware,
software, documentation, services or other activities which are necessary to
fulfil the Contractor's obligations as set forth in this Contract.
Concerning design responsibility the Contractor shall be solely responsible for
the design and adequacy of the System and shall not claim any additional payment
nor be relieved from any obligation imposed on it by this Contract on grounds of
misunderstanding or insufficient information received from and/or supplied by
The Purchaser and/or its representatives on any matter whatsoever related to
this Contract.
The Contractor's responsibility for the design of the System shall not in any
way be diminished nor shall its design approach be restricted or limited by The
Purchaser's acceptance of the Contractor's guidance or recommendations as to
engineering standards
and design specifications or by The Purchaser's suggestions or recommendations
on any aspect of the said design.
The System shall be commercially functional and fully available for at least
99.50 % of the time, 24 hours a day, throughout the full calendar year. The
definition and calculation for availability is given Annex 24 Availability.
Failure to meet the above parameters will be deemed as breach of performance and
shall be referred to the project group, which shall determine the impact of
extent of any penalty, according to the terms and conditions within the
contract.
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Clause 3 - Contractor's Subcontractors
--------------------------------------
3.1 General
------------
Subject to any expressed provision to the contrary contained in this
Contract, The Purchaser hereby agrees that the Contractor in the
performance of this Contract may enter into subcontract and purchase
arrangements with subcontractors with respect to the services, work at site
units of the Equipment and Software, therein referred to, provided that any
subcontracting by Contractor is subject to the prior written consent of The
Purchaser on a case by case basis. This consent of The Purchaser shall in
no way affect the Contractor or relieve the Contractor from its
responsibilities or obligations under this Contract nor create any
contractual or employer - employee relationship between The Purchaser and
any subcontractor or supplier of the Contractor.
The Contractor may substitute individual subcontractors, provided that the
Equipment offered by another subcontractor can be integrated in the WLL
System and in particular that it and its spare parts are pin-to-pin
compatible with the substituted ones, while maintaining the full
responsibility of the Contractor for all requirements and guarantees
specified.
Contractor's subcontractors, their names, addresses and equipment or
services to be supplied, are set out in Annex 20.
3.2 Technical information
--------------------------
The Contractor shall without charge furnish The Purchaser with such
technical information as The Purchaser may from time to time require - in
order to be able to make reliable evaluations and to operate, maintain,
repair and replace - with respect to any materials and components that the
Contractor will purchase from other sources as well as materials and
components that the above subcontractors and suppliers will employ in the
performance of the Contract, provided that the said information is or can
reasonably be made available to the Contractor.
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Clause 4 - Specifications
-------------------------
4.1 General
------------
In satisfying its obligations under this Contract the Contractor shall
incorporate into the Contractor's Scope of Supply the standards and
specifications defined in Subclauses 4.2 - 4.3 (inclusive), all of
which will hereinafter collectively be referred to as the
"Specifications". The said term shall also include any subsequent
amendment or addition to the said standards or specifications.
4.2 Technical Specification
----------------------------
The Contractor's Scope of Supply shall in all respects satisfy those
technical and performance specifications that are set out in Annex 1,
and 2 hereto.
4.3 System Description
-----------------------
The Contractor's Scope of Supply shall in all respects satisfy those
descriptions that are set out in Annex 3 hereto.
4.4 Design, Construction and Manufacture
-----------------------------------------
The WLL System shall
(i) be designed, constructed, manufactured and assembled so as to achieve
reliability in accordance with the provisions set out in Annex 1, 2 and 3
and Annex 15 and otherwise in accordance with good engineering and
manufacturing practices, and
(ii) be such as to ensure that the WLL System will function properly, both
separately and as an integrated and reliable part of the networks to which
it is connected. The Contractor shall always take into account the
importance that The Purchaser attaches to the requirements that the WLL
System shall be easy to handle with respect to operation and maintenance.
The Contractor shall execute the Contract with the care, skill and
diligence expected from a competent contractor.
4.5 Information from The Purchaser
-----------------------------------
To the extent the Contractor has not obtained from The Purchaser all
necessary information already prior to the signing of this Contract (and
has not been provided by The Purchaser under Clause 5), the Contractor
undertakes to take all such actions as are necessary to obtain all
information regarding technical features and characteristics of as well as
other circumstances relating to the relevant networks, The Purchaser'
equipment and information regarding WLL recommendations released by ETSI
(that are defined below) to enable the Contractor to fulfil its
undertakings under this Contract and to provide The Purchaser with
Contractor's Scope of Supply fulfilling all the requirements set out in the
Specifications or otherwise in this Contract.
To the extent the Contractor so requests in writing The Purchaser shall
furnish the Contractor with such information as is referred to above that
is readily available to The Purchaser or, if the information is not so
available, advise the Contractor of such knowledge (if any) as The
Purchaser may have readily available, on how to obtain the required
information.
Relevant WLL ETSI Recommendations
---------------------------------
ETS 301 055 - Transmission and Multiplexing (TM);
Digital Radio Relay Systems (DRRS);
Direct Sequence Code Division Multiple Access (DS-CDMA)
point-to-multipoint DRRS in frequency bands
in the band 1 GHz to 3 GHz
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Clause 5 - The Purchaser's Share of Responsibilities
----------------------------------------------------
The Purchaser's shall provide or cause to be provided the facilities,
equipment, labour and services that are set out in Annex 19.
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Clause 6 - Changes
------------------
6.1 General
------------
The parties recognise that changes to the Contractor's Scope of Supply or
otherwise of this Contract may be necessary or desired after the date of
signing of the Contract. The following provisions shall apply to The
Purchaser and the Contractor's rights and obligations with respect to such
changes. To be deemed to be a change under this Clause 6, the change shall
have been demanded by The Purchaser or proposed by the Contractor, as the
case may be.
Any new or changed Software and Equipment shall be considered as an
integrated part of the WLL System and shall fall under the conditions
of this Contract.
6.2 Changes Demanded by The Purchaser
---------------------------------------
The Purchaser shall have the right at any time to request reasonable
changes in the Specifications and other changes in the Contractor's Scope
of Supply. The Contractor agrees to effect all such reasonable changes as
The Purchaser may request, subject to changing price as provided in Clause
6.7.1 and reasonable other conditions.
6.3 Changes Proposed by the Contractor
---------------------------------------
The Contractor shall inform The Purchaser about any possible change,
possible improvement or development regarding the WLL System and
related technology that comes to the Contractor's knowledge during the
validity of this Contract and that is not already known to The
Purchaser.
The Contractor may propose such changes of the Contractor's Scope of Supply
as the Contractor deems appropriate.
6.4 The Contractor's Obligation to Propose Changes
---------------------------------------------------
The Contractor shall be obliged to propose such changes to the Contractor's
Scope of Supply as are necessary or advisable in order to
(i) achieve technical improvements of the WLL System, or otherwise
implement technical or economical improvements or new technology or
experiences;
(ii) obtain consents necessary from authorities Sri Lanka or
(iii) otherwise minimise the cost of day-to-day operation and maintenance
of the WLL System.
6.5 The Purchaser's Approval of Changes
----------------------------------------
The Contractor may not, without the prior written consent of The Purchaser,
make any change to any part of the Contractor's Scope of Supply, - even if
after such change Contractor's Scope of Supply still complies with the
Specifications.
6.6 Supplementary Agreement
----------------------------
For each change, whether proposed by the Contractor or The Purchaser, the
Contractor shall provide The Purchaser with a written offer. Such
offer shall set forth in detail the change of the Contractor's Scope
of Supply and shall contain information on possible changes of
- Equipment
- Software
- Documentation
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- Training
- Turn-key Services
- Spare parts
- Test Equipment
- Prices
- Contractual Date of Delivery
- Other Dates according to Time Schedule
Warranties
and on other changes of The Purchaser's Scope of Supply resulting from the
change in question as well as on any other terms and conditions that
according to the Contractor shall govern the change. The information
on prices shall be split on the various items that The Purchaser
reasonably requires and be accompanied by all necessary drawings and
specifications including a description of the consequences for the WLL
System, the environments, the reliability, the maintainability, the
training of The Purchaser's staff, the Contractor's Scope of Supply
and The Purchaser's Share of Responsibility etc. sufficiently detailed
so as to permit The Purchaser to judge on the reasonableness of the
prices and other terms and conditions.
If the change has been proposed by The Purchaser the offer shall be
submitted by the Contractor as soon as practicable, however, in no
case later than thirty (30) days after receipt of The Purchaser's
proposal. The Contractor shall be bound by any offer referred to
herein for such a period of time as is required to enable The
Purchaser to evaluate and make decision on the basis of the offer.
Any change according to Subclauses 6.2, 6.3 and 6.6 above has to be agreed
by The Purchaser in' the form of a written numbered change order or
supplementary order ("Supplementary Agreement"). The Contractor shall
not commence any work relating to such a change until The Purchaser
has authorised the same and all the related terms and conditions.
However, if The Purchaser so requests in writing, the Contractor shall
be obliged to commence and carry out minor or urgent changes,
notwithstanding that all of the terms and conditions have not at that
time been agreed to by The Purchaser.
6.7 Variations in Prices
-------------------------
6.7.1 Increase or decrease in Prices
------------------------------------
In the event that a change referred to in Clause 6 would result in
(i) a material increase of the Contractor's costs for the Contractor's
performance under this Contract or
(ii) a material decrease of the Contractor's costs for the Contractor's
performance under this Contract
then the parties shall mutually in writing agree upon, in good faith, such
price increase or decrease as the case may be.
In the ascertainment and determination of such an increase or decrease,
rates and prices specified in this Contract shall as far as possible serve
as a guide. Where this is not possible, the increase or decrease shall be
an amount that is reasonable in view of all the circumstances.
6.7.2 Reimbursements to The Purchaser for increased costs
---------------------------------------------------------
6.7.2.1 It is expressly agreed that The Purchaser shall in no event bear
any increase of Contract Prices resulting from changes required in
order to make the WLL System meet the requirements set out in this
Contract.
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6.7.2.2 Any costs or expenses incurred by The Purchaser due to such a
change shall be reimbursed by the Contractor on demand and may be
set off by The Purchaser against any payment The Purchaser shall
make to the Contractor under this Contract.
6.7.2.3 In the event that any change would require a change of The
Purchaser's Share of Responsibility or of any other equipment
belonging to The Purchaser, and the Contractor has failed to
inform The Purchaser of this fact prior to the conclusion of the
Supplementary Agreement referred to in Subclause 6.6 above, the
Contractor shall reimburse The Purchaser for all such increase of
costs that The Purchaser will incur due to such a change and the
provisions of set-off in Subclause 6.7.2.2 above shall apply.
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Clause 7 - Project Group, Progress Report, Time Schedule and Delays
-------------------------------------------------------------------
7.1 Project Group
------------------
For the supervision of the parties' performance under this Contract, the
Contractor and The Purchaser shall on The Purchaser's request form a joint
project group consisting of representatives from each party ("Project
Group") which shall decide when and where to meet. Each party shall bear
all costs for its own representatives. Minutes of meetings shall be kept
and signed by one representative of each party authorized to this effect.
When considered necessary representatives of subcontractors and experts of
the parties shall attend the meetings. It is incumbent upon the Contractor
to see to it that representatives of the Contractor's subcontractors will
attend, if so required. The costs for such experts shall be borne by the
party in question. The costs for representatives of the subcontractors of a
party shall be borne by the party in question or subcontractor, as they may
have agreed separately.
At the meetings the Project Group shall discuss the progress of the
Contractor's Scope of Supply and The Purchaser's Share of Responsibility
and review the operation and maintenance facilities of the WLL System.
The Project Group shall supervise the test procedures for Acceptance Tests
set out in Annex 17.
The Project Group is authorized to make decisions within the technical
scope of the Contract . A technical change or correction which entails
increased costs or extension of the delivery time shall promptly, but
latest at the next meeting be notified in writing by the Contractor. If
such notice is not made, the Contractor has no right to demand compensation
for such increased costs or to demand acceptance by The Purchaser of
prolongation of the delivery time.
A decision binding on the parties shall be deemed to have been made only if
all the representatives of both parties agree and the decision is contained
in duly signed minutes. The Project Group shall, however, not be authorized
to make decisions that will affect Contract Price(s) or the Contractual
Date of Delivery or otherwise decisions resulting in modifications of the
Contract. In the event that any of the representatives deem a question to
fall outside the authority or competence of the Project Group the question
shall be referred for resolution to the Engineering Vice Presidents or
their equivalents of each party.
A detailed description of the Project Organisation, including names of the
persons participating and their experiences in the field is set out in
Annex 27.
7.2 Progress Report
--------------------
The Contractor shall every week submit to The Purchaser a Progress Report
in three copies up until System Acceptance is achieved. The Progress Report
shall contain, as a minimum, a report of all activities related to the
Contract that have taken place since the last report, as well as
information regarding future activities and the progress of the
Contractor's Scope of Supply. After System Acceptance progress reports
shall be issued at a frequency mutually agreed.
The Progress Report shall furthermore contain a complete review of the
status of accomplishments, developments and implementation of the
Contractor's Scope of Supply obligations against the Time Schedule.
7.3. Time Schedule
------------------
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As an integral part of this Contract is attached as Annex 18 a Time
Schedule indicating crucial milestone dates. The Contractor and The
Purchaser undertake to fulfil their undertakings under this Contract in
accordance with the Time Schedule. Time is of the essence of this Contract.
7.4 Delays
-----------
Without prejudice to the provisions of Clause 17, each party to this
Contract shall promptly notify the other party in writing where the
notifying party has a reasonable belief that circumstances exist or are
likely to occur that would be reasonably expected to prevent the Contractor
(or any of its subcontractors or suppliers) or The Purchaser (or any of its
assignees) from fulfilling its obligations under this Contract according to
the Time Schedule.
In a case where any party, at any time, reasonably believes that any other
party is unable to fulfil its obligations on the respective date set out in
the Time Schedule, the parties shall meet to determine what action is
required. Any notification and/or action that might be determined as a
consequence hereof shall be without prejudice to any right or remedy the
parties may have under this Contract.
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Clause 8 - Inspection
---------------------
8.1 General
------------
At such times and in such manner as The Purchaser shall deem appropriate
for the purpose of inspecting or testing the contractual work in
progress and activities under this Contract, including the
Contractor's own tests and results thereof, representatives of The
Purchaser shall be given notices of the testing and shall have access
to the Contractor's and its subcontractor's works as well as other
places where activities under this Contract are in preparation or
progress. The Purchaser shall have full access to and on request be
provided with all test records relating to the Contractor's Scope of
Supply. Any inspection or test carried out by The Purchaser or its
representatives shall not unduly delay the Contractor.
The Purchaser shall at all reasonable times have access to the Contractor's
Scope of Supply, and the Contractor shall provide appropriate
facilities for such access and for the purpose of inspection and
testing. The Purchaser shall also have full access to all relevant
plants, offices and Contractor's Scope of Supply sites of the
Contractor and any of its Subcontractors to enable The Purchaser to
inspect the Contractor's Scope of Supply and monitor progress.
The Contractor shall permit The Purchaser or its designated representatives
to carry out the following inspection activities at any time: (i) to
audit the Contractor's quality assurance system and its application to
the Contractor's Scope of Supply including, without limitation, to the
manufacture, development, and/or provision of raw materials and
components; and (ii) to inspect all parts of the Contractor's Scope of
Supply to the extent reasonably practicable to ensure that their
quality meets the requirements of the Contract.
The factory inspection or audit of parts of the System in accordance with
this Clause shall not in any way prejudice any right or remedy which
The Purchaser may have against the Contractor, or relieve the
Contractor of any of its liabilities, and in particular it is without
prejudice to the Contractor's obligations relating to the performance
of the System under Clause 4.
Any approval given by or on behalf of The Purchaser in respect of any
aspect of the Contractor's Scope of Supply carried out or proposed by
the Contractor, or in respect of any part of the System, shall not
relieve the Contractor of any obligations under the Contract.
The Purchaser or its representatives may request that the Contractor
performs such reasonable tests and repeated tests (in addition to and
apart from such tests as are referred to in Clause 9) as The Purchaser
(or its representatives) will consider necessary to be assured that
the result of the activities will comply with the requirements of this
Contract. The Contractor shall, without extra costs to The Purchaser,
provide with all labour, facilities, test equipment and other things
and services necessary for this purpose.
In the event that Software or Equipment is in the course of the inspection
found to be defective or otherwise not in conformity with the
Specifications, the Contractor shall within shortest possible time
take all necessary action to repair all faults, defects or non-
conformance.
8.2 Subcontractors
-------------------
The Contractor shall ensure that the provisions of this Clause 8 also apply
to all subcontracts or orders made or placed by the Contractor with any one
of its subcontractors and that the provisions of this Clause 8 are held
good by the said subcontractors.
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Clause 9 Acceptance Procedure and Actual Date of Delivery
---------------------------------------------------------
9.1 General
------------
The Acceptance Procedure falls into the following main events:
- Quality assurance
- Visual Inspection
- System test (known as Site Acceptance)
- Acceptance test (known as System Acceptance)
- TEC tests
Except to the extent otherwise specifically provided in this Contract the
Contractor shall be responsible for the performance of the quality
surveillance, inspections, tests (including repeated tests, if any)
which are required for the completion of Contractor's Scope of Supply
and for the demonstration of its compliance with the Specifications
and other requirements set out in this Contract. For the purpose of
achieving this object the Contractor shall except to the extent
otherwise specifically provided in this Contract be obliged at its
own expense
(i) to carry out the said surveillance and perform and supervise the
tests;
(ii) provide with or place at The Purchaser's disposal, as the case may
be, all equipment, tools, programs (software), labour, supplies, and
services required for the performance of the said surveillance and
tests; and
(iii) to issue reports, keep and provide records, and issue certificates as
to the results of the surveillance and tests. The said surveillance and all the
tests shall be performed at the Contractor's risk.
CONTRACT
between
SUNTEL PRIVATE LTD
and
AIRSPAN COMMUNICATIONS LTD
for
Purchase Order No
LP/0442/99
April 26, 1999
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This Contract is entered into between:
Suntel (Private) Ltd. ("The Purchaser")
of the one part
and
Airspan Communications Ltd ("Contractor")
of the other part.
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Contract
--------
Table Of Contents
-----------------
<TABLE>
<CAPTION>
Introduction
<S> <C>
Clause 1 Definitions
Clause 2 Contractor's Scope of Supply
Clause 3 Contractor's Subcontractors
3.1 General
3.2 Technical information
Clause 4 Specifications
4.1 General
4.2 Technical Specification
4.3 System Description
4.4 Design, construction and manufacture
4.5 Information from The Purchaser
Clause 5 The Purchaser's Share of Responsibilities
Clause 6 Changes
6.1 General
6.2 Changes demanded by The Purchaser
6.3 Changes proposed by the Contractor
6.8 Contractor's obligation to propose changes
6.9 The Purchaser's approval of changes
6.10 Supplementary agreement
6.11 Variations in prices
6.11.1 Increase or decrease in prices
6.11.2 Reimbursements to The Purchaser for increased costs
Clause 7 Project Group, Progress Report, Time Schedule and Delays
7.1 Project group
7.2 Progress report
7.3 Time schedule
7.4 Delays
Clause 8 Inspection
8.1 General
8.2 No prejudice
</TABLE>
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<TABLE>
<S> <C>
8.3 Subcontractors
Clause 9 Acceptance Procedure and Actual Date of Delivery
9.1 General
9.2 Quality assurance
9.3 System test (or Site Acceptance Test)
9.4 Acceptance test (or System Acceptance Test)
9.5 Actual Date of Delivery
Clause 10 Warranties and Certain Consequences in the Event of Breaches of
Warranties
10.1 Warranty period
10.2 Corrective Measures Activity
10.3 Warranty of Corrective Measures
10.4 Notification of defects
10.7 Warranty regarding replaced or corrected parts
10.8 Warranty of Reliability and Maintainability
10.9 Warranty of Documentation
10.9.1 Sufficient and adequate for Operation and Maintenance
10.9.2 Additional Documentation
10.10 Spares Warranty
10.11 Warranty of right to use and reproduce etc.
10.12 Repairs Warranty
10.13 Warranty for production
10.15 Title and intellectual property rights
10.16 Exceptions from warranties
10.17 Records of events
Clause 11 Delivery
11.1 Equipment and Software
11.1.1 Contractual Date of Delivery
11.1.2 Passing of Title
11.1.3 Software license
11.4 Installation
11.5 Training
11.4 Documentation
11.5 Spare parts
11.6 Test Instruments
11.7 Marking
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<TABLE>
<S> <C>
11.8 Packing
11.9 Order Procedure
Clause 12 Liquidated Damages in the Event of Delays in Delivery
12.1 General
12.2 WLL System, training, documentation, spare parts and test
instruments
12.3 Delays caused by The Purchaser or Force Majeure Events
Clause 13 Prices
Clause 14 Payments
14.1 General
14.2.2 Equipment and Software
14.4.3 Invoicing
14.4.4 Interest
Clause 15 Liability for Accidents, Damage and Loss
15.1 Liability before passing of risk
15.2 Other indemnification
15.3 Gross misconduct
15.4 Limitation of The Purchaser's liability
15.5 Obligations to limit damages and loss
Clause 16 Patents and Other. Intellectual and Industrial Property Rights
Clause 17 Force Majeure
Clause 18 Optional Orders
18.4 WLL System
18.5 Terms and conditions
18.6 Exercise of option
Clause 19 Network and Maintenance
Clause 20 Non Waiver
Clause 21 Language
Clause 22 The Purchaser's Approval
Clause 23 Compliance with the Law
Clause 24 Assignment
Clause 25 Termination
Clause 26 Cancellation
26.1 General
26.2 Cancellation due to Contractor
26.3 Cancellation with reference to Force Majeure
</TABLE>
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26.4 Consequences of cancellation according to 26.2
26.5 Consequences of cancellation according to 26.3
26.6 Ownership to Equipment etc.
26.7 Survival of Clauses
Clause 27 Entire Agreement Modifications of the Contract
Clause 28 Order of Priority
Clause 29 Applicable Law
Clause 30 Confidentiality
Clause 31 Disputes
Clause 32 Notices
Clause 33 Support Bond
Clause 34 Contract Period
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List of Annexes to the Contract Document
----------------------------------------
Annex 1 Technical Specifications
Annex 2 Compliance List to the Technical Specifications
Annex 3 System Description
Annex 4 Price Summary
Annex 5 Price Lists
Annex 6 Discount Table
Annex 7 Equipment and Software
Annex 8 Optional Equipment and Software
Annex 9 Turn-key services
Annex 10 Training
Annex 11 Documentation
Annex 12 Spare Parts
Annex 13 Test Equipment
Annex 14 Logistics
Annex 15 Quality
Annex 16 System Requirements
Annex 17 Acceptance Procedure
Annex 18 Time Schedule
Annex 19 Share of Responsibilities
Annex 20 Subcontractors and Local Support
Annex 21 Network Operations and Maintenance
Annex 22 Vendor Financing
Annex 23 Insurance
Annex 24 Availability
Annex 25 Definition of Service Effecting Errors
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Annex 26 Software License
Annex 27 Project Organisation
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Clause 1- Definitions
---------------------
For the purpose of this Contract the following words and abbreviations shall
have the meaning herein assigned to them unless the subject matter or context
would obviously require otherwise:
"Actual Date of Delivery" with respect to the WLL System shall mean the date
defined in Clause 9.5. And applies to the first phase of the project as defined
in Annex 18.
"Delivery" shall be delivery of equipment that is not part of the phase 1.
"The Purchaser's Share of Responsibility" shall mean all buildings, facilities
and equipment as well as all labour and services to be or caused to be provided
by The Purchaser under this Contract as further set out in Clause 5.
"Contract" shall mean this Contract between the Purchaser and the Contractor,
including all Annexes as amended from time to time and incorporated herein and
all documents to which reference may properly be made in order to ascertain the
right and obligations of the parties.
"Contract Price" shall mean that the sum so named in the Contract together with
any additions thereto or deductions therefrom as are agreed in writing under the
Contract.
"Contractor's Scope of Supply" shall mean all Equipment, Software,
Documentation, Installation, spare parts, test instruments, services and other
activities to be supplied by the Contractor.
"Contractual Date of Delivery" with respect to the WLL System shall mean the
date defined in Clause 11.1.1.
"Day" shall mean calendar day.
"CIP" as defined in INCOTERMS 1990.
"Documentation" shall mean all necessary written and drawn information about the
WLL System for operation, maintenance and training.
"Equipment" shall mean the hardware including standard software (except
documentation other than documentation included in Software) collectively
(including spare parts) that is to be supplied by the Contractor under this
Contract.
"WLL System" shall mean all Equipment and Software to be supplied by the
Contractor meeting all the requirements of this Contract including the details
set out in Annexes 7-13 and 21, when properly installed, interfaced and used in
conjunction with the Contractor's Scope of Supply obligations defined in the
Technical Specification.
"Installation" shall mean assembling and testing.
"Latest Version" shall mean the last maintained release of software issued to
The Purchaser and in use on the System.
"Licence" shall mean the Licence grated to The Purchaser by Supplier.
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"Month" shall mean calendar month.
"Object Code" shall mean Software either written directly or translated from
Source Code, which when presented on a suitable medium may be directly executed
by and through computer hardware and/or firmware and which code may be stored on
any storage medium whatsoever.
"Premises" shall mean the place or places other than the Contractor's premises
to which the Equipment and Software are to be delivered or where Contractor's
Scope of Supply obligations are to be carried out.
"Software" shall mean all operating systems, application, programs, compilers,
utilities, service software and other programs and associated documentation
provided by the Contractor for inclusion in the WLL System.
"Software Release" shall mean revisions to Software containing new features or
enhancements.
"Source Code" shall mean Software in assembly language or any higher-level
language and all available appropriate documentation.
"Specifications" shall have the meaning set out in Clause 4.1 and shall include
Technical Specifications.
"System" shall be as described in Annex 3.
"Technical Specifications" shall have the meaning as set out in Subclause 4.1.
"Tender" means the tender published by Suntel.
"Time Schedule" shall have the meaning appearing in Subclause 7.3.
"Week" shall mean calendar week.
"Limited commercial traffic" is defined as commercial service provided with
subscriber terminals used and provided for site and system acceptance (which are
supplied in the first phase of this contract).
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Clause 2 - Contractor's Scope of Supply
---------------------------------------
The Contractor undertakes to supply and shall deliver to The Purchaser in
accordance with the terms and conditions of this Contract the WLL System, all of
which shall meet the requirements set out in this Contract.
In the performance of its undertakings under this Contract the Contractor shall
provide (if purchased) the Purchaser with a WLL System consisting of
- Equipment and Software set out in Annex 7
- Optional Equipment and Software set out in Annex 8
- Turn-Key Services set out in Annex 9
- Training set out in Annex 10
- Documentation set out in Annex 11
- Spare parts set out in Annex 12
- Test Equipment set out in Annex 13
- Network operations and maintenance set out in Annex 21
all on the terms and conditions set out in this Contract.
The Contractor shall consequently, with regard to the Contractor's Scope of
Supply and services unless otherwise specifically stated in this Contract, bear
the responsibility for providing:
all design, engineering, labour, materials, equipment, software, services, tools
and instruments, Documentation, information, manufacture, assembling, technical
marking, packing, transportation, action, unloading, Installation,
commissioning, inspection, testing, delivery, training and maintenance support
with respect to the WLL System
and undertakes - without extra costs to The Purchaser - to provide hardware,
software, documentation, services or other activities which are necessary to
fulfil the Contractor's obligations as set forth in this Contract.
Concerning design responsibility the Contractor shall be solely responsible for
the design and adequacy of the System and shall not claim any additional payment
nor be relieved from any obligation imposed on it by this Contract on grounds of
misunderstanding or insufficient information received from and/or supplied by
The Purchaser and/or its representatives on any matter whatsoever related to
this Contract.
The Contractor's responsibility for the design of the System shall not in any
way be diminished nor shall its design approach be restricted or limited by The
Purchaser's acceptance of the Contractor's guidance or recommendations as to
engineering standards
and design specifications or by The Purchaser's suggestions or recommendations
on any aspect of the said design.
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The System shall be commercially functional and fully available for at least
99.50 % of the time, 24 hours a day, throughout the full calendar year. The
definition and calculation for availability is given Annex 24 Availability.
Failure to meet the above parameters will be deemed as breach of performance and
shall be referred to the project group, which shall determine the impact of
extent of any penalty, according to the terms and conditions within the
contract.
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Clause 3 - Contractor's Subcontractors
--------------------------------------
3.1 General
------------
Subject to any expressed provision to the contrary contained in this
Contract, The Purchaser hereby agrees that the Contractor in the
performance of this Contract may enter into subcontract and purchase
arrangements with subcontractors with respect to the services, work at site
units of the Equipment and Software, therein referred to, provided that any
subcontracting by Contractor is subject to the prior written consent of The
Purchaser on a case by case basis. This consent of The Purchaser shall in
no way affect the Contractor or relieve the Contractor from its
responsibilities or obligations under this Contract nor create any
contractual or employer - employee relationship between The Purchaser and
any subcontractor or supplier of the Contractor.
The Contractor may substitute individual subcontractors, provided that the
Equipment offered by another subcontractor can be integrated in the WLL
System and in particular that it and its spare parts are pin-to-pin
compatible with the substituted ones, while maintaining the full
responsibility of the Contractor for all requirements and guarantees
specified.
Contractor's subcontractors, their names, addresses and equipment or
services to be supplied, are set out in Annex 20.
3.2 Technical information
--------------------------
The Contractor shall without charge furnish The Purchaser with such
technical information as The Purchaser may from time to time require - in
order to be able to make reliable evaluations and to operate, maintain,
repair and replace - with respect to any materials and components that the
Contractor will purchase from other sources as well as materials and
components that the above subcontractors and suppliers will employ in the
performance of the Contract, provided that the said information is or can
reasonably be made available to the Contractor.
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Clause 4 - Specifications
-------------------------
4.1 General
------------
In satisfying its obligations under this Contract the Contractor shall
incorporate into the Contractor's Scope of Supply the standards and
specifications defined in Subclauses 4.2 - 4.3 (inclusive), all of
which will hereinafter collectively be referred to as the
"Specifications". The said term shall also include any subsequent
amendment or addition to the said standards or specifications.
4.2 Technical Specification
----------------------------
The Contractor's Scope of Supply shall in all respects satisfy those
technical and performance specifications that are set out in Annex 1,
and 2 hereto.
4.3 System Description
-----------------------
The Contractor's Scope of Supply shall in all respects satisfy those
descriptions that are set out in Annex 3 hereto.
4.4 Design, Construction and Manufacture
-----------------------------------------
The WLL System shall
(i) be designed, constructed, manufactured and assembled so as to achieve
reliability in accordance with the provisions set out in Annex 1, 2 and 3
and Annex 15 and otherwise in accordance with good engineering and
manufacturing practices, and
(ii) be such as to ensure that the WLL System will function properly, both
separately and as an integrated and reliable part of the networks to which
it is connected. The Contractor shall always take into account the
importance that The Purchaser attaches to the requirements that the WLL
System shall be easy to handle with respect to operation and maintenance.
The Contractor shall execute the Contract with the care, skill and
diligence expected from a competent contractor.
4.5 Information from The Purchaser
-----------------------------------
To the extent the Contractor has not obtained from The Purchaser all
necessary information already prior to the signing of this Contract (and
has not been provided by The Purchaser under Clause 5), the Contractor
undertakes to take all such actions as are necessary to obtain all
information regarding technical features and characteristics of as well as
other circumstances relating to the relevant networks, The Purchaser'
equipment and information regarding WLL recommendations released by ETSI
(that are defined below) to enable the Contractor to fulfil its
undertakings under this Contract and to provide The Purchaser with
Contractor's Scope of Supply fulfilling all the requirements set out in the
Specifications or otherwise in this Contract.
To the extent the Contractor so requests in writing The Purchaser shall
furnish the Contractor with such information as is referred to above that
is readily available to The Purchaser or, if the information is not so
available, advise the Contractor of such knowledge (if any) as The
Purchaser may have readily available, on how to obtain the required
information.
Relevant WLL ETSI Recommendations
---------------------------------
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ETS 301 055 - Transmission and Multiplexing (TM);
Digital Radio Relay Systems (DRRS);
Direct Sequence Code Division Multiple Access (DS-CDMA)
point-to-multipoint DRRS in frequency bands
in the band 1 GHz to 3 GHz
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Clause 5 - The Purchaser's Share of Responsibilities
----------------------------------------------------
The Purchaser's shall provide or cause to be provided the facilities, equipment,
labour and services that are set out in Annex 19.
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Clause 6 - Changes
------------------
6.1 General
------------
The parties recognise that changes to the Contractor's Scope of Supply or
otherwise of this Contract may be necessary or desired after the date of
signing of the Contract. The following provisions shall apply to The
Purchaser and the Contractor's rights and obligations with respect to such
changes. To be deemed to be a change under this Clause 6, the change shall
have been demanded by The Purchaser or proposed by the Contractor, as the
case may be.
Any new or changed Software and Equipment shall be considered as an
integrated part of the WLL System and shall fall under the conditions
of this Contract.
6.2 Changes Demanded by The Purchaser
--------------------------------------
The Purchaser shall have the right at any time to request reasonable
changes in the Specifications and other changes in the Contractor's Scope
of Supply. The Contractor agrees to effect all such reasonable changes as
The Purchaser may request, subject to changing price as provided in Clause
6.7.1 and reasonable other conditions.
6.3 Changes Proposed by the Contractor
---------------------------------------
The Contractor shall inform The Purchaser about any possible change,
possible improvement or development regarding the WLL System and
related technology that comes to the Contractor's knowledge during the
validity of this Contract and that is not already known to The
Purchaser.
The Contractor may propose such changes of the Contractor's Scope of Supply
as the Contractor deems appropriate.
6.4 The Contractor's Obligation to Propose Changes
---------------------------------------------------
The Contractor shall be obliged to propose such changes to the Contractor's
Scope of Supply as are necessary or advisable in order to
(i) achieve technical improvements of the WLL System, or otherwise
implement technical or economical improvements or new technology or
experiences;
(ii) obtain consents necessary from authorities Sri Lanka or
(iii) otherwise minimise the cost of day-to-day operation and maintenance
of the WLL System.
6.5 The Purchaser's Approval of Changes
----------------------------------------
The Contractor may not, without the prior written consent of The Purchaser,
make any change to any part of the Contractor's Scope of Supply, - even if
after such change Contractor's Scope of Supply still complies with the
Specifications.
6.6 Supplementary Agreement
----------------------------
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For each change, whether proposed by the Contractor or The Purchaser, the
Contractor shall provide The Purchaser with a written offer. Such
offer shall set forth in detail the change of the Contractor's Scope
of Supply and shall contain information on possible changes of
- Equipment
- Software
- Documentation
- Training
- Turn-key Services
- Spare parts
- Test Equipment
- Prices
- Contractual Date of Delivery
- Other Dates according to Time Schedule
Warranties
and on other changes of The Purchaser's Scope of Supply resulting from the
change in question as well as on any other terms and conditions that
according to the Contractor shall govern the change. The information
on prices shall be split on the various items that The Purchaser
reasonably requires and be accompanied by all necessary drawings and
specifications including a description of the consequences for the WLL
System, the environments, the reliability, the maintainability, the
training of The Purchaser's staff, the Contractor's Scope of Supply
and The Purchaser's Share of Responsibility etc. sufficiently detailed
so as to permit The Purchaser to judge on the reasonableness of the
prices and other terms and conditions.
If the change has been proposed by The Purchaser the offer shall be
submitted by the Contractor as soon as practicable, however, in no
case later than thirty (30) days after receipt of The Purchaser's
proposal. The Contractor shall be bound by any offer referred to
herein for such a period of time as is required to enable The
Purchaser to evaluate and make decision on the basis of the offer.
Any change according to Subclauses 6.2, 6.3 and 6.6 above has to be agreed
by The Purchaser in' the form of a written numbered change order or
supplementary order ("Supplementary Agreement"). The Contractor shall
not commence any work relating to such a change until The Purchaser
has authorised the same and all the related terms and conditions.
However, if The Purchaser so requests in writing, the Contractor shall
be obliged to commence and carry out minor or urgent changes,
notwithstanding that all of the terms and conditions have not at that
time been agreed to by The Purchaser.
6.7 Variations in Prices
-------------------------
6.7.1 Increase or decrease in Prices
-------------------------------------
In the event that a change referred to in Clause 6 would result in
(iii) a material increase of the Contractor's costs for the Contractor's
performance under this Contract or
(iv) a material decrease of the Contractor's costs for the Contractor's
performance under this Contract
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then the parties shall mutually in writing agree upon, in good faith,
such price increase or decrease as the case may be.
In the ascertainment and determination of such an increase or decrease,
rates and prices specified in this Contract shall as far as possible
serve as a guide. Where this is not possible, the increase or decrease
shall be an amount that is reasonable in view of all the circumstances.
6.7.2 Reimbursements to The Purchaser for increased costs
-----------------------------------------------------------
6.7.2.1 It is expressly agreed that The Purchaser shall in no event
bear any increase of Contract Prices resulting from changes
required in order to make the WLL System meet the requirements
set out in this Contract.
6.7.2.2 Any costs or expenses incurred by The Purchaser due to such a
change shall be reimbursed by the Contractor on demand and may
be set off by The Purchaser against any payment The Purchaser
shall make to the Contractor under this Contract.
6.7.2.3 In the event that any change would require a change of The
Purchaser's Share of Responsibility or of any other equipment
belonging to The Purchaser, and the Contractor has failed to
inform The Purchaser of this fact prior to the conclusion of
the Supplementary Agreement referred to in Subclause 6.6 above,
the Contractor shall reimburse The Purchaser for all such
increase of costs that The Purchaser will incur due to such a
change and the provisions of set-off in Subclause 6.7.2.2 above
shall apply.
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Clause 7 - Project Group, Progress Report, Time Schedule and Delays
-------------------------------------------------------------------
7.1 Project Group
------------------
For the supervision of the parties' performance under this Contract, the
Contractor and The Purchaser shall on The Purchaser's request form a joint
project group consisting of representatives from each party ("Project
Group") which shall decide when and where to meet. Each party shall bear
all costs for its own representatives. Minutes of meetings shall be kept
and signed by one representative of each party authorized to this effect.
When considered necessary representatives of subcontractors and experts of
the parties shall attend the meetings. It is incumbent upon the Contractor
to see to it that representatives of the Contractor's subcontractors will
attend, if so required. The costs for such experts shall be borne by the
party in question. The costs for representatives of the subcontractors of a
party shall be borne by the party in question or subcontractor, as they may
have agreed separately.
At the meetings the Project Group shall discuss the progress of the
Contractor's Scope of Supply and The Purchaser's Share of Responsibility
and review the operation and maintenance facilities of the WLL System.
The Project Group shall supervise the test procedures for Acceptance Tests
set out in Annex 17.
The Project Group is authorized to make decisions within the technical
scope of the Contract. A technical change or correction which entails
increased costs or extension of the delivery time shall promptly, but
latest at the next meeting be notified in writing by the Contractor. If
such notice is not made, the Contractor has no right to demand compensation
for such increased costs or to demand acceptance by The Purchaser of
prolongation of the delivery time.
A decision binding on the parties shall be deemed to have been made only if
all the representatives of both parties agree and the decision is contained
in duly signed minutes. The Project Group shall, however, not be authorized
to make decisions that will affect Contract Price(s) or the Contractual
Date of Delivery or otherwise decisions resulting in modifications of the
Contract. In the event that any of the representatives deem a question to
fall outside the authority or competence of the Project Group the question
shall be referred for resolution to the Engineering Vice Presidents or
their equivalents of each party.
A detailed description of the Project Organisation, including names of the
persons participating and their experiences in the field is set out in
Annex 27.
7.2 Progress Report
--------------------
The Contractor shall every week submit to The Purchaser a Progress Report
in three copies up until System Acceptance is achieved. The Progress Report
shall contain, as a minimum, a report of all activities related to the
Contract that have taken place since the last report, as well as
information regarding future activities and the progress of the
Contractor's Scope of Supply. After System Acceptance progress reports
shall be issued at a frequency mutually agreed.
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The Progress Report shall furthermore contain a complete review of the
status of accomplishments, developments and implementation of the
Contractor's Scope of Supply obligations against the Time Schedule.
7.3. Time Schedule
------------------
As an integral part of this Contract is attached as Annex 18 a Time
Schedule indicating crucial milestone dates. The Contractor and The
Purchaser undertake to fulfil their undertakings under this Contract in
accordance with the Time Schedule. Time is of the essence of this Contract.
7.4 Delays
-----------
Without prejudice to the provisions of Clause 17, each party to this
Contract shall promptly notify the other party in writing where the
notifying party has a reasonable belief that circumstances exist or are
likely to occur that would be reasonably expected to prevent the Contractor
(or any of its subcontractors or suppliers) or The Purchaser (or any of its
assignees) from fulfilling its obligations under this Contract according to
the Time Schedule.
In a case where any party, at any time, reasonably believes that any other
party is unable to fulfil its obligations on the respective date set out in
the Time Schedule, the parties shall meet to determine what action is
required. Any notification and/or action that might be determined as a
consequence hereof shall be without prejudice to any right or remedy the
parties may have under this Contract.
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Clause 8 - Inspection
---------------------
8.1 General
------------
At such times and in such manner as The Purchaser shall deem appropriate
for the purpose of inspecting or testing the contractual work in
progress and activities under this Contract, including the
Contractor's own tests and results thereof, representatives of The
Purchaser shall be given notices of the testing and shall have access
to the Contractor's and its subcontractor's works as well as other
places where activities under this Contract are in preparation or
progress. The Purchaser shall have full access to and on request be
provided with all test records relating to the Contractor's Scope of
Supply. Any inspection or test carried out by The Purchaser or its
representatives shall not unduly delay the Contractor.
The Purchaser shall at all reasonable times have access to the
Contractor's Scope of Supply, and the Contractor shall provide
appropriate facilities for such access and for the purpose of
inspection and testing. The Purchaser shall also have full access to
all relevant plants, offices and Contractor's Scope of Supply sites of
the Contractor and any of its Subcontractors to enable The Purchaser
to inspect the Contractor's Scope of Supply and monitor progress.
The Contractor shall permit The Purchaser or its designated representatives
to carry out the following inspection activities at any time: (i) to
audit the Contractor's quality assurance system and its application to
the Contractor's Scope of Supply including, without limitation, to the
manufacture, development, and/or provision of raw materials and
components; and (ii) to inspect all parts of the Contractor's Scope of
Supply to the extent reasonably practicable to ensure that their
quality meets the requirements of the Contract.
The factory inspection or audit of parts of the System in accordance with
this Clause shall not in any way prejudice any right or remedy which
The Purchaser may have against the Contractor, or relieve the
Contractor of any of its liabilities, and in particular it is without
prejudice to the Contractor's obligations relating to the performance
of the System under Clause 4.
Any approval given by or on behalf of The Purchaser in respect of any
aspect of the Contractor's Scope of Supply carried out or proposed by
the Contractor, or in respect of any part of the System, shall not
relieve the Contractor of any obligations under the Contract.
The Purchaser or its representatives may request that the Contractor
performs such reasonable tests and repeated tests (in addition to and
apart from such tests as are referred to in Clause 9) as The Purchaser
(or its representatives) will consider necessary to be assured that
the result of the activities will comply with the requirements of this
Contract. The Contractor shall, without extra costs to The Purchaser,
provide with all labour, facilities, test equipment and other things
and services necessary for this purpose.
In the event that Software or Equipment is in the course of the inspection
found to be defective or otherwise not in conformity with the
Specifications, the Contractor shall within shortest possible time
take all necessary action to repair all faults, defects or non-
conformance.
8.2 Subcontractors
-------------------
The Contractor shall ensure that the provisions of this Clause 8 also apply
to all subcontracts or orders made or placed by the Contractor with any one
of its
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subcontractors and that the provisions of this Clause 8 are held good by
the said subcontractors.
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Clause 9 Acceptance Procedure and Actual Date of Delivery
----------------------------------------------------------
9.1 General
------------
The Acceptance Procedure falls into the following main events:
- Quality assurance
- Visual Inspection
- System test (known as Site Acceptance)
- Acceptance test (known as System Acceptance)
- TEC tests
Except to the extent otherwise specifically provided in this Contract the
Contractor shall be responsible for the performance of the quality
surveillance, inspections, tests (including repeated tests, if any)
which are required for the completion of Contractor's Scope of
Supply and for the demonstration of its compliance with the
Specifications and other requirements set out in this Contract. For
the purpose of achieving this object the Contractor shall except to
the extent otherwise specifically provided in this Contract be
obliged at its own expense
(i) to carry out the said surveillance and perform and supervise the
tests;
(ii) provide with or place at The Purchaser's disposal, as the case may
be, all equipment, tools, programs (software), labour, supplies, and
services required for the performance of the said surveillance and
tests; and
(iii) to issue reports, keep and provide records, and issue certificates
as to the results of the surveillance and tests. The said
surveillance and all the tests shall be performed at the
Contractor's risk.
All reasonable direct costs to which The Purchaser may be put by any repetition
of an inspection or a test shall be reimbursed by the Contractor on demand and
may be deducted by The Purchaser from any moneys to be paid by The Purchaser
under this Contract.
9.2 Quality Assurance
----------------------
The Contractor shall be responsible for carrying out a continuous quality
surveillance in accordance with the quality assurance procedure laid down
in Annex 15 in order to ensure that the Equipment and the Software in all
--
respects will meet all the requirements set out in this Contract.
9.3 System Test (or Site Acceptance Test)
------------------------------------------
The Contractor shall be responsible for carrying out a System test for each
site. Representatives of The Purchaser shall be present. The object of the
System test is to establish that each part of the WLL System will fulfil
all the functional and technical requirements set out in this Contract.
As soon as possible after completion of the System test, the Contractor
shall furnish to The Purchaser a report regarding the test. To the extent
an unsuccessful test so requires, the Contractor shall cure the discovered
deviation from the requirements and provide for repeated test.
Prior to the start of any System Acceptance Test the Contractor shall have
proved that the System tests have been successful and have cured to the
satisfaction of The Purchaser the deviation from the requirements or any
other defect or deficiency that
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has been observed in the course of the System test. If the Purchaser agrees
a System Acceptance Test can take place without all System Tests being
complete.
To the extent an unsuccessful test so requires, the Contractor shall cure
the discovered deviation from the requirements and provide for a repeated
test.
At the time when the Contractor has successfully completed a Systems Test
(Site Acceptance Test), the Purchaser shall accept the title and risk for
that part of the network that has been successfully tested. Alternatively,
provision of revenue producing traffic for more than one month will
constitute completion of System Test for a specific site.
9.4 Acceptance Test
--------------------
When,
(i) the tests and inspections referred to above in this Clause 9 have
demonstrated that all Equipment and Software delivered by the
Contractor complies with all relevant requirements, standards and
Specifications;
(ii) such Equipment and Software as shall be installed by Contractor has
been installed on Premises ready for operation;
(iii) relevant training referred to in Clause 11 has been performed;
(iv) relevant documentation has been delivered in accordance with Clause
11,
and
(v) relevant Test Equipment have been delivered in accordance with
Clause 11, then The Purchaser shall perform an acceptance test
("System Acceptance Test"). The purpose of this Acceptance Test is
to establish whether the Equipment and the Software complies with
all the relevant requirements and Specifications when operated and
otherwise handled by The Purchaser personnel duly trained by the
Contractor utilising the Documentation supplied by the Contractor.
The detailed test procedure and criteria of a successful Acceptance
Test shall be agreed upon in accordance with Clause 7.1.
9.5 Actual Date of Delivery
----------------------------
The Acceptance Test shall be deemed to have been successfully performed
when it has been demonstrated that all relevant requirements of this
Contract are met or when the Purchaser has carried commercial traffic for a
period of more than 90 days.
The Actual date of Delivery is when all defects, deficiencies, or
deviations from the requirements discovered in connection with the
Acceptance test, or prior thereto, have been cured to the satisfaction of
The Purchaser, and a successful Acceptance Test has shown that Contractor's
Scope of Supply with respect to WLL System meets all the requirements of
this Contract.
It is recognised by the parties that even after the Acceptance Test, some
minor defects and deficiencies that are non-essential for the proper
operation or
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maintenance of the WLL System might exist. The parties shall by agreement
enter these defects or deficiencies into a list of defects which shall also
include a time schedule for the taking by Contractor of the necessary
corrective measures. The stipulations of this Contract as regards warranty
obligations contained in Clause 10 below shall apply to Contractor's duty
to take such corrective measures.
If the Purchaser fails to make any or all sites available for Installation
of the equipment one hundred and twenty days (120) after the contract
signature, the Purchaser shall by default accept the equipment, for that
part of the network that cannot be installed, and make all relevant
payments applicable to Site and System Acceptance. At this time, title and
risk for the equipment that cannot be installed shall pass from the
Contractor to the Purchaser.
If the System Acceptance Test (required before Actual Date of Delivery can
be achieved) is delayed because of the Purchaser's failure to make sites
"ready for installation", the System Acceptance Test shall be conducted
only on those sites that have passed Site Acceptance.
The Time Schedule and Milestones for the implementation and preparation of
the Sites by the Purchaser shall be defined in Annex 18.
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Clause 10 Warranties and Certain Consequences in the Event of
---------------------------------------------------------------
Breaches of Warranties
----------------------
10.1 Warranty Period
----------------------
The Contractor warrants that the WLL System installed and ready for
operation and Spare Parts delivered to The Purchaser, at all times during
a warranty period of eighteen (18) months from the Actual Date of
Delivery of the WLL System will conform to all the requirements set out
in the Specifications. Subject to the provisions of Subclause 10.2 and
10.3 any lack of conformity that is in existence, or will occur, or will
appear prior to or during the warranty period, and any other defect,
deficiency, or malfunction that is due to construction, manufacture,
workmanship, materials, programming, transportation or installation which
appear prior to the expiration of the warranty period shall be considered
such a defect will be covered by Contractors warranty obligations. Design
faults shall be warranted for twenty-four (24) months from the Actual
Date of Delivery.
10.2 Corrective Measures Activity
-----------------------------------
In case of breach of warranty obligations defined in Subclause 10.1 above
the Contractor shall at its own risk and expense cure the defect by
repair, replacement, modification, adjustment, delivery and installation
of additional Equipment or Software, or performance of additional work or
implement any other adequate corrective measures (all such measures
collectively referred to as "Corrective Measures").
10.3 Warranty of Corrective Measures
--------------------------------------
The Contractor shall be obliged to take the necessary Corrective Measures
and other actions referred to in this Clause 10 within the shortest
practicable time, however not later than at such a final date for the
Corrective Measures specified by The Purchaser taking into account the
breach to be cured, the work to be done and The Purchaser operational and
maintenance requirements. The Contractor shall at the request of The
Purchaser render such assistance, advice or instruction that in the
Contractor's reasonable opinion would be sufficient to remedy the defect.
If the Contractor or The Purchaser would deem it necessary to arrange
that the Corrective Measures are taken by the Contractor's personnel, the
Contractor shall make such personnel available as fast as possible but no
longer than forty eight (48) hours from the moment when The Purchaser has
dispatched a request.
If the Corrective Measures will be in the form of replacement and The
Purchaser does not have the relevant spare part available the Contractor
shall make the spare part available as soon as the circumstances permit,
but in no case later than forty eight (48) hours from the moment when The
Purchaser has dispatched a request for such a spare part.
Major Service effecting errors shall be corrected within 5 working days
from the moment The Purchaser has dispatched a request for correcting
such an error and the Contractor has acknowledge this request.
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Minor Service effecting errors and Non Service effecting errors shall be
corrected within eight (8) weeks from the moment The Purchaser has
dispatched a request for correcting such an error and the Contractor has
acknowledge this request.
Major, Minor and Non Service Effecting errors are defined in Annex 25.
If the Contractor in spite of proper notification should not be able to
carry out his duties within the agreed period of time, The Purchaser
shall have the right to correct the defects) or have it (them) corrected
by others.
If spare parts purchased by The Purchaser have been used for replacement
of defective parts or any interim repair of the defective parts has been
made, the Contractor shall at his own expense repair the replaced part or
make the final repair thereof, as the case may be, or deliver spare parts
in replacement. The Purchaser shall bear the risk and costs of transport
to the Premises of Contractor and the Contractor shall bear the risk and
costs of the return transport for such defective parts as well as of
repaired parts and parts supplied in replacement.
10.4 Notification of Defects
------------------------------
The Purchaser shall notify the Contractor of a defect not later than
thirty (30) days from The Purchaser's discovery thereof. Notice of
defects and requests for Corrective Measures shall, at the discretion of
The Purchaser, be made by fax, letter or hand delivery.
The Purchaser shall also be entitled for the purpose hereof to avail
itself of any guarantee or other security provided by the Contractor in
accordance with this Contract.
10.7 Warranty Regarding Replaced or Corrected Parts
-----------------------------------------------------
In the event that any part of the WLL System has been corrected,
repaired, replaced, modified or adjusted pursuant to a warranty
obligation, a fresh warranty period of the same duration as set forth in
Subclause 10.1 shall apply to such a part or if replaced to the new part.
This fresh period shall start to run as from the date when The Purchaser
confirms that the repair, replacement, modification or adjustment has
been successfully completed.
10.8 Warranty of Reliability and Maintainability
--------------------------------------------------
Without prejudice to the provision of Subclause 10.1 above Contractor
warrants that the reliability and maintainability of the WLL System will
comply with the provisions set out in the Specifications, so that the
respective values which can be derived from the parameters contained in
Annex 15 will be obtained during the warranty period of eighteen (18)
months. The compliance with the parameters shall be demonstrated with the
methods set out in Annex 15.
In the event the WLL System does not fulfil the reliability and
maintainability specified in the Specifications the Contractor shall be
obliged to take such Corrective Measures at its own risk and expense as
are necessary to have the WLL System to fulfil the Specifications with
regard to the aforesaid parameters.
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10.9 Warranty of Documentation
--------------------------------
10.9.1 Sufficient and Adequate for Operation and Maintenance
--------------------------------------------------------------
The Contractor warrants for the technical life time of the WLL
System that the information contained in the Documentation, will
be continuously updated, will be provided in a timely manner and
will be sufficient and adequate for the proper operation and
maintenance of the WLL System.
To any damage or defect caused or revealed by lack of documents
stated in Subclause 10.9.1 the provisions of Subclause 10.2
shall apply, notwithstanding whether the damage or defect
existed or appeared prior to the expiration of the respective
warranty period set out in Subclause 10.1.
10.9.2 Additional Documentation
---------------------------------
The Purchaser may wish to develop certain additional
documentation with respect to the functioning of the WLL System.
The Contractor shall be obliged to check the accuracy and
completeness of such documentation and within a reasonable
period of time from The Purchaser's request to such effect
submit in writing to The Purchaser its approval or disapproval
of the said documents. In the event of disapproval Contractor
shall specify in what respect the documentation is incorrect or
incomplete and what measures should be taken to make the
documentation correct and complete. Any compensation for
Contractor's work referred to in this Subclause 10.9.2 shall for
each case be agreed upon between the parties.
10.10 Spares Warranty
----------------------
The Contractor warrants that it is able to supply The Purchaser with
spares, or equivalent replacement parts, or substitute parts with an
equal or greater level of functionality that maintains backwards
compatibility for repair and maintenance of Equipment delivered for a
period up to ten (10) years from Actual Date of Delivery. Such parts
shall be provided at reasonable prices and delivery times.
If the Contractor after the above mentioned period intends to stop the
manufacturing of a type of spares or equivalent replacement parts, the
Contractor shall inform The Purchaser about his intention at least twelve
(12) months in advance.
10.11 Warranty of Right to Use and Reproduce Etc.
-------------------------------------------------
The Contractor warrants that The Purchaser shall have the right to use
all and any Software as well as of all and any Documentation (and parts
thereof) that the Contractor has supplied without thereby infringing any
right of the Contractor, its subcontractors or employees, or a third
party, or being obliged to pay any compensation to the Contractor, its
subcontractors or employees, or to any third party. The Purchaser's right
to reproduce, change or modify software and documents is limited to the
rights defined in the software license that is granted by the Contractor
for use by The Purchaser in the WLL System delivered by the Contractor to
The Purchaser. This is defined in Annex 26.
10.12 Repairs Warranty
-----------------------
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The Contractor warrants that it, during a period of at least up to ten
(10) years from Actual Date of Delivery or from the date of
discontinuation of commercial availability of the related equipment,
whichever comes the latest, is capable of and will, at The Purchaser's
request, repair defective material in Equipment delivered under this
Contract.
Contractor warrants that if The Purchaser so wishes it shall enter into
Annual Operations and Maintenance Contract with The Purchaser in forms
set out in Annex 21 and be bound to all conditions there is in the
License included without limitation to conditions as to price and for as
long as The Purchaser requires for a period of up to ten years.
10.13 Warranty for Production of Equipment and Software
--------------------------------------------------------
The Contractor warrants to ensure the supply to The Purchaser of
Equipment and Software in every respect for upgrading, extensions, and
maintenance of the WLL System at least for a period up to ten (10) years
after the Actual Date of Delivery., at prices and within reasonable
delivery times and on other reasonable conditions. In the event that the
Contractor intends to cease to supply Equipment and Software for the WLL
System, the Contractor shall inform The Purchaser thereof at least twelve
(12) months in advance. The Contractor shall at the request of The
Purchaser -without charge supply all drawings and other technical
information and documents that will be required or of assistance in the
provision, operation and maintenance of the WLL System. Equipment and
Software purchased pursuant to this Subclause 10.13 shall be subject to
the same warranties as set out in this Clause 10.
10.15 Title and Intellectual Property Rights
---------------------------------------------
The Contractor warrants that Contractor will deliver to The Purchaser
good title to all of the items falling within Contractor's Scope of
Supply and each such item shall be free of any claim, encumbrance or lien
whatsoever.
For the technical life time of the WLL System the Contractor warrants in
accordance with Clause 16 and furthermore that it shall not be necessary
for The Purchaser to obtain any license or any similar grant under a
patent or any other industrial or intellectual property right for the WLL
System either from the Contractor or any other person in order to be able
to interface the WLL System, with equipment of design, construction or
makes other than the Contractor's or its subcontractors'.
In the event of breach of this warranty the provisions of Clause 16 shall
apply.
10.16 Exceptions from Warranties
---------------------------------
The Contractor will have no liability or responsibility arising out of
(i) deviations from the requirements of this Contract that are caused
by such damage to or loss of the WLL System as is accidental and
occurs after the time when the risk of loss and damage has passed
to The Purchaser;
(ii) deviations from requirements of this Contract that are caused by
The Purchaser or any other person for which the Contractor is not
responsible, or any changes, repairs or replacements made by The
Purchaser or said other
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person, provided that The Purchaser or such other person has acted
contrary to instructions contained in manuals or other
documentation provided by the Contractor under this Contract;
(iii) breaches of warranties of which The Purchaser has not notified the
Contractor during the respective warranty period, or before thirty
(30) days have elapsed after-the expiry of the said period
provided, however, that this exemption from liability and
responsibility shall not apply if the Contractor, or any of its
representatives, nevertheless knew of the breach;
(iv) deviations from the requirements of this Contract that are caused
by non-fulfilment of The Purchaser's undertakings of The
Purchaser's Share of Responsibility
Notwithstanding the foregoing of this Subclause 10.16 the Contractor
shall be obliged to cure at the expense of The Purchaser also deviations
from the requirements for which the Contractor has no liability or
responsibility, if The Purchaser so requests.
10.17 Records of Events
------------------------
The Purchaser will during the warranty period in Subclause 10.1 keep
records of events that might be of importance for determining the type of
defect, the time of its occurrence, the notification and curing thereof
etc. These records shall prevail unless proved to be inaccurate in any
specific respect. The Purchaser shall keep the records available to the
Contractor on request.
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Clause 11 - Delivery
--------------------
11.1 Equipment and Software
-----------------------------
11.1.1 Contractual Date of Delivery
-----------------------------------
The WLL System shall have been delivered and successfully tested
according to Subclauses 9.4 on the date set out in the Time
Schedule (Annex 18). The said date is in this Contract referred to
as the Contractual Date of Delivery.
The schedule and quantities of material shown in Annex 18 is an
estimate and is not a binding commitment by The Purchaser. The
Purchaser considers this list to be the Tender's minimum delivery
obligation.
11.1.2 Passing of Title
-----------------------
The title to as well as the risk of damage to and loss of the WLL
System, for that part of the system in question, shall pass to The
Purchaser on completion of a successful Site Acceptance test.
The Purchaser shall be responsible for the operation and
maintenance of the WLL System from the date of Site Acceptance.
This shall not limit or compromise any claim which The Purchaser
may have against the Contractor under any warranty or other
provision of the Contract. Prior to the Site Acceptance, The
Purchaser's responsibility for the operation of the WLL System
shall be confined to such responsibility as follows from The
Purchaser's performance of the tests referred to in Clause 9.
11.1.3 Software
---------------
11.1.3.1
The Purchaser is granted a non-exclusive perpetual restricted royalty-
free license to use the Software, but only in conjunction with The
Purchaser's use and maintenance of WLL System in accordance with this
Contract, and not otherwise.
Use of this Software shall not include the right to copy, reproduce
and modify the software.
The Purchaser agrees that the Software provided to it by the
Contractor under this Contract or any renewals, extensions, or
expansions thereof, or in implementation of any of the foregoing,
shall, as between the parties hereto, be treated as the exclusive
property of the Contractor and as proprietary and a trade secret of
Contractor. The Purchaser shall:
(a) not provide or make the Software or any portions or aspects
thereof available to any person except to its employees or agents
on a "need to know" basis;
(b) not modify the Software without the prior written consent of
Contractor.
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If Contractor modifies or changes the Software to permit
additional features or services, such Software will at The
Purchaser request be made available to The Purchaser on prices
based on a predetermined methodology. In any case the Contractor
shall provide all such features and services free of charge
within the first twelve 12 months from the date of signing the
Contract.
Nothing in this Clause shall limit Contractor's warranties in
Clause 10.
The Purchaser and any successor to The Purchaser's title to the
WLL System shall have the right without further consent of
Contractor to assign this license to any other party which
acquires the WLL System, provided any such other party (either
assignee or sublicensee) agrees in writing to abide by the terms
and conditions of this license.
Notwithstanding anything in this Contract to the contrary, it is
understood that The Purchaser is receiving no title or ownership
rights to such Software, which rights shall remain with
Contractor.
11.1.3.2 As applicable and generally available to Contractor's customers,
Contractor shall license to The Purchaser a copy of any diagnostic
software utilized by Contractor with respect to the installation and
maintenance services of the Software and System.
11.1.3.3 The Contractor shall offer and The Purchaser at its discretion may
accept a new Software Release containing new facilities on a regular
basis (at least once per year) for a period of ten (10) years after
Actual Delivery Date of the Contractor's Scope of Supply. The new
release shall indicate what modifications are required on
implementation to the Software and hardware used by The Purchaser. In
the event that The Purchaser chooses not to accept the installation
of new Software Releases, the Contractor shall continue to support
the Latest Version of Software including the correction of any faults
or bugs.
11.1.3.4 During a period of five (5) years after acceptance of a version of
Software, the Contractor shall provide without charge at The
Purchaser's request, maintenance releases correcting software faults
identified in the Latest Version by The Purchaser, or by the
Contractor or by its other customers.
11.1.3.5 New releases and maintenance releases shall be subject to acceptance
tests to be agreed upon by the parties.
11.1.3.6 Unless the parties have agreed otherwise in writing, new releases and
maintenance releases shall not alter the applications or the uses to
which the System or parts of the System can be put, whether or not in
conjunction with existing files, and shall in all respects be
compatible with the Latest Version of the Software. Software updates
shall be backward compatible to existing hardware, features, and
functionalities, unless mutually agreed otherwise.
11.1.3.7 The Contractor shall fully disclose and supply and keep supplied in
confidence to The Purchaser the Latest Version of all Documentation
and the Software, with relevant information about their release
status.
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11.1.3.8 The Contractor shall ensure that the Documentation supplied to The
Purchaser fully describes the Software accepted and licensed for the
System under Clause 11.1.3.1 of this Contract. Documentation will
fully describe new features, functionalities, errors corrected and
new errors detected.
11.1.3.9 At the request of The Purchaser, the Contractor shall provide all
necessary interfaces, interface specifications and standard protocols
for systems or products provided by The Purchaser or other parties,
including the physical components of such interfaces, and the proper
functioning of these interfaces, and all relevant documentation.
11.1.3.10 If the System delivered by the Contractor fails to function properly
in conjunction with a third party product in use by The Purchaser,
the Contractor shall, at the request of The Purchaser consult with
the relevant contractors and cooperate closely with them in tracing
and repairing the cause of the malfunction.
11.1.3.11 In the event that third party Software supplied by the Contractor
under this Contract becomes unavailable or essential modifications
cannot be carried out for any reason whatsoever, the Contractor shall
at no charge to The Purchaser, procure and supply to The Purchaser
suitable alternative third party Software to enable the continued
operation and Contractor's Scope of Supply ability of the System.
11.1.3.12 In the situations referred to in Sub-clause 11.1.3.11 The Purchaser
shall have an unlimited license to use the Software and shall have
the right to make modifications to the Software (or have them made)
only for use with the System.
The obligations of The Purchaser under this Clause shall survive the
termination of this Contract for any reason.
11.2 Turn-key Services
------------------------
The turn-key services of the WLL System shall be done to the satisfaction
of The Purchaser.
No service or work by the Contractor may, without The Purchaser's written
approval thereof, commence earlier than on the date of start of service
set out in the Time Schedule. The scope of work regarding Turn-key
services is set out in Annex 9.
11.3 Training
---------------
The Contractor shall provide The Purchaser's personnel with the training
required for the proper operation and maintenance of the WLL System. The
scope of Contractor's undertaking in this respect, as well as the terms
and other conditions applicable thereto are set out in Annex 10.
11.4 Documentation
--------------------
The Contractor shall have provided The Purchaser with the Documentation
set out in Annex 11 on or before the dates set out in the Time Schedule.
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11.5 Spare Parts
------------------
The Contractor shall have provided The Purchaser with the spare parts set
out in Annex 12 on the dates set out in the Time Schedule.
11.6 Test Equipment
---------------------
The Test Equipment set out in Annex 13 shall have been delivered at
Premises on or before the dates set forth in the Time Schedule.
11.7 Marking
--------------
All Equipment, parts thereof, and spare parts shall be clearly and
durably marked with the Contractor's code number and - if any - status
revision which shall make it possible to identify all Equipment, parts
thereof and spare parts for the purpose of warranty. The Contractor shall
well in advance before dispatch of the Equipment or spare parts furnish
The Purchaser with a packing list indicating the Contractor's code
numbers applicable to the respective parts.
11.8 Packing
--------------
All Equipment and Spare parts shall be packed in a manner that is
suitable for the transportation and for the storing in The Purchaser's
premises.
11.9 Order Procedure
----------------------
The deliveries shall be executed in accordance with the provisions stated
in Annex 14. In order to state the extent of each delivery a suborder
specification shall be sent to the Contractor as a firm order. The
suborder specifications shall contain information regarding quantities of
Equipment and Spare Parts to be delivered, delivery dates, delivery
address and invoice address.
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Clause 12 - Liquidated Damages in the Event of Delays in Delivery
-----------------------------------------------------------------
12.1 General
----------------
The parties acknowledge that the Contractor's fulfillment of its undertakings
set out in the Time Schedule (Annex 18) is of utmost importance to The
Purchaser. The parties also acknowledge that delays will cause severe damage to
The Purchaser and that such damage may, from a practical point of view, be
difficult to quantify. In the event of delay, the parties agree that The
Purchaser shall receive liquidated damages in accordance with the following
provisions without The Purchaser being obligated to prove that it has suffered
damage or to prove the amount of damage. The Purchaser's right to receive
liquidated damages shall be without prejudice to any other right that it may
have under this Contract or otherwise.
Any liquidated damages to which The Purchaser is entitled shall be paid by the
Contractor upon demand and The Purchaser shall be entitled to wholly or partly
set off liquidated damages against any amount that The Purchaser shall pay to
the Contractor under this Contract.
12.1.1 Liquidated Damages for Delay
-------------------------------------
Should the service start date of the System, or any material portion of
the System be delayed for any reason except for events excepted under
this Contract, where the delay is fully or substantially attributable
to the fault of default of the Contractor (including its sub-
contractors), Contractor shall pay liquidated damages equal to one
percent (1%) of the value of that part of the network that The
Purchaser is unable to use for each week or fraction of a week of delay
beyond Actual Date of Delivery as specified in Annex 18. A grace period
of two weeks shall be given before the first week of delay is counted.
Upon the lapse of the second week of delay, however, the full delay
shall be counted in computing the liquidated damages.
12.2 WLL System, Training, Documentation, Spare Parts and Test Instruments
------------------------------------------------------------------------------
In the event that Contractor does not fulfil any of its undertakings
with respect to WLL System, training, Documentation, spare parts or
test instruments on the respective dates set out in the Time Schedule,
the Contractor shall pay liquidated damages to The Purchaser for each
whole day of delay amounting to (0.1%) of the respective Contract
Price.
Maximum liquidated damages according to these Clauses 12.1.1 and 12.2
shall in no case exceed ten per cent (10 %) of the Total Contract
Price.
12.3 Delays Caused by The Purchaser or Force Majeure Events
---------------------------------------------------------------
The Purchaser shall not be entitled to liquidated damages according to
the above provisions of this Clause 12 to the extent the delay in
question is caused by failure solely on part of The Purchaser to fulfil
any part of its Share of Responsibility or by a Force Majeure Event
defined in Clause 17.
In the event that The Purchaser delays in carrying out any of its
undertakings under this Contract the Contractor shall nevertheless be
obliged to fulfil its obligations within the time agreed on, to the
extent that the fulfilment of The Purchaser's obligations is not
necessary to enable the Contractor or its subcontractors and suppliers
to fulfil their obligations. In the event that it can reasonably be
assumed
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that the Contractor will be delayed with respect to any of its
undertakings under this Contract, The Purchaser shall have the right to
postpone the performance of any of its undertakings to the extent such
performance is not necessary to enable the Contractor to fulfil its
obligations.
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Clause 13 - Prices
------------------
13.1 The Contract Prices given shall be fixed until 18th August 2002 and shall
include obligations of Contractor hereunder. The Contract Prices for the
WLL System and work and services to be provided by the Contractor under
this Contract shall be the prices set out in Annex 5. The prices
-------
represent the Contract Prices for the respective items and the sum of all
the Contract Prices constitutes the total price of the Contractor's Scope
of Supply. This total price is called the Total Contract Price.
--------------------
13.2 The prices shall be CIP Colombo.
13.3 Change of any law relating to the Contract items, except those affecting
the customs duties, import taxes, VAT, shall not affect the price of
these items.
13.5 All sums of money stated or referred to in this Contract are exclusive of
VAT. The Purchaser shall only pay VAT, if applicable in Sri Lanka.
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Clause 14 - Payments
--------------------
14.1 General
--------------
The Purchaser shall pay to the Contractor the Contract Prices referred
to in Clause 13 above in accordance with the following provisions. The
terms of payments are as follows:
Phase One - Infrastructure, Network Management, Subscriber Terminals
required for Acceptance Testing, and Services
. 20% on signing of the contract
. 5% on Site Acceptance for the completion of each site (9 Sites)
. 30% on Actual date of Delivery (System Acceptance)
. 5% 6 months after the Actual date of Delivery
Phase Two - Subscriber Terminals for Commercial Service
. 20% on signing of the contract
. 40% on delivery of equipment
. 40% 90 days after delivery of equipment
Phase Three - Subscriber Terminals for Commercial Service
. 20% on signing of the contract
. 40% on delivery of equipment
. 40% 90 days after delivery of equipment
Phase Four - Subscriber Terminals for Commercial Service
. 20% on signing of the contract
. 40% on delivery of equipment
. 40% 90 days after delivery of equipment
A bridge finance option will be provided to Suntel for all payments beyond the
Contract signature payment (20%) for 1999. This option will allow Suntel to
remit only the interest due (as defined in Clause 14.5) on the first day of the
month following the date of payment due for all outstanding payments. The
payment of the principle will be due on January 5th, 2000 for all payments
covered through bridge financing.
14.2 Terms and Conditions
---------------------------
Orders shall be placed through a single "purchase order" issued by buyer.
14.3 Bank Guarantee
---------------------
The Contractor is required to put up a Bank Guarantee equal in Value to all
payments made before Systems Acceptance
14.4 Invoicing
----------------
Payment shall be effected by The Purchaser's receipt of the Contractor's
invoice in triplicate for the amount in question that The Purchaser will
approve of, provided, however, that The Purchaser shall not be obliged to
make any payment earlier than
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the date following from sub-clause 14.1 above. Any value added tax, or
other taxes to which Contractor is subject to within Sri Lanka and which
shall be paid by The Purchaser under this Contract shall be invoiced as a
separate item.
Invoice address:
Attn: Accounts Payable
Airspan Communications Limited
Oxford Road, Uxbridge
Middlesex
United Kingdom
14.5 Interest
--------------
The rate per annum of the interest referred to in Subclause 26.4 shall be
defined during negotiations.
14.6 Keeping Records
---------------------
14.6.1 For all items specified. in this Contract, the Contractor
shall keep and maintain such books, records, vouchers and
accounts with respect to its billing of chase items to The
Purchaser for ten (10) years tram the date of Final
Acceptance.
14.6.2 For any item quoted can a cost incurred basis, the
Contractor shall keep and maintain such books, records.
vouchers and accounts of all costs with respect to the
engineering provision and installation of facilities of the
System for ten (10) years from the date of fulfillment of
a11 Contractor's Scope of Supply obligations.
14.6.3 The Contractor shall obtain from his Subcontractors such
supporting rewords for other than the cost of feed cost
items, subject to the conditions of Sub-Clause 14.6.2, as
flay be reasonably required, and shall maintain such records
for a period of ten (10) years from the date of fulfillment
of all costs required to be kept, maintained and obtained
pursuant to this Clause.
14.6.4 The Contractor shall afford the Purchaser the right to
review the said books, records, vouchers and accounts of all
costs required to be kept, maintained and obtained pursuant
to this Clause.
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Clause 15 - Liability for Accidents, Damage and Loss
----------------------------------------------------
15.1 Liability Regarding Before Passing of Risk
-------------------------------------------------
Without prejudice to provision of Clause 5 any damage to the WLL
System or Documentation supplied or to be supplied by the Contractor
occurring before the relevant time according to Clause 11 when the
risk of damage to or loss of the WLL System and Documentation passes
to The Purchaser shall be remedied by the Contractor at its own
expense, provided that the damage or loss has not been caused by
negligent act or omission by The Purchaser or anybody employed by The
Purchaser (other than the Contractor or its Subcontractors). If the
damage or loss has been so caused by The Purchaser the Contractor
shall nevertheless, if The Purchaser so request, remedy the damage and
loss, at the expense of The Purchaser at a reasonable price to be
agreed between the Contractor and The Purchaser.
15.2 Other Indemnification
----------------------------
The Contractor shall indemnify and hold The Purchaser and its
officers, servants and employees harmless from any loss, damage,
liability or expense on account of damage to property and injury,
including death, to all persons, including but not limited to
employees of the Contractor, arising out of or resulting from any act
or omission of the Contractor, its Subcontractors, or anybody employed
by the Contractor or its Subcontractors, or anybody else for which the
Contractor or its Subcontractors is responsible. With respect to the
Contractor's Scope of Supply this Subclause 15.2 shall apply only
after the risk of damage or loss has passed to The Purchaser; until
that time Subclause 15.1 shall prevail.
15.3 Fraud or Gross Misconduct
--------------------------------
Without prejudice to any further responsibilities or liabilities of
the Contractor under law, if the Contractor, or any of its
Subcontractors, or anybody employed by the Contractor or its
Subcontractors, or anybody else for which the Contractor or its
Subcontractors is responsible, has been guilty of fraud, actions
against good faith, or "Gross Misconduct" the Contractor shall -
notwithstanding any provision of this Contract to the contrary - be
liable for any loss or damage (whether direct, indirect, incidental or
consequential) suffered by as a result thereof, whether it be defects
(as defined in Clause 10) in, damage to, or loss of the Contractor's
Scope of Supply, or injuries to persons, or any other breach of this
Contract.
Contractor's liability for the said defects shall extend also to
defects which have not appeared prior to the expiration of the
warranty period in question and to defects which have not for any
other reason been notified by The Purchaser in accordance with the
provisions of Clause 10. "Gross Misconduct" means any act or omission
implying neglect to take into consideration such serious effects as a
careful Contractor normally would have been able to foresee, or a
deliberate disregard of the consequences of such an act or omission.
15.4 Limitation of The Purchaser's Liability
----------------------------------------------
The Purchaser shall not be liable for any damage to or loss of the WLL
System and documentation, save as to the extent provided for in
Subclause 15.1.
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The Purchaser shall not be liable for any direct, indirect, incidental
or consequential damage or loss, including loss of income or loss of
profit, suffered by the Contractor or its subcontractors as a result
of such a damage, loss or breach or as a result of any breach by The
Purchaser of this Contract, unless expressly otherwise provided for in
this Contract.
15.5 Obligations to Limit Damages and Loss
-----------------------------------------------
The party suffering loss or damage shall always be obliged to take all
reasonable measures to mitigate the damage or loss occurred.
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Clause 16 - Patents and Other Intellectual
and Industrial Property Rights
------------------------------
The Contractor undertakes to fully indemnify and hold The Purchaser, its
officers, employees, representatives and customers harmless from and fully
indemnify them for any and all cost expenses, damages and liabilities therefore
against any claim for an infringement or alleged infringement of any
intellectual property right relating to use of the Equipment and Software
delivered under this Contract.
In particular the Contractor undertakes to defend at its own expense any claim,
suit or proceeding based upon any claim that the Contractor's Scope of Supply,
or the use or maintenance thereof infringes any licence or any right of a third
person to patent, copyright, design or any intellectual or industrial property
rights or application therefore, as well as to hold The Purchaser, its officers,
employees, and representatives harmless from and fully indemnify them for any
and all costs, expenses, damages and liabilities therefor. In the event that the
WLL System or the use of the WLL System or documentation would be held in a suit
to constitute infringement and its further use would be enjoined, the Contractor
will promptly at its own expense either
(i) procure for The Purchaser the right to continue the use, or
(ii) replace or modify the WLL System, or Documentation, so that it becomes non-
infringing while staying fully compliant with the Specifications. Any such
replacement or modification shall, however, be approved of by The Purchaser
in advance, which approval shall not be unreasonably withheld. The
Purchaser shall without delay inform the Contractor of any claim that has
come to the notice of The Purchaser and shall proceed in dealing with such
claims in agreement with the Contractor.
The Purchaser shall be at all times kept informed by Contractor of the
institution or assertion of any IPR claims or proceedings and shall without
prejudice to its rights be entitled but not obligated to participate in such
claims, suits or proceedings.
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Clause 17 - Force Majeure
-------------------------
Should Force Majeure Event occur after the signing of this Contract which
prevents the performance of any obligation of either party on the date or dates
provided for in this Contract, the performance of the obligation may be
postponed for such time, on a day by day basis, as the performance necessarily
has had to be delayed on account thereof, it being understood that such
postponement shall not be deemed a change of the Time Schedule or of any day
defined by reference to the Time Schedule.
The term of Force Majeure Event shall mean events such as war or warlike
hostilities, mobilisation or general military call-up, acts of Government
including refusal issue of required export licenses (but shall exclude failure
to obtain security clearance for own employees), civil war, revolution,
rebellion, insurrection or riots, sabotage and any strike or labour action and
other circumstances of a similar exceptional character and farreaching
influence, provided that any such event is beyond the control of the party, its
subcontractors and suppliers. It is expressly understood that no circumstance
shall be considered Force Majeure Event which the party or the subcontractor or
the supplier invoking the event of Force Majeure reasonably ought to have taken
into account at the date of signing of this Contract.
Immediately upon becoming aware of the commencement of any Force Majeure Event
causing a delay, and immediately upon becoming aware of the termination of such
an event of Force Majeure, the party desiring to invoke it as cause for
postponement shall advise the other party of the said event, failing which its
right to demand an extension of the time of performance shall be definitely
barred. To avail itself of the right to invoke any Force Majeure Event as a
cause for postponement the party shall also as soon as practicable after the
termination of the event submit to the other party reasonable proof of the
nature of such Force Majeure Event and its effect upon the performance
timetable. Each parties shall make all reasonable efforts to reduce to a minimum
and mitigate the effect of any delay occasioned by a Force Majeure Event. The
obligation of Contractor in this respect shall particularly include the
repairing or causing the repair of such damage as may have been done to its or
its subcontractor's manufacturing facilities or to Contractor's Scope of Supply.
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Clause 18 - Optional Orders
---------------------------
18.1 WLL System
---------------
The Purchaser shall during a period of time commencing on the date of signing of
this Contract by both parties up to 3 years or the end of year 2002 (whichever
the latest) have the right (but not the obligation) to order on fair and
reasonable terms from the Contractor Equipment, Software, Spare Parts,
Documentation and Services set out in Annexes 7, 8, 9, 10, 11, 12 and 13.
18.2 Other Terms and Conditions
-------------------------------
In addition to the terms and conditions referred to in Subclauses 18.1 - 18.3
(inclusive) the provisions contained in this Contract including the Annexes
thereto (as amended by the parties subsequent to the conclusion of this
Contract) shall apply between the parties.
18.3 Exercise of Option
-----------------------
The options referred to in this Clause 18 shall be exercised by a written
numbered order to the Contractor signed by one or more authorised officers or
representatives of The Purchaser. Such order shall be lodged with the Contractor
not later than on the date referred in Subclause 18.1 and shall be accompanied
by a proposed time schedule.
It is incumbent upon Contractor to acknowledge receipt of the order not later
than thirty (30) days thereafter.
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Clause 19 - Network and Maintenance
-----------------------------------
The Contractor undertakes to supply to The Purchaser, Network and Maintenance of
the WLL System in accordance with the prices and conditions set out in Annex 21
during a period of five (5) years from expiry of the warranty period.
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CLAUSE 20 - Non Waiver
----------------------
The failure of either party to insist upon strict adherence to any term or
condition of this Contract on any occasion shall not be considered a waiver of
any right thereafter to insist upon strict adherence to that term or condition
or any other term or condition of this Contract.
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Clause 21 - Language
--------------------
All manuals, other documentation and training to be provided by Contractor under
this Contract as well as all notices and other communications between the
parties hereunder shall be in English unless the parties in any specific case
agree otherwise.
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Clause 22 - The Purchaser's Approval
------------------------------------
To the extent provided in the Contract, the Specifications, design,
calculations, construction, materials and technical arrangements used in the WLL
System may be subject to The Purchaser's approval. No such approval shall affect
the Contractor's obligations hereunder or at any time limit The Purchaser's
right to demand that the Contractor's Scope of Supply in all respects shall
satisfy the Specifications and other requirements of the Contract.
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Clause 23 - Compliance with the Law
-----------------------------------
The Contractor and its subcontractors shall abide by all applicable laws,
regulations and ordinances of the Country of Sweden and shall obtain from
competent authorities all necessary permits, licenses, and authorisations
required to complete the Contractor's Scope of Supply. The Contractor and its
Subcontractors shall establish such standards and procedures on the Premises as
are necessary to comply with regulations governing employment with special
reference to safety regulations issued from time to time by any competent
authority in Sri Lanka or by The Purchaser. If it comes to the knowledge of The
Purchaser that any such regulations are not being observed, it shall immediately
inform the Contractor and, in such event, The Purchaser shall be entitled to
refuse admission to the Premises of any person who is responsible for such
contravention. Before commencing installation, the Contractor shall give The
Purchaser a full description of those risks or dangerous procedures which may
be, respectively, encountered or utilised in the course of installation.
If and to the extent requested to do so, The Purchaser will assist the
Contractor in obtaining the required information of any such laws, regulations
and ordinances, including safety regulations, as are referred to in this Clause
23. It is recognised by the parties that the presence on the Premises of any of
the Contractor's or its subcontractor's personnel might require the approval of
The Purchaser or any other authority and that such personnel might also be
required to undertake an obligation to observe secrecy with respect to
information received or obtained when present on the Premises and to sign
documents to such an effect. The Purchaser shall not be responsible for any
acts, default or unsatisfactory performance, neglect or omissions of the
Contractor that violate the laws, statutes, orders, rules, decrees, or
regulations of any jurisdiction in which the Contractor's Scope of Supply
obligations are carried out.
In any event, if any third party should nevertheless make a direct claim against
The Purchaser because of such act, default, unsatisfactory performance or
omission of Contractor, The Purchaser shall notify the Contractor as soon as
possible, and the Contractor shall be entitled to undertake and manage any legal
proceedings involving the Contractor. The Contractor shall upon the request of
The Purchaser assist The Purchaser in defending themselves against such claim
and indemnify and hold The Purchaser harmless against any and all costs,
charges, expenses, compensations and other payments made by The Purchaser in
respect of such third party claim.
The Contractor shall be deemed to have satisfied itself that it has obtained all
necessary information with respect to the Contractor's Scope of Supply and the
Contract including but not limited to the matters such as: (i) fees, pilotage
and any dues payable to port authorities, (ii) conditions affecting labour
including Contractor's Scope of Supply permits, and (iii) rules and regulations
of governments and/or port authorities.
The Contractor shall be deemed to have fully examined and independently verified
all documents and drawings, specifications, schedules, terms and conditions of
the Order, regulations and other information in relation to the Contract and to
have fully understood and satisfied himself as to all information which is
relevant as to the risks whether political or otherwise, contingencies, costs,
and other circumstances which could affect the Contract. The Purchaser, its
servants, and agents shall have no liability in law or equity or in Contract or
in tort or pertinent to any other cause of action with respect to any such
information, risks, contingencies or other circumstances.
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Clause 24 - Assignment and Sub-contracted Contractor's Scope of Supply
----------------------------------------------------------------------
The Purchaser may assign this Contract or any of its rights or obligations
hereunder to any corporation being the successor of The Purchaser.
24.1 The Contractor may also, without prior written consent of The Purchaser,
assign a contract, sub-contract, or any significant part of the
Contractor's Scope of Supply/. In any event, the Contractor shall not be
relieved from responsibility under this Contract for such parts of the
Contractor's Scope of Supply that are sub-contracted, and the Contractor
shall be responsible and liable for the acts, defaults or unsatisfactory
performance of any Subcontractor or its employees, servants and agents, as
fully as if they were the acts or defaults of the Contractor or of the
Contractor's employees, servants and agents.
24.2 The Contractor shall ensure that any sub-contracts entered into by the
Contractor shall contain such provisions of this Contract as should be made
applicable to such sub-contracts.
24.3 Any assignment, mortgage, charge, encumbrance or sub-contract in
contravention of this Clause shall, as against The Purchaser, be void and
of no effect.
24.4 The Contractor shall protect, defend, indemnify and keep indemnified The
Purchaser against all claims, demands, actions, suits, proceedings, writs,
judgements, orders, decrees, damages, losses and expenses suffered or
incurred by The Purchaser arising out of or related to any assignment,
mortgage, charge, encumbrance or sub-contract, whether permitted or not.
24.5 The assignment of any part of the Contractor's Scope of Supply to any
Subcontractors will be performed according to the Contract and will not
affect the Contractor's Scope of Supply.
24.6 The Parties agree that no contractual relationship is created between The
Purchaser and any of the Contractors Subcontractors, suppliers or agents.
The Contractor shall indemnify The Purchaser for any expenses or damages
caused to The Purchaser as a result of any claim or demand against The
Purchaser by any Subcontractor, supplier or agent.
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CLAUSE 25 - Termination
-----------------------
This Contract, or any individual order under this Contract, may be terminated at
any time by written notice from The Purchaser. Such notice shall specify the
effective date of termination and the actions to be taken by the Contractor in
connection with the termination. If such termination is not due to the
Contractor's failure to fulfil his obligations, which would entitle The
Purchaser to cancel the Contract, or any part of it, The Purchaser shall pay a
proportional price for all work in progress, equipment on order for the
Purchaser, equipment that has been manufactured for the Purchaser and resides in
finished goods, work performed, for material, administration, and profit on the
amount of work performed under the Contract, and refund any other direct cost
incurred due the termination, deducting amounts previously paid. The title to
the work performed under this Contract prior to the termination shall vest in
The Purchaser upon payment of the proportional price.
The compensation to be paid to the Contractor under this Clause shall be tried
to be determined by negotiations, however, the amount shall under no
circumstances exceed the Contract Price.
In case of termination, the Contractor shall make every effort to reduce the
costs incurred.
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Clause 26 Cancellation
----------------------
26.1 General
------------
Without prejudice to any other rights or remedies The Purchaser may have,
The Purchaser may cancel this Contract according to the following
provisions. The Purchaser may also cancel an order under this Contract,
without thereby cancelling any part of this Contract, according to the same
provisions.
26.2 Cancellation Due to the Contractor
---------------------------------------
The Purchaser may cancel this Contract, in its entirety or with respect to any
portion thereof or an order under the Contract, with immediate effect by written
notice to that effect:
(i) Insolvency etc.
--------------
if Contractor has become voluntarily or involuntarily declared
bankrupt or otherwise is insolvent or has entered into liquidation or
has enter into composition proceedings with its creditors or if the
Contractor has taken any action in furtherance of any such
proceedings or has disposed or contemplates to dispose of all or the
major part of its assets;
(ii) Material breach of Contract
---------------------------
if the Contractor commits a material breach of any of its obligations
under this Contract other than delay in the performance of its
undertaking referred to in (iii) below and fails to cure such breach
within thirty (30) days after having received The Purchaser's notice
thereof;
(iii) Delays
------
if due to any circumstance for which the Contractor or any of its
subcontractors or suppliers are responsible the Actual Date of
Delivery is delayed for more than an aggregate period of ninety (90)
days;
(iv) Non-compliance with the requirements
------------------------------------
if the Contractor's Scope of Supply in any important respect does not
meet the requirements set out in this Contract and the Contractor has
not cured the defect within the times specified in the Contract, or,
if no specification is made, within a reasonable time, such
reasonable time not to exceed thirty (30) days and fails to cure the
defect within an additional reasonable period of time, not exceeding
sixty (60) days unless otherwise agreed by The Purchaser, from
receipt of The Purchaser's notice to that effect as has been fixed by
The Purchaser in said notice.
26.3 Cancellation With Reference to Force Majeure etc.
------------------------------------------------
The Purchaser may cancel this Contract with immediate effect by written
notice if any Force Majeure Event according to Clause 17 (whether
preventing the Contractor or The Purchaser) causes the Actual Date of
Delivery to be delayed or can reasonably be anticipated to be delayed for
more than two hundred and twenty (150) days. The Purchaser shall exercise
its right to cancel the Contract according to this Subclause 26.3 not later
than sixty (60) days after having received the Contractor's notice of the
of the Force Majeure Event in question.
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26.4 Consequences of Cancellation According to 26.2
----------------------------------------------
In the event that The Purchaser cancels the Contract according to any of
the provisions of Subclause 26.2 the Contractor shall immediately upon The
Purchaser's demand refund to The Purchaser all amounts paid by The
Purchaser under this Contract prior to the effective date of the
cancellation plus interest on the said amounts from the respective dates of
The Purchaser's payment up to the date of refundment (all dates inclusive)
at the rate set out in Subclause 14.5. The Purchaser shall make available
to the Contractor for restitution, dismantling and removal at the
Contractor's own risk and expense what the Contractor may have delivered to
The Purchaser under this Contract. This Contract shall cease to have any
force or effect except that Contractor shall hold The Purchaser harmless in
respect of all direct costs loss and damage suffered by The Purchaser on
account of such a cancellation, including without limitation The
Purchaser's total costs for completing all the Contractor's undertakings,
whether performed by The Purchaser itself or other contractors engaged by
The Purchaser for the purpose, to the extent these costs plus any
compensation to the Contractor as set forth below in this Subclause 26.4
exceed the Total Contract Price according to this Contract. The Purchaser
shall make all reasonable efforts to mitigate such loss, damage and costs.
In the event that The Purchaser decides to complete the WLL System or parts
thereof either itself or by engaging other contractors, The Purchaser shall
have the right to acquire - against compensation and on terms and
conditions with respect to warranties and other matters that are reasonable
in the circumstances - such Equipment, Software, Documentation, services
and other items within the Contractor's Scope of Supply as well as the
Contractor's rights under subcontracts and supply agreements as can be used
for the completion, operation and maintenance of the WLL System.
26.5 Consequences of Cancellation According to 26.3
----------------------------------------------
In the event that The Purchaser cancels the Contract pursuant to Subclause
26.3 the Contract shall cease to have any force or effect and the
Contractor shall immediately upon The Purchaser's demand refund to The
Purchaser all amounts paid by The Purchaser under this Contract. The
Purchaser shall make available to the Contractor for restitution,
dismantling and removal at the Contractor's own risk and expense what the
Contractor has delivered to The Purchaser under this Contract prior to the
effective date of the cancellation.
In the event that The Purchaser decides to complete the WLL System or parts
thereof either itself or by engaging other contractors, The Purchaser shall
have the right to acquire against a compensation and on terms and
conditions with respect to warranties and other matters that are reasonable
in the circumstances - such Equipment, Software, documentation, services
and other items within the Contractor's Scope of Supply as can be used for
the completion, operation and maintenance of the WLL System.
The Purchaser may require the Contractor to promptly remove at its own
expense any and all of Equipment, or parts thereof, that may have been
delivered to or installed and not acquired by The Purchaser.
26.6 Ownership to Equipment etc.
---------------------------
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The ownership to such Equipment, Software, materials, Documentation and
work within the Contractor's Scope of Supply for which the Contractor is
entitled to compensation according to Subclauses 26.4 or 26.5 shall
immediately upon the cancellation pass to or notwithstanding the
cancellation rest with The Purchaser, as the case may be. The Purchaser
shall be free to use the same without incurring any liability to the
Contractor or any third party. It is agreed that The Purchaser may exercise
its rights to cancel the Contract, or an order under the Contract
notwithstanding whether Equipment, Software, documentation and work
installed, delivered, and performed by the Contractor can be restituted in
substantially the same condition as delivered by the Contractor. In the
event of cancellation pursuant to Subclause 26.2, Equipment, Software and
Documentation of which the value has decreased due to negligence on part of
The Purchaser or anybody for which The Purchaser is responsible shall be
acquired by The Purchaser according to provisions agreed upon by the
parties.
26.7 Survival of Clauses
-------------------
The provisions of Subclause 11.1.3 and Clause 16, to the extent applicable,
and of Clause 29, 30 and 31 shall survive the cancellation or termination
of this Contract.
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Clause 27 - Entire Agreement. Modifications of the Contract
-----------------------------------------------------------
The parties state that with respect to the subject matter hereof this Contract
Document and the Annexes, thereto, which form an integral part of the Contract,
constitute the sole and exclusive understanding of the parties in respect of the
subject matter hereof and supersede all prior agreements, arrangements or
understandings relating to the subject matter, including any bid, tender,
quotation, offer or proposal, general sales conditions or terms or provisions
that the Contractor has submitted.
No change or modification of this Contract may be made except in writing and
executed by the respective duly authorised representatives of each of the
parties hereto.
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Clause 28 - Order of Priority
-----------------------------
In the event of any discrepancy between any data, stipulation or provision given
in any of the Clauses of this main Contract Document, on the one hand, and data,
stipulation or provision given in any of the Annexes, on the other hand, the
data, stipulation or provision contained in a Clause of this Contract Document
shall prevail. In the event of any discrepancy between the Technical
Specifications and the Product Description the Technical Specification shall
prevail over the Product Description, except to such an extent as the Product
Description is more advantageous to The Purchaser, in which latter case the
Product Description shall prevail.
To the extent the Technical Specifications or the Product Description contains
something that is not dealt with in any provisions of the Clauses of this
Contract Document, the Technical Specifications and the Product Description, as
the case may be, shall prevail notwithstanding the foregoing.
To the extent the Technical Specifications or the Product Description contains
anything that is not dealt with in the other of them, the one containing the
data, stipulation, provision or whatever might be concerned shall prevail over
the other.
The Purchaser shall have the right to decide what document, data, stipulation or
provision that shall prevail if such a decision is notified to the Contractor
well in advance of the commencement of the manufacturing process in question.
In the event that the Contractor and The Purchaser have different opinions as to
the interpretation of the Specifications, the opinion of The Purchaser shall
always prevail, notwithstanding the foregoing, provided that The Purchaser's
opinion is not unreasonable. The Contractor shall as soon as possible inform The
Purchaser of any inconsistency, ambiguity or incompletion found in the
Specifications.
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Clause 29 - Applicable Law
--------------------------
This Contract shall be governed by and construed in accordance with the law of
Sweden.
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Clause 30 Confidentiality
-------------------------
Each party (as "Receiving party" hereunder) shall keep in confidence, with the
same degree of care as used for its own confidential information, any
information which is disclosed to it by the other party (as "Disclosing party"
hereunder) in writing or other tangible form and clearly marked or identified in
writing as "confidential" or by similar legend, for a period of three years from
the date of first disclosure to the receiving party hereunder of such
information, except that the foregoing obligations shall not apply or cease to
apply, to any information which:
(i) is publicly known at the time of disclosure or becomes thereafter
publicly available through no fault of the receiving party;
(ii) was already known to the receiving party free from confidentiality
restrictions, prior to receiving it from the disclosing party;
(iii) is disclosed to the receiving party by any third party without
confidentiality restrictions;
(iv) is independently developed by the receiving party;
(v) is necessary to disclose to any lawful authorities for obtaining any type
approval of the hardware/software goods covered hereunder;
(vi) is inherently disclosed or is necessary to be disclosed by The Purchaser
by or for the proper installation, operation, use, maintenance and/or
repair of the goods procured hereunder or the provisions of services
thereby.
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Clause 31 - Arbitration
-----------------------
31.1 The Contractor and The Purchaser shall endeavour to settle any difference
of opinion which may arise during the execution of this Contract in an
amicable manner.
31.2 Any difference of opinion concerning any matters under this Contract shall
be referred for resolution by arbitration to an expert sitting as a single
arbitrator to be agreed upon by the parties hereunder or failing such
Contract to a single arbitrator to be named by the President of the [_],
upon the request of any party to this Contract. Arbitration proceedings
shall take place in Stockholm Upon the request of any party the arbitration
shall be in English. The arbitrator from time to time acting hereunder
shall have all the powers conferred on arbitrators by the [_] Arbitration
Law 1968 or any statutory modification thereof for the time being in force.
Judgment upon any award rendered by the arbitrator may be entered in any
court in Sweden having jurisdiction or application may be made to such
court for a judicial acceptance of the award and an order of enforcement,
as the case may be. The arbitrator shall not be bound by the rules of
evidence and procedure, but shall be bound by the substantive law of the
Sweden and shall be obliged to disclose the reason for his award.
31.3 The fact that a dispute is brought before a court or before a duly
appointed expert does not release the Contractor from its obligations to
fulfil its commitments as provided by this Contract.
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Clause 32 - Notices
-------------------
Any and all notices or information other than information or proposal of pure
technical nature shall be given by any party by prepaid mail or by fax or hand
delivery to the other party at the following address:
If to The Purchaser
Jan Campbell, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka
If to Contractor
Steve Mallinson, Cambridge House, Oxford Road, Uxbridge, UK.
Notices, information or proposals of pure a technical nature shall be forwarded
to the following address:
If to The Purchaser
Mahinda Ramasundera, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka
If to Contractor
Paul Senior, Cambridge House, Oxford Road, Uxbridge, UK.
The aforementioned addresses of either party may be changed at any time by
giving fifteen (15) days prior notice to the other party in accordance with the
foregoing. Either party may also by fifteen (15) days prior notice to the other
party give further specification as to which address notice, information or
proposals of various nature shall be forwarded.
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Clause 33 - Support Bond
------------------------
In addition to the other clauses within this Contract, The Contractor agrees to
placing of a Support Bond.
The Guarantor for this bond shall be as follows:
Lloyd Bank Plc.
Guarantees, International Services Centre
P.O. Box 63
Two Brindley Place, Birmingham
B1 2AB
United Kingdom
The following wording will be used:
The Guarantor hereby issues an irrevocable Guarantee No. ______ in the following
terms:
The Beneficiary shall the Purchaser known as Suntel Private Ltd.
The Principal shall be the Contractor, known as Airspan Communication Limited.
Failure of the Contractor's performance obligations in respect of the supply of
equipment for Telecommunications Network Infrastructure under Contract for
Purchase Order No. LP/0442/99 dated April 26, 1999 due to the end of its
activities, due to its winding up, appointment of receiver(s) or entering into a
company voluntary arrangement, or closure of the product line used within this
supply of the contract.
The Support Bond shall be posed within 1 month after The Contractor receives the
principal and interest payment from milestones through System Acceptance (Actual
Date of Delivery) and receipt by The Contractor of all and any other associated
payments for deliveries covered under the bridging phase.
The Support Bond shall have value equal to 60% of contract value in the first
year after the Actual date of Delivery (Phase 1), 50% of contract value in the
second year after the Actual date of Delivery (Phase 1), and 40% of contract
value in the third year after the Actual date of Delivery (Phase 1).
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Clause 34 - Contract Period
---------------------------
This Contract comes into force when signed by both parties and shall remain in
force as long as any of the parties has any obligation under the Contract to
fulfil.
This Contract has been made in duplicate and each of the parties has taken one
copy.
<TABLE>
-------------------------------------------------------------------------------
<S> <C>
Place: LONDON Place: COLOMBO
Date: Date:
Eric Stonestrom J. Campbell
Managing Director Managing Director
Airspan Communications Limited Suntel (Private) Ltd.
The Contractor The Purchaser
</TABLE>
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(
All reasonable direct costs to which The Purchaser may be put by any
repetition of an inspection or a test shall be reimbursed by the
Contractor on demand and may be deducted by The Purchaser from any
moneys to be paid by The Purchaser under this Contract.
9.2 Quality Assurance
-----------------------
The Contractor shall be responsible for carrying out a continuous quality
surveillance in accordance with the quality assurance procedure laid down
in Annex _15 in order to ensure that the Equipment and the Software in all
respects will meet all the requirements set out in this Contract.
9.3 System Test (or Site Acceptance Test)
-------------------------------------------
The Contractor shall be responsible for carrying out a System test for
each site. Representatives of The Purchaser shall be present. The object
of the System test is to establish that each part of the WLL System will
fulfil all the functional and technical requirements set out in this
Contract.
As soon as possible after completion of the System test, the Contractor
shall furnish to The Purchaser a report regarding the test. To the extent
an unsuccessful test so requires, the Contractor shall cure the discovered
deviation from the requirements and provide for repeated test.
Prior to the start of any System Acceptance Test the Contractor shall have
proved that the System tests have been successful and have cured to the
satisfaction of The Purchaser the deviation from the requirements or any
other defect or deficiency that has been observed in the course of the
System test. If the Purchaser agrees a System Acceptance Test can take
place without all System Tests being complete.
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To the extent an unsuccessful test so requires, the Contractor shall cure
the discovered deviation from the requirements and provide for a repeated
test.
At the time when the Contractor has successfully completed a Systems Test
(Site Acceptance Test), the Purchaser shall accept the title and risk for
that part of the network that has been successfully tested. Alternatively,
provision of revenue producing traffic for more than one month will
constitute completion of System Test for a specific site.
9.4 Acceptance Test
---------------------
When,
(i) the tests and inspections referred to above in this Clause 9 have
demonstrated that all Equipment and Software delivered by the Contractor
complies with all relevant requirements, standards and Specifications;
(ii) such Equipment and Software as shall be installed by Contractor has
been installed on Premises ready for operation;
(iii) relevant training referred to in Clause 11 has been performed;
(iv) relevant documentation has been delivered in accordance with Clause
11,
and
(v) relevant Test Equipment have been delivered in accordance with
Clause 11, then The Purchaser shall perform an acceptance test ("System
Acceptance Test"). The purpose of this Acceptance Test is to establish
whether the Equipment and the Software complies with all the relevant
requirements and Specifications when operated and otherwise handled by The
Purchaser personnel duly trained by the Contractor utilising the
Documentation supplied by the Contractor. The detailed test procedure and
criteria of a successful Acceptance Test shall be agreed upon in
accordance with Clause 7.1.
9.5 Actual Date of Delivery
-----------------------------
The Acceptance Test shall be deemed to have been successfully performed
when it has been demonstrated that all relevant requirements of this
Contract are met or when the Purchaser has carried commercial traffic for
a period of more than 90 days.
The Actual date of Delivery is when all defects, deficiencies, or
deviations from the requirements discovered in connection with the
Acceptance test, or prior thereto, have been cured to the satisfaction of
The Purchaser, and a successful Acceptance Test has shown that
Contractor's Scope of Supply with respect to WLL System meets all the
requirements of this Contract.
It is recognised by the parties that even after the Acceptance Test, some
minor defects and deficiencies that are non-essential for the proper
operation or maintenance of the WLL System might exist. The parties shall
by agreement enter these defects or deficiencies into a list of defects
which shall also include a time schedule for the taking by Contractor of
the necessary corrective measures. The
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stipulations of this Contract as regards warranty obligations contained in
Clause 10 below shall apply to Contractor's duty to take such corrective
measures.
If the Purchaser fails to make any or all sites available for Installation
of the equipment one hundred and twenty days (120) after the contract
signature, the Purchaser shall by default accept the equipment, for that
part of the network that cannot be installed, and make all relevant
payments applicable to Site and System Acceptance. At this time, title and
risk for the equipment that cannot be installed shall pass from the
Contractor to the Purchaser.
If the System Acceptance Test (required before Actual Date of Delivery can
be achieved) is delayed because of the Purchaser's failure to make sites
"ready for installation", the System Acceptance Test shall be conducted
only on those sites that have passed Site Acceptance.
The Time Schedule and Milestones for the implementation and preparation of
the Sites by the Purchaser shall be defined in Annex 18.
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Clause 10 Warranties and Certain Consequences in the Event of
---------------------------------------------------------------
Breaches of Warranties
----------------------
10.1 Warranty Period
----------------------
The Contractor warrants that the WLL System installed and ready for
operation and Spare Parts delivered to The Purchaser, at all times during
a warranty period of eighteen (18) months from the Actual Date of
Delivery of the WLL System will conform to all the requirements set out
in the Specifications. Subject to the provisions of Subclause 10.2 and
10.3 any lack of conformity that is in existence, or will occur, or will
appear prior to or during the warranty period, and any other defect,
deficiency, or malfunction that is due to construction, manufacture,
workmanship, materials, programming, transportation or installation which
appear prior to the expiration of the warranty period shall be considered
such a defect will be covered by Contractors warranty obligations. Design
faults shall be warranted for twenty-four (24) months from the Actual
Date of Delivery.
10.2 Corrective Measures Activity
-----------------------------------
In case of breach of warranty obligations defined in Subclause 10.1 above
the Contractor shall at its own risk and expense cure the defect by
repair, replacement, modification, adjustment, delivery and installation
of additional Equipment or Software, or performance of additional work or
implement any other adequate corrective measures (all such measures
collectively referred to as "Corrective Measures").
10.3 Warranty of Corrective Measures
--------------------------------------
The Contractor shall be obliged to take the necessary Corrective Measures
and other actions referred to in this Clause 10 within the shortest
practicable time, however not later than at such a final date for the
Corrective Measures specified by The Purchaser taking into account the
breach to be cured, the work to be done and The Purchaser operational and
maintenance requirements. The Contractor shall at the request of The
Purchaser render such assistance, advice or instruction that in the
Contractor's reasonable opinion would be sufficient to remedy the defect.
If the Contractor or The Purchaser would deem it necessary to arrange
that the Corrective Measures are taken by the Contractor's personnel, the
Contractor shall make such personnel available as fast as possible but no
longer than forty eight (48) hours from the moment when The Purchaser has
dispatched a request.
If the Corrective Measures will be in the form of replacement and The
Purchaser does not have the relevant spare part available the Contractor
shall make the spare part available as soon as the circumstances permit,
but in no case later than forty eight (48) hours from the moment when The
Purchaser has dispatched a request for such a spare part.
Major Service effecting errors shall be corrected within 5 working days
from the moment The Purchaser has dispatched a request for correcting
such an error and the Contractor has acknowledge this request.
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Minor Service effecting errors and Non Service effecting errors shall be
corrected within eight (8) weeks from the moment The Purchaser has
dispatched a request for correcting such an error and the Contractor has
acknowledge this request.
Major, Minor and Non Service Effecting errors are defined in Annex 25.
If the Contractor in spite of proper notification should not be able to
carry out his duties within the agreed period of time, The Purchaser
shall have the right to correct the defects) or have it (them) corrected
by others.
If spare parts purchased by The Purchaser have been used for replacement
of defective parts or any interim repair of the defective parts has been
made, the Contractor shall at his own expense repair the replaced part or
make the final repair thereof, as the case may be, or deliver spare parts
in replacement. The Purchaser shall bear the risk and costs of transport
to the Premises of Contractor and the Contractor shall bear the risk and
costs of the return transport for such defective parts as well as of
repaired parts and parts supplied in replacement.
10.4 Notification of Defects
------------------------------
The Purchaser shall notify the Contractor of a defect not later than
thirty (30) days from The Purchaser's discovery thereof. Notice of
defects and requests for Corrective Measures shall, at the discretion of
The Purchaser, be made by fax, letter or hand delivery.
The Purchaser shall also be entitled for the purpose hereof to avail
itself of any guarantee or other security provided by the Contractor in
accordance with this Contract.
10.7 Warranty Regarding Replaced or Corrected Parts
-----------------------------------------------------
In the event that any part of the WLL System has been corrected,
repaired, replaced, modified or adjusted pursuant to a warranty
obligation, a fresh warranty period of the same duration as set forth in
Subclause 10.1 shall apply to such a part or if replaced to the new part.
This fresh period shall start to run as from the date when The Purchaser
confirms that the repair, replacement, modification or adjustment has
been successfully completed.
10.8 Warranty of Reliability and Maintainability
--------------------------------------------------
Without prejudice to the provision of Subclause 10.1 above Contractor
warrants that the reliability and maintainability of the WLL System will
comply with the provisions set out in the Specifications, so that the
respective values which can be derived from the parameters contained in
Annex 15 will be obtained during the warranty period of eighteen (18)
months. The compliance with the parameters shall be demonstrated with the
methods set out in Annex 15.
In the event the WLL System does not fulfil the reliability and
maintainability specified in the Specifications the Contractor shall be
obliged to take such Corrective Measures at its own risk and expense as
are necessary to have the WLL System to fulfil the Specifications with
regard to the aforesaid parameters.
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10.9 Warranty of Documentation
--------------------------------
10.9.1 Sufficient and Adequate for Operation and Maintenance
--------------------------------------------------------------
The Contractor warrants for the technical life time of the WLL
System that the information contained in the Documentation, will
be continuously updated, will be provided in a timely manner and
will be sufficient and adequate for the proper operation and
maintenance of the WLL System.
To any damage or defect caused or revealed by lack of documents
stated in Subclause 10.9.1 the provisions of Subclause 10.2
shall apply, notwithstanding whether the damage or defect
existed or appeared prior to the expiration of the respective
warranty period set out in Subclause 10.1.
10.9.2 Additional Documentation
---------------------------------
The Purchaser may wish to develop certain additional
documentation with respect to the functioning of the WLL System.
The Contractor shall be obliged to check the accuracy and
completeness of such documentation and within a reasonable
period of time from The Purchaser's request to such effect
submit in writing to The Purchaser its approval or disapproval
of the said documents. In the event of disapproval Contractor
shall specify in what respect the documentation is incorrect or
incomplete and what measures should be taken to make the
documentation correct and complete. Any compensation for
Contractor's work referred to in this Subclause 10.9.2 shall for
each case be agreed upon between the parties.
10.10 Spares Warranty
----------------------
The Contractor warrants that it is able to supply The Purchaser with
spares, or equivalent replacement parts, or substitute parts with an
equal or greater level of functionality that maintains backwards
compatibility for repair and maintenance of Equipment delivered for a
period up to ten (10) years from Actual Date of Delivery. Such parts
shall be provided at reasonable prices and delivery times.
If the Contractor after the above mentioned period intends to stop the
manufacturing of a type of spares or equivalent replacement parts, the
Contractor shall inform The Purchaser about his intention at least twelve
(12) months in advance.
10.11 Warranty of Right to Use and Reproduce Etc.
--------------------------------------------------
The Contractor warrants that The Purchaser shall have the right to use
all and any Software as well as of all and any Documentation (and parts
thereof) that the Contractor has supplied without thereby infringing any
right of the Contractor, its subcontractors or employees, or a third
party, or being obliged to pay any compensation to the Contractor, its
subcontractors or employees, or to any third party. The Purchaser's right
to reproduce, change or modify software and documents is limited to the
rights defined in the software license that is granted by the Contractor
for use by The Purchaser in the WLL System delivered by the Contractor to
The Purchaser. This is defined in Annex 26.
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10.12 Repairs Warranty
-----------------------
The Contractor warrants that it, during a period of at least up to ten
(10) years from Actual Date of Delivery or from the date of
discontinuation of commercial availability of the related equipment,
whichever comes the latest, is capable of and will, at The Purchaser's
request, repair defective material in Equipment delivered under this
Contract.
Contractor warrants that if The Purchaser so wishes it shall enter into
Annual Operations and Maintenance Contract with The Purchaser in forms
set out in Annex 21 and be bound to all conditions there is in the
License included without limitation to conditions as to price and for as
long as The Purchaser requires for a period of up to ten years.
10.13 Warranty for Production of Equipment and Software
--------------------------------------------------------
The Contractor warrants to ensure the supply to The Purchaser of
Equipment and Software in every respect for upgrading, extensions, and
maintenance of the WLL System at least for a period up to ten (10) years
after the Actual Date of Delivery, at prices and within reasonable
delivery times and on other reasonable conditions. In the event that the
Contractor intends to cease to supply Equipment and Software for the WLL
System, the Contractor shall inform The Purchaser thereof at least twelve
(12) months in advance. The Contractor shall at the request of The
Purchaser -without charge supply all drawings and other technical
information and documents that will be required or of assistance in the
provision, operation and maintenance of the WLL System. Equipment and
Software purchased pursuant to this Subclause 10.13 shall be subject to
the same warranties as set out in this Clause 10.
10.15 Title and Intellectual Property Rights
---------------------------------------------
The Contractor warrants that Contractor will deliver to The Purchaser
good title to all of the items falling within Contractor's Scope of
Supply and each such item shall be free of any claim, encumbrance or lien
whatsoever.
For the technical life time of the WLL System the Contractor warrants in
accordance with Clause 16 and furthermore that it shall not be necessary
for The Purchaser to obtain any license or any similar grant under a
patent or any other industrial or intellectual property right for the WLL
System either from the Contractor or any other person in order to be able
to interface the WLL System, with equipment of design, construction or
makes other than the Contractor's or its subcontractors'.
In the event of breach of this warranty the provisions of Clause 16 shall
apply.
10.16 Exceptions from Warranties
---------------------------------
The Contractor will have no liability or responsibility arising out of
(c) (i) deviations from the requirements of this Contract that are
caused by such damage to or loss of the WLL System as is
accidental and occurs after the time when the risk of loss and
damage has passed to The Purchaser;
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(d) deviations from requirements of this Contract that are caused by
The Purchaser or any other person for which the Contractor is not
responsible, or any changes, repairs or replacements made by The
Purchaser or said other person, provided that The Purchaser or
such other person has acted contrary to instructions contained in
manuals or other documentation provided by the Contractor under
this Contract;
(e) breaches of warranties of which The Purchaser has not notified
the Contractor during the respective warranty period, or before
thirty (30) days have elapsed after-the expiry of the said period
provided, however, that this exemption from liability and
responsibility shall not apply if the Contractor, or any of its
representatives, nevertheless knew of the breach;
(f) deviations from the requirements of this Contract that are caused
by non-fulfilment of The Purchaser's undertakings of The
Purchaser's Share of Responsibility
Notwithstanding the foregoing of this Subclause 10.16 the Contractor
shall be obliged to cure at the expense of The Purchaser also deviations
from the requirements for which the Contractor has no liability or
responsibility, if The Purchaser so requests.
10.17 Records of Events
-------------------------
The Purchaser will during the warranty period in Subclause 10.1 keep
records of events that might be of importance for determining the type
of defect, the time of its occurrence, the notification and curing
thereof etc. These records shall prevail unless proved to be inaccurate
in any specific respect. The Purchaser shall keep the records available
to the Contractor on request.
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Clause 11 - Delivery
--------------------
11.1 Equipment and Software
11.1.1 Contractual Date of Delivery
The WLL System shall have been delivered and successfully
tested according to Subclauses 9.4 on the date set out in the
Time Schedule (Annex 18). The said date is in this Contract
referred to as the Contractual Date of Delivery.
The schedule and quantities of material shown in Annex 18 is an
estimate and is not a binding commitment by The Purchaser. The
Purchaser considers this list to be the Tender's minimum
delivery obligation.
11.1.2 Passing of Title
The title to as well as the risk of damage to and loss of the
WLL System, for that part of the system in question, shall pass
to The Purchaser on completion of a successful Site Acceptance
test.
The Purchaser shall be responsible for the operation and
maintenance of the WLL System from the date of Site Acceptance.
This shall not limit or compromise any claim which The
Purchaser may have against the Contractor under any warranty or
other provision of the Contract. Prior to the Site Acceptance,
The Purchaser's responsibility for the operation of the WLL
System shall be confined to such responsibility as follows from
The Purchaser's performance of the tests referred to in Clause
9.
11.1.3 Software
11.1.3.1
The Purchaser is granted a non-exclusive perpetual restricted royalty-
free license to use the Software, but only in conjunction with The
Purchaser's use and maintenance of WLL System in accordance with this
Contract, and not otherwise.
Use of this Software shall not include the right to copy, reproduce
and modify the software.
The Purchaser agrees that the Software provided to it by the
Contractor under this Contract or any renewals, extensions, or
expansions thereof, or in implementation of any of the foregoing,
shall, as between the parties hereto, be treated as the exclusive
property of the Contractor and as proprietary and a trade secret of
Contractor. The Purchaser shall:
(g) not provide or make the Software or any portions or aspects
thereof available to any person except to its employees or
agents on a "need to know" basis;
(h) not modify the Software without the prior written consent of
Contractor.
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If Contractor modifies or changes the Software to permit additional
features or services, such Software will at The Purchaser request be
made available to The Purchaser on prices based on a predetermined
methodology. In any case the Contractor shall provide all such
features and services free of charge within the first twelve 12 months
from the date of signing the Contract.
Nothing in this Clause shall limit Contractor's warranties in Clause
10.
The Purchaser and any successor to The Purchaser's title to the WLL
System shall have the right without further consent of Contractor to
assign this license to any other party which acquires the WLL System,
provided any such other party (either assignee or sublicensee) agrees
in writing to abide by the terms and conditions of this license.
Notwithstanding anything in this Contract to the contrary, it is
understood that The Purchaser is receiving no title or ownership
rights to such Software, which rights shall remain with Contractor.
11.1.3.2
As applicable and generally available to Contractor's customers, Contractor
shall license to The Purchaser a copy of any diagnostic software utilized
by Contractor with respect to the installation and maintenance services of
the Software and System.
11.1.3.3
The Contractor shall offer and The Purchaser at its discretion may accept a
new Software Release containing new facilities on a regular basis (at least
once per year) for a period of ten (10) years after Actual Delivery Date of
the Contractor's Scope of Supply. The new release shall indicate what
modifications are required on implementation to the Software and hardware
used by The Purchaser. In the event that The Purchaser chooses not to
accept the installation of new Software Releases, the Contractor shall
continue to support the Latest Version of Software including the correction
of any faults or bugs.
11.1.3.4
During a period of five (5) years after acceptance of a version of
Software, the Contractor shall provide without charge at The Purchaser's
request, maintenance releases correcting software faults identified in the
Latest Version by The Purchaser, or by the Contractor or by its other
customers.
11.1.3.5
New releases and maintenance releases shall be subject to acceptance tests
to be agreed upon by the parties.
11.1.3.6
Unless the parties have agreed otherwise in writing, new releases and
maintenance releases shall not alter the applications or the uses to which
the System or parts of the System can be put, whether or not in conjunction
with existing files, and shall in all respects be compatible with the
Latest Version of the Software. Software updates shall be backward
compatible to existing hardware, features, and functionalities, unless
mutually agreed otherwise.
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11.1.3.7
The Contractor shall fully disclose and supply and keep supplied in
confidence to The Purchaser the Latest Version of all Documentation and the
Software, with relevant information about their release status.
11.1.3.8
The Contractor shall ensure that the Documentation supplied to The
Purchaser fully describes the Software accepted and licensed for the System
under Clause 11.1.3.1 of this Contract. Documentation will fully describe
new features, functionalities, errors corrected and new errors detected.
11.1.3.9
At the request of The Purchaser, the Contractor shall provide all necessary
interfaces, interface specifications and standard protocols for systems or
products provided by The Purchaser or other parties, including the physical
components of such interfaces, and the proper functioning of these
interfaces, and all relevant documentation.
11.1.3.10
If the System delivered by the Contractor fails to function properly in
conjunction with a third party product in use by The Purchaser, the
Contractor shall, at the request of The Purchaser consult with the relevant
contractors and cooperate closely with them in tracing and repairing the
cause of the malfunction.
11.1.3.11
In the event that third party Software supplied by the Contractor under
this Contract becomes unavailable or essential modifications cannot be
carried out for any reason whatsoever, the Contractor shall at no charge to
The Purchaser, procure and supply to The Purchaser suitable alternative
third party Software to enable the continued operation and Contractor's
Scope of Supply ability of the System.
11.1.3.12
In the situations referred to in Sub-clause 11.1.3.11 The Purchaser shall
have an unlimited license to use the Software and shall have the right to
make modifications to the Software (or have them made) only for use with
the System
The obligations of The Purchaser under this Clause shall survive the
termination of this Contract for any reason.
11.2 Turn-key Services
----------------------
The turn-key services of the WLL System shall be done to the satisfaction
of The Purchaser.
No service or work by the Contractor may, without The Purchaser's written
approval thereof, commence earlier than on the date of start of service set
out in the Time Schedule. The scope of work regarding Turn-key services is
set out in Annex 9.
11.3 Training
-------------
The Contractor shall provide The Purchaser's personnel with the training
required for the proper operation and maintenance of the WLL System. The
scope of Contractor's undertaking in this respect, as well as the terms and
other conditions applicable thereto are set out in Annex 10.
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11.4 Documentation
------------------
The Contractor shall have provided The Purchaser with the Documentation set
out in Annex 11 on or before the dates set out in the Time Schedule.
11.5 Spare Parts
----------------
The Contractor shall have provided The Purchaser with the spare parts set
out in Annex 12 on the dates set out in the Time Schedule.
11.6 Test Equipment
-------------------
The Test Equipment set out in Annex 13 shall have been delivered at
Premises on or before the dates set forth in the Time Schedule.
11.7 Marking
------------
All Equipment, parts thereof, and spare parts shall be clearly and durably
marked with the Contractor's code number and - if any - status revision
which shall make it possible to identify all Equipment, parts thereof and
spare parts for the purpose of warranty. The Contractor shall well in
advance before dispatch of the Equipment or spare parts furnish The
Purchaser with a packing list indicating the Contractor's code numbers
applicable to the respective parts.
11.8 Packing
------------
All Equipment and Spare parts shall be packed in a manner that is suitable
for the transportation and for the storing in The Purchaser's premises.
11.9 Order Procedure
--------------------
The deliveries shall be executed in accordance with the provisions stated
in Annex 14. In order to state the extent of each delivery a suborder
specification shall be sent to the Contractor as a firm order. The suborder
specifications shall contain information regarding quantities of Equipment
and Spare Parts to be delivered, delivery dates, delivery address and
invoice address.
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Clause 12 - Liquidated Damages in the Event of Delays in Delivery
-----------------------------------------------------------------
12.1 General
--------------
The parties acknowledge that the Contractor's fulfillment of its undertakings
set out in the Time Schedule (Annex 18) is of utmost importance to The
Purchaser. The parties also acknowledge that delays will cause severe damage to
The Purchaser and that such damage may, from a practical point of view, be
difficult to quantify. In the event of delay, the parties agree that The
Purchaser shall receive liquidated damages in accordance with the following
provisions without The Purchaser being obligated to prove that it has suffered
damage or to prove the amount of damage. The Purchaser's right to receive
liquidated damages shall be without prejudice to any other right that it may
have under this Contract or otherwise.
Any liquidated damages to which The Purchaser is entitled shall be paid by the
Contractor upon demand and The Purchaser shall be entitled to wholly or partly
set off liquidated damages against any amount that The Purchaser shall pay to
the Contractor under this Contract.
12.1.1 Liquidated Damages for Delay
-----------------------------------
Should the service start date of the System, or any material portion of
the System be delayed for any reason except for events excepted under
this Contract, where the delay is fully or substantially attributable to
the fault of default of the Contractor (including its sub-contractors),
Contractor shall pay liquidated damages equal to one percent (1%) of the
value of that part of the network that The Purchaser is unable to use for
each week or fraction of a week of delay beyond Actual Date of Delivery
as specified in Annex 18. A grace period of two weeks shall be given
before the first week of delay is counted. Upon the lapse of the second
week of delay, however, the full delay shall be counted in computing the
liquidated damages.
12.2 WLL System, Training, Documentation, Spare Parts and Test Instruments
----------------------------------------------------------------------------
In the event that Contractor does not fulfil any of its undertakings with
respect to WLL System, training, Documentation, spare parts or test
instruments on the respective dates set out in the Time Schedule, the
Contractor shall pay liquidated damages to The Purchaser for each whole
day of delay amounting to (0.1%) of the respective Contract Price.
Maximum liquidated damages according to these Clauses 12.1.1 and 12.2
shall in no case exceed ten per cent (10%) of the Total Contract Price.
12.3 Delays Caused by The Purchaser or Force Majeure Events
-------------------------------------------------------------
The Purchaser shall not be entitled to liquidated damages according to
the above provisions of this Clause 12 to the extent the delay in
question is caused by failure solely on part of The Purchaser to fulfil
any part of its Share of Responsibility or by a Force Majeure Event
defined in Clause 17.
In the event that The Purchaser delays in carrying out any of its
undertakings under this Contract the Contractor shall nevertheless be
obliged to fulfil its obligations within the time agreed on, to the
extent that the fulfilment of The Purchaser's obligations is not
necessary to enable the Contractor or its subcontractors and suppliers to
fulfil their obligations. In the event that it can reasonably be assumed
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that the Contractor will be delayed with respect to any of its
undertakings under this Contract, The Purchaser shall have the right to
postpone the performance of any of its undertakings to the extent such
performance is not necessary to enable the Contractor to fulfil its
obligations.
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Clause 13 - Prices
------------------
13.1 The Contract Prices given shall be fixed until 18th August 2002 and
shall include obligations of Contractor hereunder. The Contract Prices for
the WLL System and work and services to be provided by the Contractor under
this Contract shall be the prices set out in Annex 5. The prices represent
-------
the Contract Prices for the respective items and the sum of all the
Contract Prices constitutes the total price of the Contractor's Scope of
Supply. This total price is called the Total Contract Price.
--------------------
13.2 The prices shall be CIP Colombo.
13.3 Change of any law relating to the Contract items, except those
affecting the customs duties, import taxes, VAT, shall not affect the price
of these items.
13.5 All sums of money stated or referred to in this Contract are exclusive
of VAT. The Purchaser shall only pay VAT, if applicable in Sri Lanka.
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Clause 14 - Payments
--------------------
14.1 General
------------
The Purchaser shall pay to the Contractor the Contract Prices referred to
in Clause 13 above in accordance with the following provisions. The terms
of payments are as follows:
Phase One - Infrastructure, Network Management, Subscriber Terminals
required for Acceptance Testing, and Services
. 20% on signing of the contract
. 5% on Site Acceptance for the completion of each site (9 Sites)
. 30% on Actual date of Delivery (System Acceptance)
. 5% 6 months after the Actual date of Delivery
Phase Two - Subscriber Terminals for Commercial Service
. 20% on signing of the contract
. 40% on delivery of equipment
. 40% 90 days after delivery of equipment
Phase Three - Subscriber Terminals for Commercial Service
. 20% on signing of the contract
. 40% on delivery of equipment
. 40% 90 days after delivery of equipment
Phase Four - Subscriber Terminals for Commercial Service
. 20% on signing of the contract
. 40% on delivery of equipment
. 40% 90 days after delivery of equipment
A bridge finance option will be provided to Suntel for all payments beyond the
Contract signature payment (20%) for 1999. This option will allow Suntel to
remit only the interest due (as defined in Clause 14.5) on the first day of the
month following the date of payment due for all outstanding payments. The
payment of the principle will be due on January 5th, 2000 for all payments
covered through bridge financing.
14.2 Terms and Conditions
-------------------------
Orders shall be placed through a single "purchase order" issued by buyer.
14.3 Bank Guarantee
-------------------
The Contractor is required to put up a Bank Guarantee equal in Value to all
payments made before Systems Acceptance
14.4 Invoicing
--------------
Payment shall be effected by The Purchaser's receipt of the Contractor's
invoice in triplicate for the amount in question that The Purchaser will
approve of, provided, however, that The Purchaser shall not be obliged to
make any payment earlier than
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the date following from sub-clause 14.1 above. Any value added tax, or
other taxes to which Contractor is subject to within Sri Lanka and which
shall be paid by The Purchaser under this Contract shall be invoiced as a
separate item.
Invoice address:
Attn: Accounts Payable
Airspan Communications Limited
Oxford Road, Uxbridge
Middlesex
United Kingdom
14.5 Interest
-------------
The rate per annum of the interest referred to in Subclause 26.4 shall be
defined during negotiations.
14.6 Keeping Records
--------------------
14.6.5 For all items specified. in this Contract, the Contractor
shall keep and maintain such books, records, vouchers and
accounts with respect to its billing of chase items to The
Purchaser for ten (10) years tram the date of Final
Acceptance.
14.6.6 For any item quoted can a cost incurred basis, the
Contractor shall keep and maintain such books, records.
vouchers and accounts of all costs with respect to the
engineering provision and installation of facilities of the
System for ten (10) years from the date of fulfillment of
a11 Contractor's Scope of Supply obligations.
14.6.7 The Contractor shall obtain from his Subcontractors such
supporting rewords for other than the cost of feed cost
items, subject to the conditions of Sub-Clause 14.6.2, as
flay be reasonably required, and shall maintain such records
for a period of ten (10) years from the date of fulfillment
of all costs required to be kept, maintained and obtained
pursuant to this Clause.
14.6.8 The Contractor shall afford the Purchaser the right to
review the said books, records, vouchers and accounts of all
costs required to be kept, maintained and obtained pursuant
to this Clause.
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Clause 15 - Liability for Accidents, Damage and Loss
----------------------------------------------------
15.1 Liability Regarding Before Passing of Risk
-----------------------------------------------
Without prejudice to provision of Clause 5 any damage to the WLL System or
Documentation supplied or to be supplied by the Contractor occurring before
the relevant time according to Clause 11 when the risk of damage to or loss
of the WLL System and Documentation passes to The Purchaser shall be
remedied by the Contractor at its own expense, provided that the damage or
loss has not been caused by negligent act or omission by The Purchaser or
anybody employed by The Purchaser (other than the Contractor or its
Subcontractors). If the damage or loss has been so caused by The Purchaser
the Contractor shall nevertheless, if The Purchaser so request, remedy the
damage and loss, at the expense of The Purchaser at a reasonable price to
be agreed between the Contractor and The Purchaser.
15.2 Other Indemnification
--------------------------
The Contractor shall indemnify and hold The Purchaser and its officers,
servants and employees harmless from any loss, damage, liability or expense
on account of damage to property and injury, including death, to all
persons, including but not limited to employees of the Contractor, arising
out of or resulting from any act or omission of the Contractor, its
Subcontractors, or anybody employed by the Contractor or its
Subcontractors, or anybody else for which the Contractor or its
Subcontractors is responsible. With respect to the Contractor's Scope of
Supply this Subclause 15.2 shall apply only after the risk of damage or
loss has passed to The Purchaser; until that time Subclause 15.1 shall
prevail.
15.3 Fraud or Gross Misconduct
------------------------------
Without prejudice to any further responsibilities or liabilities of the
Contractor under law, if the Contractor, or any of its Subcontractors, or
anybody employed by the Contractor or its Subcontractors, or anybody else
for which the Contractor or its Subcontractors is responsible, has been
guilty of fraud, actions against good faith, or "Gross Misconduct" the
Contractor shall - notwithstanding any provision of this Contract to the
contrary - be liable for any loss or damage (whether direct, indirect,
incidental or consequential) suffered by as a result thereof, whether it be
defects (as defined in Clause 10) in, damage to, or loss of the
Contractor's Scope of Supply, or injuries to persons, or any other breach
of this Contract.
Contractor's liability for the said defects shall extend also to defects
which have not appeared prior to the expiration of the warranty period in
question and to defects which have not for any other reason been notified
by The Purchaser in accordance with the provisions of Clause 10. "Gross
Misconduct" means any act or omission implying neglect to take into
consideration such serious effects as a careful Contractor normally would
have been able to foresee, or a deliberate disregard of the consequences of
such an act or omission.
15.4 Limitation of The Purchaser's Liability
--------------------------------------------
The Purchaser shall not be liable for any damage to or loss of the WLL
System and documentation, save as to the extent provided for in Subclause
15.1.
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The Purchaser shall not be liable for any direct, indirect, incidental or
consequential damage or loss, including loss of income or loss of profit,
suffered by the Contractor or its subcontractors as a result of such a
damage, loss or breach or as a result of any breach by The Purchaser of
this Contract, unless expressly otherwise provided for in this Contract.
15.5 Obligations to Limit Damages and Loss
------------------------------------------
The party suffering loss or damage shall always be obliged to take all
reasonable measures to mitigate the damage or loss occurred.
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Clause 16 - Patents and Other Intellectual
and Industrial Property Rights
------------------------------
The Contractor undertakes to fully indemnify and hold The Purchaser, its
officers, employees, representatives and customers harmless from and fully
indemnify them for any and all cost expenses, damages and liabilities therefore
against any claim for an infringement or alleged infringement of any
intellectual property right relating to use of the Equipment and Software
delivered under this Contract.
In particular the Contractor undertakes to defend at its own expense any claim,
suit or proceeding based upon any claim that the Contractor's Scope of Supply,
or the use or maintenance thereof infringes any licence or any right of a third
person to patent, copyright, design or any intellectual or industrial property
rights or application therefore, as well as to hold The Purchaser, its officers,
employees, and representatives harmless from and fully indemnify them for any
and all costs, expenses, damages and liabilities therefor. In the event that the
WLL System or the use of the WLL System or documentation would be held in a suit
to constitute infringement and its further use would be enjoined, the Contractor
will promptly at its own expense either
(iii) procure for The Purchaser the right to continue the use, or
(iv) replace or modify the WLL System, or Documentation, so that it becomes
non-infringing while staying fully compliant with the Specifications.
Any such replacement or modification shall, however, be approved of by
The Purchaser in advance, which approval shall not be unreasonably
withheld. The Purchaser shall without delay inform the Contractor of
any claim that has come to the notice of The Purchaser and shall
proceed in dealing with such claims in agreement with the Contractor.
The Purchaser shall be at all times kept informed by Contractor of the
institution or assertion of any IPR claims or proceedings and shall without
prejudice to its rights be entitled but not obligated to participate in such
claims, suits or proceedings.
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Clause 17 - Force Majeure
-------------------------
Should Force Majeure Event occur after the signing of this Contract which
prevents the performance of any obligation of either party on the date or dates
provided for in this Contract, the performance of the obligation may be
postponed for such time, on a day by day basis, as the performance necessarily
has had to be delayed on account thereof, it being understood that such
postponement shall not be deemed a change of the Time Schedule or of any day
defined by reference to the Time Schedule.
The term of Force Majeure Event shall mean events such as war or warlike
hostilities, mobilisation or general military call-up, acts of Government
including refusal issue of required export licenses (but shall exclude failure
to obtain security clearance for own employees), civil war, revolution,
rebellion, insurrection or riots, sabotage and any strike or labour action and
other circumstances of a similar exceptional character and farreaching
influence, provided that any such event is beyond the control of the party, its
subcontractors and suppliers. It is expressly understood that no circumstance
shall be considered Force Majeure Event which the party or the subcontractor or
the supplier invoking the event of Force Majeure reasonably ought to have taken
into account at the date of signing of this Contract.
Immediately upon becoming aware of the commencement of any Force Majeure Event
causing a delay, and immediately upon becoming aware of the termination of such
an event of Force Majeure, the party desiring to invoke it as cause for
postponement shall advise the other party of the said event, failing which its
right to demand an extension of the time of performance shall be definitely
barred. To avail itself of the right to invoke any Force Majeure Event as a
cause for postponement the party shall also as soon as practicable after the
termination of the event submit to the other party reasonable proof of the
nature of such Force Majeure Event and its effect upon the performance
timetable. Each parties shall make all reasonable efforts to reduce to a minimum
and mitigate the effect of any delay occasioned by a Force Majeure Event. The
obligation of Contractor in this respect shall particularly include the
repairing or causing the repair of such damage as may have been done to its or
its subcontractor's manufacturing facilities or to Contractor's Scope of Supply.
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Clause 18 - Optional Orders
---------------------------
18.1 WLL System
---------------
The Purchaser shall during a period of time commencing on the date of signing of
this Contract by both parties up to 3 years or the end of year 2002 (whichever
the latest) have the right (but not the obligation) to order on fair and
reasonable terms from the Contractor Equipment, Software, Spare Parts,
Documentation and Services set out in Annexes 7, 8, 9, 10, 11, 12 and 13.
18.2 Other Terms and Conditions
-------------------------------
In addition to the terms and conditions referred to in Subclauses 18.1 - 18.3
(inclusive) the provisions contained in this Contract including the Annexes
thereto (as amended by the parties subsequent to the conclusion of this
Contract) shall apply between the parties.
18.3 Exercise of Option
The options referred to in this Clause 18 shall be exercised by a written
numbered order to the Contractor signed by one or more authorised officers or
representatives of The Purchaser. Such order shall be lodged with the Contractor
not later than on the date referred in Subclause 18.1 and shall be accompanied
by a proposed time schedule.
It is incumbent upon Contractor to acknowledge receipt of the order not later
than thirty (30) days thereafter.
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Clause 19 - Network and Maintenance
-----------------------------------
The Contractor undertakes to supply to The Purchaser, Network and Maintenance of
the WLL System in accordance with the prices and conditions set out in Annex 21
during a period of five (5) years from expiry of the warranty period.
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CLAUSE 20 - Non Waiver
----------------------
The failure of either party to insist upon strict adherence to any term or
condition of this Contract on any occasion shall not be considered a waiver of
any right thereafter to insist upon strict adherence to that term or condition
or any other term or condition of this Contract.
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Clause 21 - Language
--------------------
All manuals, other documentation and training to be provided by Contractor under
this Contract as well as all notices and other communications between the
parties hereunder shall be in English unless the parties in any specific case
agree otherwise.
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Clause 22 - The Purchaser's Approval
------------------------------------
To the extent provided in the Contract, the Specifications, design,
calculations, construction, materials and technical arrangements used in the WLL
System may be subject to The Purchaser's approval. No such approval shall affect
the Contractor's obligations hereunder or at any time limit The Purchaser's
right to demand that the Contractor's Scope of Supply in all respects shall
satisfy the Specifications and other requirements of the Contract.
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Clause 23 - Compliance with the Law
-----------------------------------
The Contractor and its subcontractors shall abide by all applicable laws,
regulations and ordinances of the Country of Sweden and shall obtain from
competent authorities all necessary permits, licenses, and authorisations
required to complete the Contractor's Scope of Supply. The Contractor and its
Subcontractors shall establish such standards and procedures on the Premises as
are necessary to comply with regulations governing employment with special
reference to safety regulations issued from time to time by any competent
authority in Sri Lanka or by The Purchaser. If it comes to the knowledge of The
Purchaser that any such regulations are not being observed, it shall immediately
inform the Contractor and, in such event, The Purchaser shall be entitled to
refuse admission to the Premises of any person who is responsible for such
contravention. Before commencing installation, the Contractor shall give The
Purchaser a full description of those risks or dangerous procedures which may
be, respectively, encountered or utilised in the course of installation.
If and to the extent requested to do so, The Purchaser will assist the
Contractor in obtaining the required information of any such laws, regulations
and ordinances, including safety regulations, as are referred to in this Clause
23. It is recognised by the parties that the presence on the Premises of any of
the Contractor's or its subcontractor's personnel might require the approval of
The Purchaser or any other authority and that such personnel might also be
required to undertake an obligation to observe secrecy with respect to
information received or obtained when present on the Premises and to sign
documents to such an effect.
The Purchaser shall not be responsible for any acts, default or unsatisfactory
performance, neglect or omissions of the Contractor that violate the laws,
statutes, orders, rules, decrees, or regulations of any jurisdiction in which
the Contractor's Scope of Supply obligations are carried out.
In any event, if any third party should nevertheless make a direct claim against
The Purchaser because of such act, default, unsatisfactory performance or
omission of Contractor, The Purchaser shall notify the Contractor as soon as
possible, and the Contractor shall be entitled to undertake and manage any legal
proceedings involving the Contractor. The Contractor shall upon the request of
The Purchaser assist The Purchaser in defending themselves against such claim
and indemnify and hold The Purchaser harmless against any and all costs,
charges, expenses, compensations and other payments made by The Purchaser in
respect of such third party claim.
The Contractor shall be deemed to have satisfied itself that it has obtained all
necessary information with respect to the Contractor's Scope of Supply and the
Contract including but not limited to the matters such as: (i) fees, pilotage
and any dues payable to port authorities, (ii) conditions affecting labour
including Contractor's Scope of Supply permits, and (iii) rules and regulations
of governments and/or port authorities.
The Contractor shall be deemed to have fully examined and independently verified
all documents and drawings, specifications, schedules, terms and conditions of
the Order, regulations and other information in relation to the Contract and to
have fully understood and satisfied himself as to all information which is
relevant as to the risks whether political or otherwise, contingencies, costs,
and other circumstances which could affect the Contract. The Purchaser, its
servants, and agents shall have no liability in law or equity or in Contract or
in tort or pertinent to any other cause of action with respect to any such
information, risks, contingencies or other circumstances.
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Clause 24 - Assignment and Sub-contracted Contractor's Scope of Supply
----------------------------------------------------------------------
The Purchaser may assign this Contract or any of its rights or obligations
hereunder to any corporation being the successor of The Purchaser.
24.1 The Contractor may also, without prior written consent of The Purchaser,
assign a contract, sub-contract, or any significant part of the
Contractor's Scope of Supply/. In any event, the Contractor shall not be
relieved from responsibility under this Contract for such parts of the
Contractor's Scope of Supply that are sub-contracted, and the Contractor
shall be responsible and liable for the acts, defaults or unsatisfactory
performance of any Subcontractor or its employees, servants and agents, as
fully as if they were the acts or defaults of the Contractor or of the
Contractor's employees, servants and agents.
24.2 The Contractor shall ensure that any sub-contracts entered into by the
Contractor shall contain such provisions of this Contract as should be made
applicable to such sub-contracts.
24.3 Any assignment, mortgage, charge, encumbrance or sub-contract in
contravention of this Clause shall, as against The Purchaser, be void and
of no effect.
24.4 The Contractor shall protect, defend, indemnify and keep indemnified The
Purchaser against all claims, demands, actions, suits, proceedings, writs,
judgements, orders, decrees, damages, losses and expenses suffered or
incurred by The Purchaser arising out of or related to any assignment,
mortgage, charge, encumbrance or sub-contract, whether permitted or not.
24.5 The assignment of any part of the Contractor's Scope of Supply to any
Subcontractors will be performed according to the Contract and will not
affect the Contractor's Scope of Supply.
24.6 The Parties agree that no contractual relationship is created between The
Purchaser and any of the Contractors Subcontractors, suppliers or agents.
The Contractor shall indemnify The Purchaser for any expenses or damages
caused to The Purchaser as a result of any claim or demand against The
Purchaser by any Subcontractor, supplier or agent.
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CLAUSE 25 - Termination
-----------------------
This Contract, or any individual order under this Contract, may be terminated at
any time by written notice from The Purchaser. Such notice shall specify the
effective date of termination and the actions to be taken by the Contractor in
connection with the termination. If such termination is not due to the
Contractor's failure to fulfil his obligations, which would entitle The
Purchaser to cancel the Contract, or any part of it, The Purchaser shall pay a
proportional price for all work in progress, equipment on order for the
Purchaser, equipment that has been manufactured for the Purchaser and resides in
finished goods, work performed, for material, administration, and profit on the
amount of work performed under the Contract, and refund any other direct cost
incurred due the termination, deducting amounts previously paid. The title to
the work performed under this Contract prior to the termination shall vest in
The Purchaser upon payment of the proportional price.
The compensation to be paid to the Contractor under this Clause shall be tried
to be determined by negotiations, however, the amount shall under no
circumstances exceed the Contract Price.
In case of termination, the Contractor shall make every effort to reduce the
costs incurred.
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Clause 26 Cancellation
----------------------
26.1 General
---- -------
Without prejudice to any other rights or remedies The Purchaser may have,
The Purchaser may cancel this Contract according to the following
provisions. The Purchaser may also cancel an order under this Contract,
without thereby cancelling any part of this Contract, according to the same
provisions.
26.2 Cancellation Due to the Contractor
---- ----------------------------------
The Purchaser may cancel this Contract, in its entirety or with respect to any
portion thereof or an order under the Contract, with immediate effect by written
notice to that effect:
(v) Insolvency etc.
--------------
if Contractor has become voluntarily or involuntarily declared
bankrupt or otherwise is insolvent or has entered into liquidation or
has enter into composition proceedings with its creditors or if the
Contractor has taken any action in furtherance of any such proceedings
or has disposed or contemplates to dispose of all or the major part of
its assets;
(ii) Material breach of Contract
---------------------------
if the Contractor commits a material breach of any of its obligations
under this Contract other than delay in the performance of its
undertaking referred to in (iii) below and fails to cure such breach
within thirty (30) days after having received The Purchaser's notice
thereof;
(vi) Delays
------
if due to any circumstance for which the Contractor or any of its
subcontractors or suppliers are responsible the Actual Date of
Delivery is delayed for more than an aggregate period of ninety (90)
days;
(vii) Non-compliance with the requirements
------------------------------------
if the Contractor's Scope of Supply in any important respect does not
meet the requirements set out in this Contract and the Contractor has
not cured the defect within the times specified in the Contract, or,
if no specification is made, within a reasonable time, such reasonable
time not to exceed thirty (30) days and fails to cure the defect
within an additional reasonable period of time, not exceeding sixty
(60) days unless otherwise agreed by The Purchaser, from receipt of
The Purchaser's notice to that effect as has been fixed by The
Purchaser in said notice.
26.3 Cancellation With Reference to Force Majeure etc.
------------------------------------------------
The Purchaser may cancel this Contract with immediate effect by
written notice if any Force Majeure Event according to Clause 17
(whether preventing the Contractor or The Purchaser) causes the Actual
Date of Delivery to be delayed or can reasonably be anticipated to be
delayed for more than two hundred and twenty (150) days. The Purchaser
shall exercise its right to cancel the Contract according to this
Subclause 26.3 not later than sixty (60) days after having received
the Contractor's notice of the of the Force Majeure Event in question.
26.4 Consequences of Cancellation According to 26.2
----------------------------------------------
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In the event that The Purchaser cancels the Contract according to any of
the provisions of Subclause 26.2 the Contractor shall immediately upon The
Purchaser's demand refund to The Purchaser all amounts paid by The
Purchaser under this Contract prior to the effective date of the
cancellation plus interest on the said amounts from the respective dates of
The Purchaser's payment up to the date of refundment (all dates inclusive)
at the rate set out in Subclause 14.5. The Purchaser shall make available
to the Contractor for restitution, dismantling and removal at the
Contractor's own risk and expense what the Contractor may have delivered to
The Purchaser under this Contract. This Contract shall cease to have any
force or effect except that Contractor shall hold The Purchaser harmless in
respect of all direct costs loss and damage suffered by The Purchaser on
account of such a cancellation, including without limitation The
Purchaser's total costs for completing all the Contractor's undertakings,
whether performed by The Purchaser itself or other contractors engaged by
The Purchaser for the purpose, to the extent these costs plus any
compensation to the Contractor as set forth below in this Subclause 26.4
exceed the Total Contract Price according to this Contract. The Purchaser
shall make all reasonable efforts to mitigate such loss, damage and costs.
In the event that The Purchaser decides to complete the WLL System or parts
thereof either itself or by engaging other contractors, The Purchaser shall
have the right to acquire - against compensation and on terms and
conditions with respect to warranties and other matters that are reasonable
in the circumstances - such Equipment, Software, Documentation, services
and other items within the Contractor's Scope of Supply as well as the
Contractor's rights under subcontracts and supply agreements as can be used
for the completion, operation and maintenance of the WLL System.
26.5 Consequences of Cancellation According to 26.3
----------------------------------------------
In the event that The Purchaser cancels the Contract pursuant to Subclause
26.3 the Contract shall cease to have any force or effect and the
Contractor shall immediately upon The Purchaser's demand refund to The
Purchaser all amounts paid by The Purchaser under this Contract. The
Purchaser shall make available to the Contractor for restitution,
dismantling and removal at the Contractor's own risk and expense what the
Contractor has delivered to The Purchaser under this Contract prior to the
effective date of the cancellation.
In the event that The Purchaser decides to complete the WLL System or parts
thereof either itself or by engaging other contractors, The Purchaser shall
have the right to acquire against a compensation and on terms and
conditions with respect to warranties and other matters that are reasonable
in the circumstances - such Equipment, Software, documentation, services
and other items within the Contractor's Scope of Supply as can be used for
the completion, operation and maintenance of the WLL System.
The Purchaser may require the Contractor to promptly remove at its own
expense any and all of Equipment, or parts thereof, that may have been
delivered to or installed and not acquired by The Purchaser.
26.6 Ownership to Equipment etc.
---------------------------
The ownership to such Equipment, Software, materials, Documentation and
work within the Contractor's Scope of Supply for which the Contractor is
entitled to compensation according to Subclauses 26.4 or 26.5 shall
immediately upon the
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86
cancellation pass to or notwithstanding the cancellation rest with The
Purchaser, as the case may be. The Purchaser shall be free to use the same
without incurring any liability to the Contractor or any third party. It is
agreed that The Purchaser may exercise its rights to cancel the Contract,
or an order under the Contract notwithstanding whether Equipment, Software,
documentation and work installed, delivered, and performed by the
Contractor can be restituted in substantially the same condition as
delivered by the Contractor. In the event of cancellation pursuant to
Subclause 26.2, Equipment, Software and Documentation of which the value
has decreased due to negligence on part of The Purchaser or anybody for
which The Purchaser is responsible shall be acquired by The Purchaser
according to provisions agreed upon by the parties.
26.7 Survival of Clauses
-------------------
The provisions of Subclause 11.1.3 and Clause 16, to the extent applicable,
and of Clause 29, 30 and 31 shall survive the cancellation or termination
of this Contract.
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Clause 27 - Entire Agreement. Modifications of the Contract
-----------------------------------------------------------
The parties state that with respect to the subject matter hereof this Contract
Document and the Annexes, thereto, which form an integral part of the Contract,
constitute the sole and exclusive understanding of the parties in respect of the
subject matter hereof and supersede all prior agreements, arrangements or
understandings relating to the subject matter, including any bid, tender,
quotation, offer or proposal, general sales conditions or terms or provisions
that the Contractor has submitted.
No change or modification of this Contract may be made except in writing and
executed by the respective duly authorised representatives of each of the
parties hereto.
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Clause 28 - Order of Priority
-----------------------------
In the event of any discrepancy between any data, stipulation or provision given
in any of the Clauses of this main Contract Document, on the one hand, and data,
stipulation or provision given in any of the Annexes, on the other hand, the
data, stipulation or provision contained in a Clause of this Contract Document
shall prevail. In the event of any discrepancy between the Technical
Specifications and the Product Description the Technical Specification shall
prevail over the Product Description, except to such an extent as the Product
Description is more advantageous to The Purchaser, in which latter case the
Product Description shall prevail.
To the extent the Technical Specifications or the Product Description contains
something that is not dealt with in any provisions of the Clauses of this
Contract Document, the Technical Specifications and the Product Description, as
the case may be, shall prevail notwithstanding the foregoing.
To the extent the Technical Specifications or the Product Description contains
anything that is not dealt with in the other of them, the one containing the
data, stipulation, provision or whatever might be concerned shall prevail over
the other.
The Purchaser shall have the right to decide what document, data, stipulation or
provision that shall prevail if such a decision is notified to the Contractor
well in advance of the commencement of the manufacturing process in question.
In the event that the Contractor and The Purchaser have different opinions as to
the interpretation of the Specifications, the opinion of The Purchaser shall
always prevail, notwithstanding the foregoing, provided that The Purchaser's
opinion is not unreasonable. The Contractor shall as soon as possible inform The
Purchaser of any inconsistency, ambiguity or incompletion found in the
Specifications.
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Clause 29 - Applicable Law
--------------------------
This Contract shall be governed by and construed in accordance with the law of
Sweden.
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Clause 30 Confidentiality
-------------------------
Each party (as "Receiving party" hereunder) shall keep in confidence, with the
same degree of care as used for its own confidential information, any
information which is disclosed to it by the other party (as "Disclosing party"
hereunder) in writing or other tangible form and clearly marked or identified in
writing as "confidential" or by similar legend, for a period of three years from
the date of first disclosure to the receiving party hereunder of such
information, except that the foregoing obligations shall not apply or cease to
apply, to any information which:
(i) is publicly known at the time of disclosure or becomes thereafter publicly
available through no fault of the receiving party;
(ii) was already known to the receiving party free from confidentiality
restrictions, prior to receiving it from the disclosing party;
(iii) is disclosed to the receiving party by any third party without
confidentiality restrictions;
(iv) is independently developed by the receiving party;
(v) is necessary to disclose to any lawful authorities for obtaining any type
approval of the hardware/software goods covered hereunder;
(vi) is inherently disclosed or is necessary to be disclosed by The Purchaser
by or for the proper installation, operation, use, maintenance and/or
repair of the goods procured hereunder or the provisions of services
thereby.
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Clause 31 - Arbitration
-----------------------
31.1 The Contractor and The Purchaser shall endeavour to settle any difference
of opinion which may arise during the execution of this Contract in an
amicable manner.
31.2 Any difference of opinion concerning any matters under this Contract shall
bereferred for resolution by arbitration to an expert sitting as a single
arbitrator to be agreed upon by the parties hereunder or failing such
Contract to a single arbitrator to be named by the President of the [],
upon the request of any party to this Contract. Arbitration proceedings
shall take place in Stockholm Upon the request of any party the arbitration
shall be in English. The arbitrator from time to time acting hereunder
shall have all the powers conferred on arbitrators by the [ ] Arbitration
Law 1968 or any statutory modification thereof for the time being in force.
Judgment upon any award rendered by the arbitrator may be entered in any
court in Sweden having jurisdiction or application may be made to such
court for a judicial acceptance of the award and an order of enforcement,
as the case may be. The arbitrator shall not be bound by the rules of
evidence and procedure, but shall be bound by the substantive law of the
Sweden and shall be obliged to disclose the reason for his award.
31.3 The fact that a dispute is brought before a court or before a duly
appointed expert does not release the Contractor from its obligations to
fulfil its commitments as provided by this Contract.
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Clause 32 - Notices
-------------------
Any and all notices or information other than information or proposal of pure
technical nature shall be given by any party by prepaid mail or by fax or hand
delivery to the other party at the following address:
If to The Purchaser
Jan Campbell, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka
If to Contractor
Steve Mallinson, Cambridge House, Oxford Road, Uxbridge, UK.
Notices, information or proposals of pure a technical nature shall be forwarded
to the following address:
If to The Purchaser
Mahinda Ramasundera, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka
If to Contractor
Paul Senior, Cambridge House, Oxford Road, Uxbridge, UK.
The aforementioned addresses of either party may be changed at any time by
giving fifteen (15) days prior notice to the other party in accordance with the
foregoing. Either party may also by fifteen (15) days prior notice to the other
party give further specification as to which address notice, information or
proposals of various nature shall be forwarded.
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Clause 33 - Support Bond
------------------------
In addition to the other clauses within this Contract, The Contractor agrees to
placing of a Support Bond.
The Guarantor for this bond shall be as follows:
Lloyd Bank Plc.
Guarantees, International Services Centre
P.O. Box 63
Two Brindley Place, Birmingham
B1 2AB
United Kingdom
The following wording will be used:
The Guarantor hereby issues an irrevocable Guarantee No. ______ in the following
terms:
The Beneficiary shall the Purchaser known as Suntel Private Ltd.
The Principal shall be the Contractor, known as Airspan Communication Limited.
Failure of the Contractor's performance obligations in respect of the supply of
equipment for Telecommunications Network Infractructure under Contract for
Purchase Order No. LP/0442/99 dated April 26, 1999 due to the end of its
activities, due to its winding up, appointment of receiver(s) or entering into a
company voluntary arrangement, or closure of the product line used within this
supply of the contract.
The Support Bond shall be posed within 1 month after The Contractor receives the
principal and interest payment from milestones through System Acceptance (Actual
Date of Delivery) and receipt by The Contractor of all and any other associated
payments for deliveries covered under the bridging phase.
The Support Bond shall have value equal to 60% of contract value in the first
year after the Actual date of Delivery (Phase 1), 50% of contract value in the
second year after the Actual date of Delivery (Phase 1), and 40% of contract
value in the third year after the Actual date of Delivery (Phase 1).
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Clause 34 - Contract Period
---------------------------
This Contract comes into force when signed by both parties and shall remain in
force as long as any of the parties has any obligation under the Contract to
fulfil.
This Contract has been made in duplicate and each of the parties has taken one
copy.
Place: LONDON Place: COLOMBO
Date: Date:
Eric Stonestrom J. Campbell
Managing Director Managing Director
Airspan Communications Limited Suntel (Private) Ltd.
The Contractor The Purchaser
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<PAGE>
[AIRSPAN LOGO APPEARS HERE]
Wireless Fixed Access
System Description
This is the unpublished work, the copyright of which vests in Airspan
Communications Corporation. All Rights Reserved The information contained herein
is the property of Airspan Communication Corporation and is supplied without
liability for errors or omissions. No part may be reproduced or used except by
contract or other permission. The copyright and the foregoing restriction on
reproduction and use extend to all media in which the information may be
embodied.
Date: December 1998
Version: 1.21A
<PAGE>
1. TABLE OF CONTENTS
1. TABLE OF CONTENTS...................... 2
2. EXECUTIVE SUMMARY...................... 2
3. WIRELESS LOCAL LOOP (WLL) OVERVIEW..... 2
3.1. "Wireless Fixed Access".......... 2
3.2. "Fixed Cellular"................. 2
3.3. "Wireless Drop".................. 2
3.4. "Microwave Point to Multipoint".. 2
3.5. "Microwave Point to Point"....... 2
4. WIRELESS FIXED ACCESS.................. 2
4.1. System Overview.................. 2
4.2. Conformance to Standards......... 2
4.3. System Interfaces................ 2
4.4. Equipment Overview............... 2
4.5. The Management Systems........... 2
5. SYSTEM AIR INTERFACE................... 2
5.1. CDMA Technology.................. 2
5.2. Air-Interface Structure.......... 2
5.3. Frequency Ranges Supported....... 2
5.4. Radio Link Budget................ 2
5.5. Cell Planning Criteria........... 2
6. SERVICES SUPPORTED..................... 2
6.1. Wireline-equivalent services..... 2
6.2. Data services support............ 2
6.3. Access to the Internet........... 2
6.4. High bandwidth transmission...... 2
6.5. Speech Coding.................... 2
6.6. System Security.................. 2
7. SYSTEM CAPACITY........................ 2
7.1. Radio (RF) Channel Capacity...... 2
7.2. Infrastructure Capacity
- Demand Assigned System....... 2
7.3. System Capacity Limits........... 2
8. EQUIPMENT DETAILS..................... 2
8.1. Infrastructure.................. 2
8.2. Power Requirements.............. 2
8.3. Antenna configurations.......... 2
8.4. Installation and Commissioning.. 2
8.5. Subscriber (ST) Equipment....... 2
9. RF AND DEPLOYMENT PLANNING............ 2
APPENDIX A: VOCABULARY/L1................. 2
APPENDIX B: RF CHANNEL PLANS/L1........... 2
<PAGE>
2. EXECUTIVE SUMMARY
This document describes Airspan Communications Corporation (ACC)'s Wireless
Fixed Access(WFA) systems. These systems meet the requirements of network
operators who wish to offer "copper equivalent" services via radio.
Airspan's systems were created to:
. Support a complete range of telecommunication services including telephony,
Group 3 and Group 4 facsimile, payphone, data modems, high speed leased line
data, Internet Access and basic rate ISDN.
. Be economical to deploy in urban, suburban and rural areas.
. Have capacity that can be easily expanded as the customer base grows.
. Minimize initial capital outlay.
. Operate in a Point-to-Multipoint system configuration.
. Conform to the ETSI standards EN 301 055 and 301 124 for CDMA Point-to-
Multipoint systems in the 1-3GHz and 3-11GHz bands.
Airspan's systems are best described as a "flexible access tool" for network
operators to provide a variety of services to their end-user customers.
Significantly, they are able to provide services that are the same quality and
performance as wireline services, by supporting a transparent connection to the
operator's network. The combination of voice coding at either 64kbit/s PCM or
32kbit/s ADPCM, Bit Error Rates (BER) of 1 x 10-7 and low delay (typically
{less than}10ms) ensure that advanced telephony services, including G3 facsimile
and high speed data modems (up to 56kbit/s) for Internet applications are fully
supported. They are also the only fixed WLL systems to fully support basic rate
ISDN service in the 2B + D channel format.
Airspan's systems support numerous applications within both existing and new
telecommunications networks, and has been deployed in both developed and
developing country environments. For example:
. In developing countries to reduce the waiting list for telephony services,
in residential, business and payphone applications. This enables rapid
deployment of a low cost / high value telephony infrastructure that
typically exceeds the quality and performance of existing copper access
networks.
. In developed countries as a "copper alternative", to modernize the access
networks, reduce operating costs and thus reduce the cost of universal
service provision.
. In both developed and developing countries to provide a "local loop bypass",
allowing a new operator to provide wireless based services at a quality
normally only available with wireline networks. Additionally the system is
cost effective and quick to deploy compared with traditional copper access
networks.
. In private networks to provide a range of telephony and leased line data
services supported by transmission rates of N x 64kbit/s (N = 1 to 6).
<PAGE>
3. WIRELESS LOCAL LOOP (WLL) OVERVIEW
"Wireless Local Loop" (WLL) is a loose term used to describe the application of
radio technology in the local access network, as an alternative to traditional
copper pairs between the local exchange and subscribers' premises. However, like
most generic terms, WLL covers a very broad spectrum of solutions. Numerous
architectures exist, each described as WLL, and each significantly different to
the other.
All Wireless Local Loop solutions are designed as an alternative to a copper
access infrastructure, as shown below. This "generalized architecture" is
globally applicable and represents 99% of all wireline access infrastructures
installed around the world today.
[GRAPHIC APPEARS HERE]
This copper access architecture consists of three parts, the Feeder network, the
Distribution network and the Drop.
It is generally accepted that five different WLL architectures exist, each is an
alternative to all or some of the copper access network architecture shown
above. The different architectures are shown below:
[GRAPHIC APPEARS HERE]
<PAGE>
3.1. "WIRELESS FIXED ACCESS"
"Wireless Fixed Access" is the term used to describe products and
architectures that are direct alternatives to copper-based "Wireline" Drop,
Distribution and Feeder Networks. These types of systems deliver the same
Services, Quality and Grade of Service as copper. Generally they are
optimized to substitute copper-based networks in semi-rural (for example
Western European Rural) and Suburban environments. This is the architecture
supported by Airspan's systems.
3.2. "FIXED CELLULAR"
"Fixed Cellular" as the name implies is the application of Mobile Cellular
Radio technology to the local loop. These types of system replace the
distribution and drop parts of the network, but usually require
installation of special Base Station sites, as the system may be configured
to support mobile subscribers as well as wireline replacement. The major
disadvantage of "Fixed Cellular" is that the equipment was originally
designed for mobile voice telephony, and not designed to provide the same
services, quality, or Grade of Service as copper. Fixed Cellular is
suitable for rural / suburban and urban deployments, and can be planned for
in-building coverage. It can also provide full mobility if required.
3.3. "WIRELESS DROP"
"Wireless Drop" is an alternative to copper-based drop segments e.g. the
last 100 meters. This architecture is typically based on cordless telephony
technology, such as CT2, DECT or PHS. Because it has a limited range
(typically {less than}5km) it is suitable for suburban and urban
deployments. In some deployments it can also provide limited mobility. The
network cost of this type of solution can be high due to the large number
of cells and supporting infrastructure required. Airspan's systems can be
deployed to provide a cost effective "backhaul" for these networks.
3.4. "Microwave Point to Multipoint"
"Microwave Point to Multipoint" is a very mature technology that was
developed to provide telephony service in extremely sparsely populated
areas. These types of systems are designed to provide long distance feeder
and distribution links are specifically designed for this application, and
are suitable for very remote, rural telephony. Typically they are low
capacity systems, and are configured to provide multiple multi-line drops,
rather than drops for individual customer premises.
3.5. "MICROWAVE POINT TO POINT"
The last category is "Microwave Point to Point" and is typically used for
the direct connection of larger (business) customers to the switching
network. This
<PAGE>
type of system is designed for N x 2Mbit/s distribution and is typically
deployed in urban / suburban areas at 10GHz +.
Each of these architectures can be deployed separately or in combinations
in an operator's network to deliver the required services to subscribers.
Careful assessment is therefore required to determine which technologies
are most appropriate.
<PAGE>
4. WIRELESS FIXED ACCESS
4.1. SYSTEM OVERVIEW
Airspan's Wireless Fixed Access (WFA) systems are digital point to
multipoint radio access systems providing wireless access for fixed end-
users to a telecommunication operator's network.
The systems are specifically designed for Wireless Fixed Access
applications and are not "fixed" versions of mobile cellular or cordless
systems. They deliver telephony, voice-band facsimile/data, higher rate
digital data and basic rate ISDN. Distances up to 25km can be covered. They
are therefore an attractive alternative to traditional copper "local loops"
for the delivery of these services to end-users.
[GRAPHIC APPEARS HERE]
GENERAL SYSTEM ARCHITECTURE
The systems use point to multipoint microwave radio links between the
individual end-user's premises and the network operator's "local point of
presence" as an alternative to the copper pair "local loop". The "local
point of presence" would typically be the local exchange premises. If
greater flexibility or range is required, the Central Terminal (cell site)
equipment can be remotely located in a suitable building or an
environmentally protected wayside cabinet, and connected to the local
exchange via radio, cable or fiber digital transmission links.
Both Fixed Assigned (FA) and Demand Assigned (DA) access to the air-
interface between the Central Terminal and Subscriber Terminals is
supported.
The range of services supported includes:
. Analogue telephony (POTS).
. Voice-band Group 3 facsimile and data up to 33.6kbit/s (extending to
56kbit/s where there are digital interfaces between Airspan and the switch
network).
<PAGE>
. Payphones, including pulse metering.
. CLASS services.
. 64kbit/s and n x 64kbit/s leased line data services.
. Basic rate ISDN (2B + D).
A portfolio of Subscriber Terminals (ST) are available supporting one or
more lines at each end-user location.
4.2. CONFORMANCE TO STANDARDS.
Airspan's WFA system architecture is in accordance with the ETSI standards
EN 301 055 and 301 124 for Direct Sequence Code Division Multiple Access
(DS - CDMA) Point-to Multipoint digital radio systems as shown below:
[GRAPHIC APPEARS HERE]
The ETSI standard permits an operator to use systems from different
vendors. The standard addresses:
. Interoperability on Radio interface: Spectrum Masks, Spurious Emissions,
Receiver Specs, Co and Adjacent Channel Interference Performance are
defined. Reference is made to relevant ITU-R and CEPT standards.
. Host Network Interconnection is covered by references to relevant ETSI V5.x
standards and TMN standards.
. Subscriber Services and Interconnection is covered by reference to relevant
ITU-T standards.
<PAGE>
4.3. SYSTEM INTERFACES
Interfaces between the various elements of Airspan's systems are as
follows:
4.3.1. THE EXCHANGE INTERFACE
The interface between the WFA systems and the switch is N x 2Mbit/s
G703 / G704 (1 per radio carrier typically 4 per CT).
For the FIXED ASSIGNED system the following signaling protocols are
supported:
. Channel Associated Signaling (CAS). Variants are available to interface
with switches from Ericsson (AXE), Nortel (DMS-100) and Siemens (EWSD).
Variants can be made available to interface with other manufacturers
digital switches that have 2Mbit/s subscriber ports. This protocol also
supports 2 wire analogue interfaces via channel banks, such as the LS-
120.
. Common Channel Signaling (CCS). UK DASS2 is available to interface with
GPT (System X) and Ericsson (AXE) switches. DSS1 signaling to support
Euro-ISDN is available to interface with Alcatel (S12) and Ericsson
(AXE) switches.
In addition V5.1 is supported.
For the DEMAND ASSIGNED system the Access Concentrator (AC) provides the
primary network interface which is N x 2Mbit/s, as per ITU recommendation
G.703, short haul 6dB, G.704 and ETSI ETS 300-166.
All signaling is digital using either Channel Associated Signaling (CAS) or
Common Channel Signaling (CCS) protocols. The DA system interfaces to
digital switching systems that have 2Mbit/s subscriber ports.
Support for 2 wire VF interfacing is via external channel bank equipment,
such as the LS-120.
. Channel Associated Signaling. Support for timeslot 16 ABCD bit CAS is
provided. Airspan's management systems allow for flexible configuration
of the protocol, to interface with switches from various manufacturers.
. Common Channel Signaling. V5.1 and V5.2 are supported by the DA system.
Proprietary protocols such as DASS2 and DSS1 may be supported through
appropriate software loads.
. The V5.1 network interface as specified in ETS 300-324-1 is used for
the presentation of traffic at a non-concentrated interface. The V5.1
interface supports both POTS and ISDN services.
. The V5.2 network interface as specified in ETS 300-347-1 is used for
the presentation of traffic at a concentrated interface. The V5.2
interface supports both POTS and basic rate ISDN services. The AC
supports V5.2 groups of up to 16 E1 links.
. The AC supports dedicated data services using 64kbit/s timeslots.
Cross-connect at the 64 kbit/s level from any input / output port is
configurable via the management systems.
<PAGE>
4.3.2. THE RADIO (CELL) SITE
The network-side (backhaul) interface to the Central Terminal is up to
4 x 2Mbit/s G703 / G704 interfaces. This is connected to the Access
Concentrator or directly to the Switch. In the DA system this backhaul
supports concentrated and compressed traffic.
4.3.3. THE SUBSCRIBER SITE
This is normally country specific in line with the national customer
terminal interface specification(s), and versions are available that
meet most requirements.
4.4. EQUIPMENT OVERVIEW
Airspan's systems consist of four main network elements:
. The Subscriber Terminal (ST) which is located at the end-user's
premises.
. The Central Terminal (CT) which is located at the radio site or at the
switch site.
. The Access Concentrator (AC) which is normally located at the switch
site. This is only required for the Demand Assigned version of the
system.
. The Management system (EM or SC) which is normally located at an
Operator's network management center.
4.4.1. SUBSCRIBER TERMINALS
The portfolio includes 2 subscriber terminal types: internal and external
[GRAPHIC APPEARS HERE]
<PAGE>
4.4.1.1. THE SUBSCRIBER TERMINAL - EXTERNAL
The external ST consists of an outdoor wall or pole mounted Customer Radio
Unit (CRU) , an indoor AC Power Supply Unit (ACPSU) and termination jacks
(NTU) into which end-users plug standard Customer Premises Equipment, as
shown in the figure below:
[GRAPHIC APPEARS HERE]
There is a range of external STs available, each supporting different
services and numbers of lines:
The ST-V2 supports two 64kbit/s analogue telephony lines at the end-users
premises. This ST may operate in either Fixed or Demand Assigned modes.
The ST-V4 supports four 32kbit/s analogue telephony lines at the end-users
premises. This ST is optimized for pole mounting and may operate in either
Fixed or Demand Assigned modes.
The ST-I1 supports a basic rate ISDN, 2B+D (2 x 64kbit/s + 16kbit/s ) "S"
interface, and normally operates in Fixed Assigned mode.
The ST-D128 supports two 64kbit/s data channels on a G.703 interface, an
optional converter can be used to provide either 2 x 64kbit/s V.35, 2 x
64kbit/s X.21 or 128kbit/s interfaces for data applications.
The ST-M120 is a multi-line terminal that allows the provision of up to 120
VF "graded telephony" lines to an end-users premises. Lines are provided in
modules of 6.
The ACPSU can be supplied with or without backup batteries.
4.4.1.2. THE SUBSCRIBER TERMINAL - INTERNAL
The architecture of the internal ST is different from the external ST in
that the outdoor radio unit includes only the antenna and an RF front end.
The outdoor unit is therefore smaller, lighter and easier to install in
most applications. The majority of the electronics is in the indoor
enclosure. This is connected to the outdoor unit by a drop cable.
[GRAPHIC APPEARS HERE]
<PAGE>
There is a range of Internal STs available, each supporting different
services and numbers of lines.
The ST-R1 supports one 32kbit/s or 64kbit/s analogue telephony line at
the end-users premises. Provisioning is by the management system.
The ST-R2 supports two 32kbit/s or 64kbit/s analogue telephony lines at
the end-users premises. Provisioning is by the management system.
The ST-B1 supports a basic rate ISDN, 2B+D (2 x 64kbit/s + 16kbit/s ) "S"
interface, and normally operates in Fixed Assigned mode.
The ST-L128 supports 654kb/s or 128 kb/s clear channel data services via
an RS530 interface.
Internal STs are powered from the AC mains supply, with or without backup
batteries.
4.4.2. THE CENTRAL TERMINAL
The CENTRAL TERMINAL (CT) is the Base Station. This is deployed in omni
or sectored cell configurations supporting variable numbers of STs per
cell. The CT is a multi-service platform hosting single and dual line
telephony, multi-line telephony, digital data leased lines and ISDN basic
rate interfaces. The CT can operate in two modes, depending on the type
of service and traffic levels supported. Fixed Assignment is used when
STs must have a dedicated radio link. Demand Assignment is utilized when
STs can share the available radio resources, and sustain an "engineered"
grade of service.
The CT provides the traffic interface to the network switching, either
directly for Fixed Assigned systems or via the Access Concentrator for
Demand Assigned systems. The CT also provides an interface to the
management systems.
4.4.3. THE ACCESS CONCENTRATOR
The Access Concentrator (AC) is required when the system is operating in
"Demand Assigned" mode to de-multiplex the traffic concentrated on the air-
interface for presentation to the network switching equipment. Also in
system versions using 32kbit/s compression the decompression to 64kbit/s is
performed within the AC.
<PAGE>
4.5. THE MANAGEMENT SYSTEMS
Airspan's Management systems monitor, test and configure the WFA systems:
. SiteSpan Site Controller: a standalone "CRAFT terminal" for
installation, operation and maintenance of the system.
. SiteSpan Manager: a scaleable, distributed PC based management system.
. Element Manager (SNMP): a centralized, UNIX based management system.
[GRAPHIC APPEARS HERE]
For Demand Assigned systems, interfaces for connection to the management system
are supported as follows:
. AC: 2 x RS232, 9600 baud
. AC: 2 x Ethernet, optional
. CT modem shelf: 2 x RS232, 9600 baud
. CT modem shelf: 1 x Ethernet, optional
. CT modem shelf: embedded within E1, backhauled to the AC.
Management communications routing is flexible. The AC supports consolidation of
management communications from dependent CT equipments to provide a single
management interface.
<PAGE>
5. SYSTEM AIR INTERFACE
5.1. CDMA TECHNOLOGY
Airspan's systems use a radio air-interface, specifically designed for
Wireless Fixed Access to provide high quality, and low delay bearers for
telephony, data and ISDN services
The systems use Direct Sequence Spread Spectrum Code Division Multiple
Access (DS-CDMA) on the air-interface between the CT and STs, allowing
multiple radio links to share the same RF channel. A set of specialized
codes is used which are shared between the ST and its corresponding modem
in the CT.
There are two stages to the CDMA modulation / demodulation process. Firstly
direct sequence spreading is performed on each individual radio link by a
pseudo-random noise (PN) code. Then multiple access, where multiple links
share the same RF channel, is achieved by using a set of orthogonal
Rademacher - Walsh (RW) codes. The PN and RW codes are combined into a
unique and shared composite code used to modulate and demodulate each radio
link.
Airspan's systems implement a version of CDMA optimized for fixed access
This is significantly different from other commercial CDMA implementations,
such as IS-95, which are optimized for mobile cellular and PCS
applications.
The following table demonstrates the difference in implementation and
performance between the two systems:
<TABLE>
<CAPTION>
Cellular (IS-95) Fixed (Airspan)
------------------------------- ---------------------
<S> <C> <C>
Application PCS Wireless Fixed Access
Frequency of operation 8-900,1800-1900 MHz 1.3-3.6GHz
RF Channels (BW) 1.23MHz 3.5MHz
Channel Bit Rate 9.6kbit/s To 144kbit/s
Processing Gain 21 dB 12-24dB
Processing Delay {greater than}20ms {less than}1ms
FEC 1/3 1/2
Code Structure Quasi Orthogonal Orthogonal
Receiver Type Rake Coherent
RF Synchronized No Yes
Synchronized Base Yes No
Stations Required
</TABLE>
<PAGE>
5.2. AIR-INTERFACE STRUCTURE
The system's Radio Interface structure supports both "Fixed" and "Demand"
assignment of radio channels. The air-interface protocol and structure is
compatible between both assignment types. The basic structure of the
interface is shown below:
[GRAPHIC APPEARS HERE]
SYSTEM AIR-INTERFACE STRUCTURE
Depending on the service applications and traffic levels to be supported,
this structure is used in two different ways:
5.2.1. FIXED ASSIGNMENT
The "Fixed Assigned" radio interface makes a permanent allocation of a
radio link, operating within a RF channel to a subscriber terminal. Each
link provides up to 144kbit/s of User Payload and 16kbit/s of OAM. In
telephony applications where the subscriber is "on-hook" the ST will use
"rate switching", reducing the link bandwidth to 10kbit/s, and hence
decreasing the level of Access Noise on the RF channel. For Fixed Assigned
telephony applications each subscriber terminal supports 2 subscriber
circuits.
[GRAPHIC APPEARS HERE]
FIXED ASSIGNED AIR-INTERFACE STRUCTURE
<PAGE>
5.2.2. Demand Assignment
The "Demand Assigned" Radio interface makes a temporary call by call
assignment of channels, to Subscriber Terminals in residential telephony
applications, where the per line traffic allows the provision of Graded
Service. The radio interface differs in that links are allocated as
either Traffic, or Control channels.
[GRAPHIC APPEARS HERE]
DEMAND ASSIGNED AIR-INTERFACE STRUCTURE
Within each RF Channel a pool of traffic channels (TCH) supports a mix of
32, 64, and 144kbit/s services. Pool management is dynamic so that
channels may be made available as 32, 64, and 144kbit/s on demand. The
size of the traffic pool is automatically and dynamically sized based on
radio interface performance and the grade of service requirements thus
controlling the level of Access Noise. The pool can be extended if the
interference level permits, or reduced if access noise is too great. The
DA access protocol can also support one or more priority channels which
allow guaranteed access for emergency calls. The channels allocated to
traffic are pooled and configured as either 10 - 13 x 144kbit/s, 20 - 26 x
64kbit/s, or 40 - 52 x 32kbit/s. Two links are reserved for OAM and Call
Control.
Each link operates using a master RW code to provide a 160kbit/s channel.
These links are then sub-divided using 2nd level RW codes that allow the
construction of 2 x 80kbit/s or 4 x 40kbit/s smaller granularity links,
while maintaining the same Spectral Density. Hence TCHs are composed of
either 160kbit/s, 80kbit/s or 40 kbit/s links.
STs maintain communication with CT via the Call Control link, using an
"Ethernet" like protocol. All STs are continually polled, and receive
regular downloads of available TCHs and their channelisation (i.e.
144kbit/s, 64kbit/s or 32kbit/s).
STs track available TCHs to permit "fast acquisition". When a user's line
goes "off-hook", STs request allocation of a TCH from the available pool.
The CT instructs STs to "seize" a particular TCH, if access noise permits.
<PAGE>
Traffic engineering is via the management system, which allows the
following parameters to be programmed:
. Minimum / maximum number of traffic channels
. Number of access channels
. Demand access protocol type
. BER grade of service threshold
. Call blocking threshold
. Number of priority channels
5.3. FREQUENCY RANGES SUPPORTED.
Airspan's systems operate in various frequency ranges within the ITU-R and
ETSI 2GHz and 3GHz frequency ranges. The specific channel plans available
(see Appendix B) operate in frequency bands at:
. 1.9GHz, in accordance with US PCS Band allocations
. 2.0-2.3GHz, in accordance with CEPT/ERC/Rec. 13-01E, Annex C, with
175MHz duplex spacing
. 2.3-2.5GHz, in accordance with ITU-R 746, with 94MHz duplex spacing
. 3.4-3.6GHz, in accordance with CEPT/ERC/Rec. 14-03E (Turku 1996), with
100MHz duplex spacing
The systems operate in Licensed spectrum, normally co-ordinated with other
users by the licensing authority. Coexistence with other systems is in-
line with ETS 301 055 and 301 124.
5.4. RADIO LINK BUDGET
Airspan's systems operate in rural, suburban and urban areas in either
omni-cell or sectored cell configurations.
System performance is governed by the link loss relative to available Link
Budget. Therefore for shorter links Line Of Sight (LOS) propagation is not
necessarily required and Near Line Of Sight (NLOS) links operate
satisfactorily.
The system range is dependent on the location and ground height of the CT
sites and tower heights, relative to the ST locations and the environment
in which the system is operating. Ref. 5.5.
<PAGE>
5.4.1. LINK BUDGET (UPLINK)
The following example is based on operation at 2.2GHz:
ST PA output power +21.0 dBm
ST Cable and connector loss -0.5 dB
ST antenna gain +9.0 dBi
ST effective radiated power (a), per link +29.5 dBm
Central Terminal (CT) antenna gain (b), Omni +10.5 dBi
CT Cable and connector loss (d), 50m length -3.5 dB
CT Receiver sensitivity for 10-7 BER (e) -98 dBm
Maximum path loss (j=a+b-d-e) 134.5 dB
Fade Margin for 99% Link availability 4 - 10 dB
5.4.2. LINK BUDGET (DOWN-LINK).
CT PA output power, per link +21.0 dBm
CT Cable and connector loss, 50m length -3.5 dB
CT antenna gain, Omni +10.5 dBi
CT effective radiated power, Per Link (a) +28.0 dBm
ST antenna gain (b) 9.0 dBi
ST Cable and connector loss (C) -0.5 dB
ST Receiver sensitivity for 10-7 BER (d) -98 dBm
Maximum path loss (j=a+b+c-d) 134.5 dB
Fade margin for 99% Link availability 4 - 10 dB
5.5. CELL PLANNING CRITERIA
Airspan's portfolio includes AirPlan, an RF coverage prediction tool which
is used to optimize CT site locations for area coverage. See section 9.
The system range depends on the propagation conditions which are a function
of the environment in which the system is deployed:
. In a Rural environment 2nd order propagation is assured, giving a range
of typically 8 - 15km. Line density is typically 1 - 10 per km2.
. In a Sub-urban environment 3rd order propagation is assured, giving a
range of typically 5 - 8km. Line density is typically 10 - 100 per km2
. In an Urban environment 4th order propagation is assured, giving a
range of typically 3 - 5km. Line density is typically 100 - 500 per
km2..
<PAGE>
Typical planning parameters used are as follows:
Propagation prediction model See comments below
Link Availability % 99%
Required C/I for frequency allocation 8.0dB
Frequency reuse for maximum load N = 3
Minimum RF spacing, one sector Adjacent plus One - 7MHz
Minimum RF spacing, one site Adjacent - 3.5MHz
Guard band requirements Per CEPT / ITU channel plan
The system adheres to the typical microwave propagation model, i.e. for
rural areas:
Path Loss = 32.44 + 20Log D + 20Log F, assuming 0.6 FZC is achieved.
Testing has shown that the impact of an obstruction on the system closely
mirrors theoretical work on propagation modeling by ITU-R (CCIR) for
microwave point-to-point systems in the 2 and 4GHz bands.
The model that best describes the effect of grazing on the radio path is a
derivative from a "multiple knife edge diffraction" model. The basic work
on this model was done by Bullington in 1947, and was finally refined by
Deygout in 1966, when it appeared in CCIR Report 715. This methodology is
an extension of a single knife edge diffraction calculation.
In 1971 ASIS showed how this approach could be extended using "multiple
rounded obstacles", in place of multiple knife edges. This is the basis for
the Airspan's propagation model. The technique employed to calculate these
type of losses is defined in CCIR Rec. 526-2, and involves representing the
path as a series of "cascaded cylinders".
<PAGE>
6. SERVICES SUPPORTED
6.1. WIRELINE-EQUIVALENT SERVICES.
The following services are supported:
. TELEPHONY, including the in-band support for G3 facsimile and data
modems operating at up to 56kbit/s.
. CLASS services as supported by the Local Switch.
. LEASED LINE data services supporting currently 2 x 64kbit/s per ST.
Future enhancement to 6 x 64kbit/s are planned.
. BASIC RATE ISDN. All ISDN implementations fully support:
- ETS 300 011 / 012 -
- ETS 300 125 - Basic Call Layer 2 Data Link Layer
I.440 & I.441 - Q.921
- ETS 300 102 - Basic Call Layer 3 (Q.931)
Interfaces are generally defined by the ITU-T (CCITT)
recommendations, I.420 (for Basic Rate) and I.421 for Primary Rate.
Specification for Bearer Services are based on ITU-T
recommendations I.230 and I.231.
- Circuit Mode Bearer Service 64kbit/s unrestricted 8kHz structured
(ETS 300 108)
- Circuit Mode Bearer Service 64kbit/s 8kHz structured for
3.1kHz Audio (ETS 300 110) Specification for Basic
Teleservices are:
- Definition of Teleservices (I.240) Blue Book, Teleservices
supported by an ISDN (I.241)
- Telephony Part 1, Telefax 4 Part 3, Mixed Mode Part 4
- Circuit Mode Teleservice Telephony 3.1kHz (ETS 300 111)
- Circuit Mode Telefax Group 4 (ETS 300 120)
- Telephony 7 kHz (ETS 300 263)
- Video Telephony (ETS 300 264)
The systems also supports the following ISDN Supplementary Services.
- Calling Line Identification Presentation (CLIP) ETS 300 092
- Calling Line Identification Restriction (CLIR) ETS 300 093
- Direct Dialling In (DDI) ETS 300 064
- Multiple Subscriber Number (MSN) ETS 300 052
- Terminal Portability (TP) ETS 300 055
- Sub Addressing (SUB) ETS 300 061
- Call Forwarding Unconditional (CFU) ETS 300 027
<PAGE>
- Call Waiting (CW) ETS 300 058
- Call Hold (HOLD) ETS 300 141
- Closed User Group (CUG) ETS 300 138
- Advice of Charge at end of Call (AOC-E) ETS 300 182 Fixed
Assigned Radio Interfaces are fully Service Transparent.
- Full support for D-channel Services, including D-Channel
Packet Access
- Support Varies by Network Interface Types (assumed to be V5.1)
D-Channel Packet Access Specifications supported include:
- ETS 300 007- Support of packet-mode terminal equipment by an
ISDN
- ETS 300 048 - ISDN Packet Mode Bearer Services (PMBS) ISDN
Virtual Call (VC) and Permanent Virtual Call (PVC)
- ETS 300 049 - ISDN Packet Mode Bearer Services (PMBS) ISDN
Virtual Call (VC) and Permanent Virtual Call (PVC)
- ETS 300 099 - Specification of the Packet Handler Access Point
Interface (PHI)
In addition the following D-channel based Supplementary Services are
supported.
- ETS 300 286 - User to User Signaling (UUS)
Demand Assigned Radio Interfaces are "Semi" Service Transparent.
- Only support limited D-channel based Services
- Bandwidth for Packet Access and/or D-Channel Supplementary
Services is limited to 40kbit/s per RF channel.
6.2. DATA SERVICES SUPPORT
6.2.1. DATA RATES.
Up to 56kbit/s in the voice band using the 64kbit/s codec, and
9.6kbit/s using the 32kbit/s ADPCM codec.
6.2.2. BIT ERROR RATES.
Typically better than 10-6
6.2.3. TRANSMISSION DELAYS.
One way system delays are below 10ms, having a minimal impact on data
applications.
6.2.4. DIRECT DATA INTERFACES.
The external and internal STs support ISDN and the internal ST also
supports RS-232 and / or 10baseT interfaces.
<PAGE>
6.3. ACCESS TO THE INTERNET
The following options are currently supported by the system:
. Use of in-band data modem on a circuit switched basis
. Use of ISDN on a circuit switched basis
. Use of leased lines on a dedicated basis
Use of packet based access in conjunction with circuit switched
telephony service is a future feature.
6.3.1. PACKET ACCESS CAPABILITIES.
The Demand Assigned system has a number of characteristics which make
it highly suitable for packet based Internet access.
. Residential Internet access is mostly asymmetric, with
downstream traffic typically 10 times upstream rate. The
system has greater capacity on the CDMA downlink than on CDMA
uplink.
. The ST already contains a digital interface (i.e. RS-232 link)
. The ST will operate at up to 384kbit/s. STs can receive data
on multiple RW links, making the potential bandwidth of any
digital service up to 384kbit/s downstream and up to 128kbit/s
upstream.
. In this application the system is "end-to-end digital" -
removing analogue A/D and offering improved performance
compared with copper/voice band modem solutions.
. The system has error protection facilities that can ensure
high quality data delivery.
. The system has built-in HDLC facilities that enable the system
to support packet data access.
[GRAPHIC APPEARS HERE]
WIRELESS INTERNET ACCESS
<PAGE>
6.4. HIGH BANDWIDTH TRANSMISSION.
. Up to 384kbit/s is supported to an ST to support video and
multi-media applications.
. The next generation implementation will in addition support
user bit rates of up to 2Mbit/s, and will therefore offer
operators a radio-based alternative to copper-based DSL
systems - extending the range of DSL service beyond that of
copper.
6.5. SPEECH CODING
The system is based on either 64kbit/s PCM, to support full wireline
equivalent services, or 32kbit/s ADPCM for those applications where
higher line density and quasi-wireline services are required.
6.6. System Security
ST authentication is carried out on a per call basis. Authentication
uses encryption techniques to prevent an authentication response from
being decoded and mimicked. An authentication request is issued by the
CT equipment, which transmits a random code to the ST. The ST response
is formed by non-linearly combining the random code with a known key.
The key used for authentication comprises a static portion based on an
unalterable electronic serial number (ESN) and a dynamic portion, which
is updated following each authentication. Full authentication is
delayed until the time critical phase of call set-up has been
completed.
Authentication failure causes an alarm to be generated. Service
blocking on authentication failure is configurable via the management
system.
The ST serial number contains a portion which is unique and
unalterable, i.e. not held in a memory that could be altered or
duplicated. This portion of the serial number is 32-bits in size.
<PAGE>
7. SYSTEM CAPACITY - DEMAND ASSIGNED
7.1. RADIO (RF) CHANNEL CAPACITY.
The capacity calculations shown below are for a single (3.5+3.5MHz) RF channel
operating in a single Omni-cell or cell sector.
7.1.1. NUMBER OF TRAFFIC CHANNELS (TCHS) FOR ISOLATED CELL.
144kbit/s 64kbit/s 32kbit/s
--------- -------- --------
Omni-directional cell 13 26 52
Three sector cell 39 78 156
7.1.2. NUMBER OF TCHS FOR CONTIGUOUS CELL PATTERN.
144kbit/s 64kbit/s 32kbit/s
--------- -------- --------
Omni-directional cell 10 20 40
Three sector cell 30 60 120
7.1.3. DYNAMIC FREQUENCY ALLOCATIONS
Where multiple RF channels are supported from a single CT equipment,
then STs will be offered service from all RF channels to support:
. Fault tolerance: should a CT modem shelf fail, an ST may
automatically switch to an alternative frequency for service
for the duration of outage
. Increased trunking efficiency of the air-interface
. Traffic load balancing: An ST may be moved through manual
intervention using the management system in order to balance
traffic load across multiple CTs
. Frequency diversity: An ST may be moved through manual
intervention using the management system in order to improve
radio link performance
At provisioning, an ST will be allocated a 'home' CT shelf (RF Channel)
through which all usual management communications may be directed. The
ST will be notified of other potential RF channels via management
communications.
7.2. INFRASTRUCTURE CAPACITY
The following models show typical infrastructure line capacity as a
function of:
. RF Spectrum allocation
<PAGE>
. Isolated Cell [1] or Contiguous [2] deployment
. Various per line traffic levels, based on 1% GOS (Erlang B)
7.2.1. 32KBIT/S TELEPHONY
Spectrum Allocated: 10.5 + 10.5 MHz 21 + 21 MHz 42 + 42 MHz
--------------- ----------- -----------
Cell Configuration 3 - Sector 3 - Sector 3 - Sector
#RF / Sector 1 2 4
#RF / Cell 3 6 12
[1] [2] [1] [2] [1] [2]
--- --- --- --- --- ---
TCH / Sector 52 40 104 80 208 160
Erls. / Sector (1%Gos) 40 26 85 65 180 140
Erls. / Cell 120 78 255 195 540 420
Lines per cell / Traffic (mE)
[1] [2] [1] [2] [1] [2]
--- --- --- --- --- ---
- 40 mE 3,000 1950 6,375 4,875 13,500 10500
- 75 mE 1,600 1,040 3,400 2,600 7,200 5,600
- 100 mE 1,200 780 2,550 1,950 5,400 4200
7.2.2. 64KBIT/S TELEPHONY OR DATA SERVICE
Spectrum Allocated: 10.5 + 10.5 MHz 21 + 21 MHz 42 + 42 MHz
--------------- ----------- -----------
Cell Configuration 3 - Sector 3 - Sector 3 - Sector
#RF / Sector 1 2 4
#RF / Cell 3 6 12
[1] [2] [1] [2] [1] [2]
--- --- --- --- --- ---
TCH / Sector 26 20 52 40 104 80
Erls. / Sector (1%Gos) 17 12 40 29 85 65
Erls. / Cell 51 36 120 78 255 195
Lines per cell / Traffic (mE)
[1] [2] [1] [2] [1] [2]
--- --- --- --- --- ---
- 40 mE 1275 900 3000 1950 16375 4875
- 75 mE 680 480 1600 1040 3400 2600
- 100 mE 510 360 1200 780 2550 1950
7.3. SYSTEM CAPACITY LIMITS
. Up to 2048 Subscriber Terminals (STs) per RF channel.
. Up to 4 RF channels per Central Terminal (CT). Supported by up
to 4 x 2Mbit/s links to the host Access concentrator (AC).
<PAGE>
. Up to 12 RF channels provisioned in 3 Central Terminals per
Cell site. Supported by up to 12 x 2Mbit/s links to the host
Access Concentrator (AC).
. The AC supports up to 64 x 2Mbit/s links to the Switch for
each group of 4 x 2Mbit/s links to the CT.
<PAGE>
8. EQUIPMENT DETAILS
8.1. INFRASTRUCTURE
All internal CT and AC system components are be packaged so that they fit
into an ETSI style equipment practice, 2200mm x 600 mm x 300mm. The
mechanical design is modular and does not preclude the co-location of CT RF
/ modem shelves and AC shelves. Up to 4 RF channels (CT modem shelves)
share a single RF combiner shelf. There is no forced air cooling.
[GRAPHIC APPEARS HERE]
8.1.1. TEMPERATURE AND HUMIDITY LIMITS
-5 to +45 deg. C. 95% relative humidity.
8.2. Power Requirements
Supply voltages: -21.8 to -70VDC. -48VDC nom.
Consumption: AC Shelf (68 E1 ports): 140W
CTRF Combiner (4RF): 300W
CT Modem Shelf: 120W (Up to 4 per CT)
8.3. Antenna configurations.
. Omni antenna assembly
. Directional antenna assembly (65deg.)
. Directional antenna assembly (120deg.)
Typical height of the antenna tower employed is 15m.
<PAGE>
The antenna interface is N-type connector, 50 ohm. Provision is made
for earthing the RF feeder to the top of the tower and at the building
entry point.
8.4. INSTALLATION AND COMMISSIONING
Up to 5 man-days per CT including rigging of antenna system on an
existing tower.
8.5. SUBSCRIBER (ST) EQUIPMENT
8.5.1. SIZE
External ST Outdoor Radio unit (CRU) 305 x 250 x 95mm
External ST Indoor PSU 225 x 300 x 100mm
Internal ST (ST-R) 280 x 190 x 35mm
8.5.2. WEIGHT
External ST: CRU: 4kg, PSU: 7kg
Internal ST: 0.7kg
8.5.3. POWER CONSUMPTION
External ST: 14W
Internal ST: 6W
8.5.4. BATTERY BACKUP.
24V battery backup is typically 4 hours, using standard rechargeable
batteries. Charge time is 10 hours. This can be extended by the use of
external batteries. Optional solutions are available to extend to 24
hours.
8.5.5. PAY PHONE SUPPORT
Subscriber terminals support 12kHz or 16kHz subscriber pulse metering
SPM and polarity reversals.
8.5.6. RINGER LOADS AND DROP DISTANCES.
External ST: Ringer load REN = 4
VF Drop length 5km max (cable quality dependent)
Internal ST: Ringer load REN = 2
VF Drop length 200m max (cable quality dependent)
8.5.7. ST Antenna characteristics.
External directional antennas are used for both ST types.
8.5.8. EXTERNAL ST
Flat plate Antennas are integrated into the outdoor radio unit (CRU)
enclosure
<PAGE>
Gain 9.0dBi
3dB HHPBW + 15(DEGREES)
3dB VHPBW + 33(DEGREES)
Front to back ratio 20dB
Return loss 14dB
8.5.9. INDOOR ST.
Various options are available:
Gain 10dBi to 17dBi
3dB HHPBW +8(DEGREES)
3dB VHPBW +15(DEGREES)
Front to back ratio 20dB
Return loss 14dB
8.5.10. INSTALLATION & COMMISSIONING
Approximately 1.5 hours for the External ST and 1 hour for the Internal ST.
<PAGE>
9. RF AND DEPLOYMENT PLANNING
The use of radio to replace the traditional use of copper in the access network
requires modifications to an operator's normal deployment planning process, with
emphasis on radio coverage and frequency planning aspects.
As an aid to this planning process a fully equipped RF planning tool, called
AirPlanTM, including all necessary hardware and software can be supplied. The
AirPlanTM tool maps end-users to cell-sites based on the anticipated traffic
levels.
[GRAPHIC APPEARS HERE]
Thorough implementation of the RF planning process will provide an operator with
a high degree of confidence that satisfactory radio coverage can be achieved at
the desired ST locations from a given CT, or set of CT locations. Due to the
nature of radio propagation trees or other buildings in the vicinity of a
particular end-user location may affect the signal level at that location.
Therefore, the planning process cannot guarantee the viability of an end-user
connection, and certain local checks are required prior to the installation of
an ST on an end-user's building.
<PAGE>
APPENDIX A: VOCABULARY
AC Access Concentrator, Central Control Station
ADPCM Adaptive Differential Pulse Code Modulation. The technology used in the
codec (COder/DECoder) in DECT systems. A 32 kbit/s codec is specified.
BER Bit Error Ratio
CAS Channel Associated Signaling
CCS Central Controller Station
C/I Carrier to Interference ratio
CDMA Code Division Multiple Access
CRS Central Radio Station
CRU Customer Radio Unit
CT Central Terminal,
DA Demand Assignment of air-interface
DASS2 Digital Access Switching System 2.
DECT Digital European Cordless Telephony
DS-CDMA Direct Sequence-Code Division Multiple Access
DSS1 2Mbit/s Switch Interface
E1 European 2Mbit/s line standard
EM Element Manager
ERP Effective Radiated Power
ETSI European Telecommunications Standards Institute
FA Fixed Assignment of air-interface.
GSM Global System for Mobile Communications
GUI Graphical User Interface
HHPBW Horizontal Half Power Bandwidth
ISDN Integrated Services Digital Network
ITU International Telecommunications Union
LOS Line Of Sight
MTBF Mean Time Between Failure
NLOS Near Line Of Sight
NTU Network terminating Unit
PA Power Amplifier
PCM Pulse Code Modulation
<PAGE>
PCS Personal Communications Services
PHS Personal Handyphone System
PLMN Public Land Mobile Network
PN Psuedo-random Number
POTS Plain Old Telephone Service
PSTN Public Switched Telephone Network
PSU Power Supply Unit
RS Repeater Station
RW Rademacher - Walsh
SNMP Simple Network Management Protocol
SC Site Controller
SPM Subscriber Pulse Metering
ST Subscriber Terminal, Terminal Station
TE Terminal Equipment
TS Terminal Station
TCH Traffic Channel
VHPBW Vertical Half Power Bandwidth
WFA Wireless Fixed Access
WLL Wireless Local Loop
<PAGE>
APPENDIX B - RF CHANNEL PLANS
Airspan's systems support WFA system implementation in various frequency ranges
within the ITU-R and ETSI 2GHz and 3GHz frequency ranges. The specific
implementations currently available operate in frequency bands at 1.9GHz, 2.0-
2.3GHz, 2.3-2.5GHz and 3.4-3.6GHz in accordance with the "channel plans" shown
below.
The RF channelisation is 2.5/3.5/4.0MHz and Frequency Division Duplexing (FDD)
is used. The basic requirement for system operation is for a single RF channel,
with go-return spacing dependant on the channel plan used.
[GRAPHIC APPEARS HERE]
<PAGE>
2.0-2.3GHZ, CHANNEL PLAN: C1
[GRAPHIC APPEARS HERE]
2.0-2.3GHz, Channel Plan: C2
[GRAPHIC APPEARS HERE]
2.0-2.3GHZ, CHANNEL PLAN: C3
[GRAPHIC APPEARS HERE]
<PAGE>
2.3-2.5GHZ, CHANNEL PLAN: S1
[GRAPHIC APPEARS HERE]
2.3-2.5GHZ, CHANNEL PLAN: S3
[GRAPHIC APPEARS HERE]
<PAGE>
3.4-3.6GHZ, CHANNEL PLAN: X1
[GRAPHIC APPEARS HERE]
3.4-3.6GHZ, CHANNEL PLAN: X3
[GRAPHIC APPEARS HERE]
<PAGE>
ANNEX 4 - PRICE SUMMARY
------------------------
The pricing for this contract shall be as defined below:
<TABLE>
<CAPTION>
DESCRIPTION QUANTITY Unit EXTENDED COST
Cost (US) (US)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Infrastructure Equipment
---------------------------------------------------------------------------------------------------------------
Base Station consisting of 3 x Airspan Central Terminals, * * *
each equipped with two (2) FA Modems Shelves and one (1)
DA Modem Shelf. 6 x 65 degree Directional Antenna System.
Equipment operates in Airspan's C-Band. Each Base Station
is supported by a single Access Concentrator equipped
with one (1) shelf.
---------------------------------------------------------------------------------------------------------------
TOTAL INFRASTRUCTURE *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
SUBSCRIBER EQUIPMENT
---------------------------------------------------------------------------------------------------------------
Basic Rate ISDN Terminals * * *
---------------------------------------------------------------------------------------------------------------
Data Terminals * * *
---------------------------------------------------------------------------------------------------------------
2-Line Voice Terminals * * *
---------------------------------------------------------------------------------------------------------------
16-Line Voice Terminals * * *
---------------------------------------------------------------------------------------------------------------
TOTAL SUBSCRIBER TERMINALS *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
NETWORK MANAGEMENT EQUIPMENT
---------------------------------------------------------------------------------------------------------------
Sitespan Management System for 9 Base Station Sites and 9 - * *
Access Concentrators
(as detailed above)
---------------------------------------------------------------------------------------------------------------
TOTAL MANAGEMENT *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
SERVICES AND MISC. TOOLS
---------------------------------------------------------------------------------------------------------------
Installation and Commissioning (of Infrastructure) - - *
---------------------------------------------------------------------------------------------------------------
Project Management - - *
---------------------------------------------------------------------------------------------------------------
Radio Planning - - *
---------------------------------------------------------------------------------------------------------------
Site Surveys - - *
---------------------------------------------------------------------------------------------------------------
System and Site Acceptance Testing - - *
---------------------------------------------------------------------------------------------------------------
Training - - *
---------------------------------------------------------------------------------------------------------------
Survey Tool and LCU * * *
---------------------------------------------------------------------------------------------------------------
TOTAL SERVICES *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
GRAND TOTAL *
---------------------------------------------------------------------------------------------------------------
</TABLE>
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
ANNEX 5 - PRICE LIST
---------------------
The detailed price list for this contract shall be is defined in section 1.
Optional detailed pricing is given in section 2.
As prices are in $US, and are quoted as CIP Colombo.
<PAGE>
SECTION 1: CONTRACT PRICING
INFRASTRUCTURE:
A Base Station designed to support:
-----------------------------------
- 45 Fixed Assigned Data Terminals
- 45 Fixed Assigned ISDN Terminals
- At least 400 Demand Assigned Voice Lines (on Single or Multiple Terminals)
(assumes a Grade of Service of 1% and 70mErl per Line)
The configuration for each Base Station consists of:
6 Sectored Antenna System with Feeders.
6 CT Racks, 3 RF Combiners.
6 Fixed Assigned Modem Shelves, 3 Demand Assigned Modem Shelves.
In-band Mgmt links to Host Switch (OMC).
CONTRACT PRICE = *
Access Concentrator designed to support voice lines from each Base Station:
---------------------------------------------------------------------------
Terminates 3 DA RF Channels
1 Rack, with 1 Access Concentrator Shelf
Terminates traffic to un-concentrated 2Mbit/s E1 CAS Interfaces (up to 16
Physical 2Mbit/s Interfaces)
CONTRACT PRICE = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
SUBSCRIBER TERMINALS:
The subscriber terminals offered in this contract are priced as follows:
Dual Line Voice Subscriber Terminal ST-R2
-----------------------------------------
- External Antenna
- Separate Interface Unit
- With batteries
- Separate PSU
- Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
CONTRACT PRICE = *
Multiple Line Terminals (16-Lines) ST-M16
-----------------------------------------
- Modular multi-service solution (Price for Voice only)
- External Antenna
- Separate Interface Unit
- Wide variety of interface options (Configured with 16 Telephone Lines)
- Separate PSU
- Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
CONTRACT PRICE = *
Basic Rate ISDN Terminal (Internal) ST-B1
-----------------------------------------
- So interface
- Full ISDN Powering Classes
- Wall or Pole Mounted
- Full Mgmt Functionality (ISDN Test Functions, RX/TX Level / Loopbacks)
CONTRACT PRICE = *
Digital Leased Line Terminal (Internal) ST-L128
-----------------------------------------------
- Integrated RS.530 interface
- V.35 and X.21 cable options
- Wall or Pole Mounted
- Full Mgmt Functionality (RX/TX Level)
CONTRACT PRICE = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
SITESPAN MANAGEMENT SYSTEM:
Client Equipment View (H/W and S/W)
-----------------------------------
CONTRACT PRICE = * PER NODE
Server Node (H/W and S/W)
-------------------------
based on the number of nodes deployed. (A node is an Access Concentrator Shelf,
RF Combiner or Modem Shelf)
CONTRACT PRICE QTY/CUMULATIVE PRICE
- 1-200 = *
- 201-300 = *
- 301-UPWARD = *
Authentication and Fraud Module
-------------------------------
In addition to the Standard OA&M facilities, an optional module is available
that provides Authentication of Subscriber Terminals and Fraud Prevention.
THE CONTRACT PRICE IS BROKEN INTO TWO PARTS:
- RIGHT TO USE FEE FOR WHOLE NETWORK = *
- PRICE PER ST = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
OTHER EQUIPMENT AND TOOLS:
Survey Tool / Installation Aid
------------------------------
THE CONTRACT PRICE FOR EACH SURVEY TOOL IS *
Level Control Unit
------------------
THE CONTRACT PRICE FOR EACH SURVEY TOOL IS *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
SERVICES - INSTALLATION AND COMMISSIONING:
The following services are offered.
Physical Installation (6 Sectored Base Station)
-----------------------------------------------
- Antenna Rigging
- Feeder Installation
- Grounding
- Cabling (Power, Signal, Mgmt)
- Rack Mounting
CONTRACT PRICE = * PER BASE STATION
System Commissioning (6 Sectored Base Station)
----------------------------------------------
- Load Plug-ins
- Initial Datafill
- RF Set-up
- Integration with host Access Concentrator / Switch
CONTRACT PRICE = * PER BASE STATION
Site Acceptance Testing - Commissioning Tests (6 Sectored Base Station)
-----------------------------------------------------------------------
- Commissioning Tests
- Site Functionality Tests
- Site Parametric Tests
- Integration Tests
- ST Installations (one per RF Channel)
- Site Coverage Tests
CONTRACT PRICE = * PER BASE STATION
Physical Installation (Access Concentrator)
-------------------------------------------
- Grounding
- Cabling (Power, Signal, Mgmt)
- Rack Mounting
CONTRACT PRICE = * PER ACCESS CONCENTRATOR
System Commissioning (Access Concentrator)
------------------------------------------
- Load Plug-ins
- Initial Datafill
- Integration with Base Stations / Host Switch
CONTRACT PRICE = * PER BASE STATION
System Acceptance Testing - on 9 Base Station Network
-----------------------------------------------------
- System Functionality Tests
- Operational Tests
- OA&M Tests
- Network Coverage Tests
CONTRACT PRICE = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
MAINTENANCE AND SUPPORT CHARGES:
The annual maintenance fee, after warranty, is based on the delivered volume of
----------------------
equipment.
This fee provides extended warranty on all software and hardware units, and
entitles Suntel to all new software / firmware updates free of charge. This fee
also includes Spares Management for Infrastructure equipment as detailed below.
The contract price of the annual service fees are defined as follows;
0-$10M = 2.5% of the value of the contract (Infrastructure, Mgmt and
Subscriber Terminals)
$10- 40M = $250,000 plus 1.3% of the value of the contract exceeding $10M
$40 and above = $640,000 plus 1% of the value of the contract exceeding $40M
The maintenance fee is calculated using the cumulative volume at the end of the
previous 12 month period, and falls due when warranty period expires.
SPARES MANAGEMENT (INFRASTRUCTURE ONLY)
Airspan also offers the service of Spares Management. This service removes the
need for Suntel to purchase a complete spares set. The price of the spares
management services is as follows;
After Warranty Period (includes extended warranty support for existing hardware
---------------------
but does not include software updates / new functionality).
4% OF INSTALLED INFRASTRUCTURE VALUE PER ANNUM = * (WHEN WARRANTY EXPIRES AND
EACH ANNIVERSARY THEREAFTER - MINIMUM OF 3 YEARS)
These Spares will be held in a location in Colombo, Sri Lanka.
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
TRAINING CHARGES:
Included within the Contract are two training courses, the first is held before
system deployment, the second is held after system deployment.
The first (pre-deployment) training course shall be 2 weeks in duration and
shall be limited to 12 students. If the training course is held in the UK,
Suntel are responsible for all travel and living expenses.
The second (post-deployment) training course shall be 1 week in duration and
shall be limited to 12 students. This course shall be held in Colombo, Sri
Lanka.
THE TOTAL CONTRACT PRICE FOR BOTH THE FIRST AND SECOND TRAINING COURSES IS *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
DOCUMENTATION:
One paper and one CD-ROM documentation set shall be provided free of charge.
Permission is granted by Airspan Communication Limited for the limited
copying / reproduction of this document set for Internal Suntel purposes only.
<PAGE>
SECTION 2: OPTIONAL PRICING
This section gives optional pricing for items not included within the initial
contract / purchase order.
SUBSCRIBER TERMINALS:
The price for optional subscriber terminals are as follows:
Basic Rate ISDN Terminal (External) ST-I1
-----------------------------------------
- So interface
- Full ISDN Powering Classes
- Wall or Pole Mounted
- Full Mgmt Functionality (ISDN Test Functions, RX/TX Level / Loopbacks)
CONTRACT PRICE = *
Digital Leased Line Terminal (External) ST-S128
-----------------------------------------------
- 120 ohm Twisted Pair Physical Interface
- G.703 / G.704 2Mbit/s Fractional E1
- Multiple Power Supply Options
- Wall or Pole Mounted
- Full Mgmt Functionality (RX/TX Level)
- V.35 or X.21 with optional converter
UNIT PRICE = *
Optional V.35 / X.21 Interface Converter for the External Lease Line Data
-------------------------------------------------------------------------
Terminal
--------
CONTRACT PRICE = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
OTHER EQUIPMENT AND TOOLS:
Radio Planning Tool - AirPlan
-----------------------------
AirPlan Lite = 50 Sites (Max. 150 Central Terminal Racks)
AirPlan = 500 Sites (Max. 1500 Central Terminal Racks)
ONE COPY OF AIRPLAN LITE LICENSED FOR USE ON ONE CPU = *
ONE COPY OF AIRPLAN LICENSED FOR USE ON ONE CPU = *
In addition to the initial purchase price, annual maintenance is available at
20% of purchase price.
The hardware computer platform for AirPlan is based on an industry standard Unix
Workstation from Sun Microsystems.
Hardware Configuration suitable for AirPlan or AirPlan Lite
-----------------------------------------------------------
CONTRACT PRICE FOR AIRPLAN HARDWARE PLATFORM = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
TRAINING CHARGES:
The initial contract include special pricing pre and post system deployment. The
price for additional training is given in the table below (per day per Student).
<TABLE>
<CAPTION>
--------------------------------------------------------- --------------------- ----------- -----------------
COURSE TITLE COURSE DAYS STUDENT
NUMBER TUITION
--------------------------------------------------------- --------------------- ----------- -----------------
<S> <C> <C> <C>
AS4000 Appreciation
AS001 1 *
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 - MAS001 5 *
Installation, Commissioning and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Subscriber Terminals (ST) - STMAS001A 1 *
Installation, Commissioning and Maintenance STMAS001B 1 *
STMAS001C 1 *
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Subscriber Terminals (ST) - VSTMAS001A 1 *
Installation, Commissioning and Maintenance VSTMAS001B 1 *
VSTMAS001C 1 *
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Central Terminal (CT) - CTCAS001 3 *
Installation and Commissioning
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Central Terminal (CT) - CTMAS001 2 *
Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
AS8100 (Sitespan) - SSOA001 2 *
Installation, Commissioning and System Operation
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Demand Assignment - MDA001 3 *
Installation, Commissioning and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 - Multiline - MASM001 2 *
Installation, Commissioning and System Operation
--------------------------------------------------------- --------------------- ----------- -----------------
AS8300 Management System - EMSAS001 2 *
System Support
--------------------------------------------------------- --------------------- ----------- -----------------
AS8300 Management System - EMOAS001 2 *
System Operators
--------------------------------------------------------- --------------------- ----------- -----------------
Litespan 120 - Channel Bank - MLS001 2 *
Installation, Commissioning and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
CP600/800 - CP601 2 *
Operations and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
</TABLE>
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
DOCUMENTATION:
Initial documentation is provided free-of-charge. If however Suntel require
Airspan to provide additional Documentation Sets these are available at the
following contract prices:
- PAPER BASED = *
- CD-ROM BASED = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
ANNEX 6 - DISCOUNT TABLE
------------------------
The prices for this project are given in Annex 4 and 5. No additional discounts
are provided.
<PAGE>
ANNEX 7 - EQUIPMENT AND SOFTWARE
---------------------------------
INFRASTRUCTURE:
The WLL System infrastructure (Central Terminals and Access Concentrators) are
designed to support 5,000 lines (or ISDN / Data equivalents). This is achieved
using a Base Station (Central Terminal) and Switch (Access Concentrator)
configuration as shown below.
[GRAPHIC APPEARS HERE]
The Initial 5k Infrastructure - Operates 9 RF Channels.
Each Base Station consists of 6 Racks.
Three racks contain an RF Combiners, and two Fixed Assigned (FA) Modem Shelves
for ISDN and Data. The RF Combiner is equipped with Dual DIP/LNA enabling two
antennas per RF Combiner.
The other three racks contain one Demand Assigned (DA) Modem Shelf and one rack
alarm. Space is available for an upgrade to two Demand Assigned Modem Shelves.
Each Base Station operates from 6 Directional Antennas. The Antennas are high
gain and have an HPBW of 65 degrees.
Each Base Station is supported by its own Access Concentrator.
Access Concentrators are installed at two locations, 4 Access Concentrator in
two racks on one switch site, and 5 Access Concentrators in 3 racks on another.
Each Base Station is linked back to the swith site using
9, 2Mbit/s G.703 / G.704 transmission links.
<PAGE>
SUBSCRIBER TERMINALS:
The Subscriber terminals offered within this contract are described below. They
support a mix of services and lines per terminal.
o Dual-line POTS internal Subs Terminals
o ISDN 2B+D internal Subs Terminals
o 128kbps Leased Line Data Terminal
o 16-line POTS internal Subs Terminals
DUAL LINE VOICE SUBSCRIBER TERMINAL
[GRAPHIC APPEARS HERE]
o External Antenna
o Separate Indoor Interface Unit (in either a Metal or Plastic Enclosure)
o Includes Battery Backup.
o Separate PSU
o Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
MULTIPLE LINE VOICE TERMINALS (16-LINE)
[GRAPHIC APPEARS HERE]
o Modular multi-service solution (Voice, ISDN and Data)
o External Antenna(s)
o Separate Interface Unit
o Wide variety of interface options (Configured with 16 Telephone Lines)
o Separate PSU
o Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
<PAGE>
BASIC RATE ISDN TERMINALS
[GRAPHIC APPEARS HERE] or [GRAPHIC APPEARS HERE]
o So interface
o Full ISDN Powering Classes
o Wall or Pole Mounted
o Full Mgmt Functionality (ISDN Test Functions, RX/TX Level / Loopbacks)
o (Phase 1 ISDN terminals shall only be External Design)
DIGITAL LEASED LINE TERMINALS
[GRAPHIC APPEARS HERE] or [GRAPHIC APPEARS HERE]
o 120 ohm Twisted Pair Physical Interface - Includes integrated RS.530 I/F)
o G.703 / G.704 2Mbit/s Fractional E1 - Interface converter not needed
o Multiple Power Supply Options - V.35 and X.21 cable options
o Wall or Pole Mounted - As D128
o Full Mgmt Functionality (RX/TX Level)
o V.35 or X.21 with optional converter
(Phase 1 Data terminals shall only be External Design with Optional Data
Converter)
<PAGE>
SURVEY TOOL / INSTALLATION AID
The Airspan Survey Tool provides for the efficient planning of CRU location at
the Subscriber Terminal. It may also be used as a tool for surveying the signal
coverage area of a given Central Terminal.
[GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE]
It consists of a telescopic mast attached to a tripod base, CRU, Drop Cable, and
a Test Box. The mast is erected as near to a probable CRU location as possible
and is raised to the mounting height of the CRU. The CRU is panned to assess the
signal strength at that location. The test box gives a readout of the values of
AGC and Power Control readings that can be related to the levels recorded on the
CRU calibration label. Details of the position, height, and panning angle can
then be recorded for use by the installer.
<PAGE>
LEVEL CONTROL UNIT
The Level Control Unit (LCU) can be used in two ways. This first is for system
commissioning the second is the ongoing maintenance of a System. The LCU basic
operation is poll each modem shelf (RF channel) on a hourly or daily basis to
ensure the receiver setting is at its optimum. This ensures system performance
is maintained at all times.
One Level Control Unit may be shared by up to four modem shelves in a single
rack.
The Level Control Unit operates by periodically acquiring a full low rate RF
downlink / uplink through RF cabling coupled into the CT transmit / receive
antenna ports. Knowledge of the path loss between the Level Control Unit and RF
antenna port allows the LCU to instruct the Shelf Controller to adjust RF
receive level as required.
The level control unit is an optional item
[GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE]
<PAGE>
ANNEX 8 - OPTIONAL EQUIPMENT AND SOFTWARE
-----------------------------------------
Radio Planning Tool - AirPlan
Radio Planning and Network Design for an Airspan deployment is based on the use
of AirPlan, Airspan's RF Planning Tool. AirPlan is a software tool that runs on
a Unix workstation that allows the operator to predict the radio coverage
Airspan equipment will attain in any given area. The results of the planning
process will be both a paper representation (in the form of reports and coverage
maps) and a Digital Model developed on AirPlan. The ongoing operational
management and extension of the Airspan network can be based on the use of this
software.
Two versions of the software are available for purchase
AirPlan Lite = 50 Sites (Max. 150 Central Terminals).
AirPlan = 500 Sites (Max. 1500 Central Terminals)
The hardware computer platform for AirPlan is based on an industry standard Unix
Workstation from Sun Microsystems
Configuration suitable for AirPlan or AirPlan Lite
SUN Sparcstation or HyperSparc
- 512MB RAM
- Turbo GX+
- 20" Colour Monitor
- Internal 3.5 floppy
- Solaris 2.4
- 5 GB DAT drive
- 9 GB Hard Drive
- CD-ROM
Other equipment such as printers and plotters can be quoted and supplied on
request.
<PAGE>
ANNEX 9 - TURN-KEY SERVICES
----------------------------
Airspan will undertake the following services as part of this contract:
Pre-Deployment Site Surveys
---------------------------
- Physical Survey for Installation Purposes
- Radio Survey
Pre-Deployment Radio Planning
-----------------------------
- Radio Measurement Survey
- Extended Frequency Sweep
- Initial Coverage Predictions
Pre-Deployment Training
-----------------------
- Installation Training (CT, AC and ST)
- Management System
Physical Installation (6 Sectored Base Station)
-----------------------------------------------
- Transportation of equipment to site.
- Fabrication of Antenna Mounting Hardware
- Antenna Rigging
- Feeder Installation
- Grounding to existing points
- Cabling (Power, Signal, Mgmt)
- Rack Mounting
System Commissioning (6 Sectored Base Station)
----------------------------------------------
- Load Plug-ins
- Initial Datafill
- RF Set-up
- Integration with host Access Concentrator / Switch
Site Acceptance Testing - Commissioning Tests (6 Sectored Base Station)
----------------------------------------------------------------------
- Commissioning Tests
- Site Functionality Tests
- Site Parametric Tests
- Integration Tests
- ST Installations (one per RF Channel)
- Site Coverage Tests
Physical Installation (Access Concentrator)
-------------------------------------------
- Grounding
- Cabling (Power, Signal, Mgmt)
- Rack Mounting
System Commissioning (Access Concentrator)
------------------------------------------
- Load Plug-ins
- Initial Datafill
- Integration with Base Stations / Host Switch
<PAGE>
Post Deployment Radio Planning - System Optimisation
----------------------------------------------------
- Radio Measurement Surveys
- Calibrated Coverage Predictions
- Base Station Datafill Optimisation
Pre-Deployment Training
-----------------------
- Subscriber Terminal Installation
- Operations and Maintenance (CT, AC and ST)
- Operational Fault Finding
System Acceptance Testing - on 9 Base Station Network
-----------------------------------------------------
- System Functionality Tests
- Operational Tests
- OA&M Tests
<PAGE>
ANNEX 9 -- TURNKEY SERVICES
---------------------------
SERVICES -- INSTALLATION AND COMMISSIONING
Based on the assumptions given previously
5,000 Line Capacity using 9 Cell Sites.
Works are quoted on the basis of sharing sites with the existing WLL deployment.
It is assumed that:
Sufficient space is available within the existing shelter/cabin.
Tower/Masts exist and space is available for the Airspan Antenna Systems.
-48V DC Battery Backed Power, Grounding and Light are available at all sites.
Environmental conditioning systems are available and rated to support up to an
additional 3000W.
Access to the sites is good.
All permissions are obtained by Suntel.
<PAGE>
SERVICES - SUBSCRIBER TERMINAL
No installation prices are offered for Subscriber Terminal Installation. This is
assumed to be the responsibility of Suntel.
<PAGE>
SERVICES RELATED TO INSTALLATION AND COMMISSIONING
In the case where additional works are required before Installation and
Commissioning take place. The following charges will apply (Final quotation will
occur after a site survey has been conducted).
DC Power Systems
48V DC Power System (from 220V AC)
Rated for 1500W
Total = *
Installation of DC Power System
Installation of Power System to site 220V AC supply
All Install Materials
Total = *
Battery Backup System
To support -48V DC Supply at 1500W
8 Hours backup
Total = *
Installation of Battery Backup System
Installation of Power System to site 220V AC supply
All Install Materials
Total = *
Air Conditioning System
Rated to support up to 6 CT Racks
Total = *
Installation of Air Conditioning System
Powered from 220V AC supply
All Install Materials
Total = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
MAINTENANCE AND SUPPORT CHARGES
The annual maintenance fees are based on the delivered volume of equipment.
The Annual service fees are defined as follows;
0 - $10M = 2.5% of the volume
$10M - $40M = $250,000 plus 1.3% of the volume exceeding $10M
40M and above = $640,000 plus 1% of the volume exceeding $40M
The maintenance fee is calculated using the cumulative volume at the end of the
previous 12 month period.
<PAGE>
OTHER MANDATORY SERVICES
Project Management
Turn-key responsibility for the project will require Airspan to create local
project supervision and support resources. The price for these resources will be
based on the volume of equipment delivered.
The price for the 5k (Initial) shall be;
* plus 0.5% of equipment value shipped above *
The price for the 10k (Upgrade) shall be;
* plus 0.5% of equipment value shipped above *
Alternatively;
The price for the 15k (One-Time Project) shall be;
* plus 0.5% of equipment value shipped above *
The equipment value for this calculation is based on the cumulative volume of
shipped equipment at the end of the previous 12-month period.
Radio Planning and Network Design
The Radio Planning and network design phase shall be immediately after contract
signature. The activity will span the whole life cycle of the project.
The planning process will include the following activities:
- Site/Deployment Area Visit(s)
- Creation of Digital Terrain and Clutter Databases
- A Radio Measurement Survey
- Definition of Deployment Parameters
- Propagation Predictions
- Equipment Definition
- Site Acquisition
- Network Deployment Plan - Final Report
THE PRICE FOR 5k INITIAL PLUS 10k UPGRADE OR THE 15k RADIO PLANNING AND NETWORK
DESIGN SERVICES SHALL BE *.
In addition Airspan Communications will obtain a digital database of Greater
Colombo, Sri Lanka, based on Satellite Photography and local mapping sources.
THE COST OF THIS DIGITAL DATABASE SHALL BE *. Suntel must purchase this
database at the end of the project.
Site Survey for Radio Planning/Installation Design
A detailed site survey of all locations planned for deployment must be completed
immediately after contract signature. This activity will finalise the site build
plan and confirm any additional works required to prepare the sites for
installation.
The cost per day of the site Survey shall be *. It is estimated that 60
working days will be required to survey all the proposed sites. THIS IS A TOTAL
COST OF *.
Acceptance Testing
Systems Acceptance procedures must be defined before installation works
commence. The cost for Acceptance Testing shall be as follows:
Price per day for acceptance testing = *
- Site Acceptance (10 sites) = *
- Mgmt System Acceptance = *
- System Acceptance (all sites) = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
The price for the 5k (Initial) Grand Total = *
The price for the 10k (Upgrade) Grand Total = *
GRAND TOTAL ACCEPTANCE COSTS FOR 5k + 10k = *
OR
The price for the 15k (One-Time Project) Grand Total = *
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
Annex 10 - Training
-------------------
TRAINING SCHEDULE
Two training courses are provided as part of the contract.
The first course (pre-deployment) shall be two weeks in duration and shall be
limited to 12 students. This course may be held at either at an Airspan
Communications location in the UK or at Suntel in Colombo, Sri Lanka. If the
training is held in the UK, Suntel are responsible for all travel and living
expenses.
The second course (post-deployment) shall consist of ST Installation and
Maintenance and System Operation and Maintenance and shall be 1 week in
duration. This course shall be held in Colombo, Sri Lanka.
The contents of the first training course may be selected from the list below.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
COURSE TITLE COURSE NUMBER DURATION OF
COURSES (DAYS)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AS4000 Appreciation AS001 1
-----------------------------------------------------------------------------------------------------------------
AS4000 - MAS001 5
Installation, Commissioning and Maintenance
-----------------------------------------------------------------------------------------------------------------
AS4000 Subscriber Terminals (ST) - STMAS001A 1
Installation, Commissioning and Maintenance STMAS001B 1
STMAS001C 1
-----------------------------------------------------------------------------------------------------------------
AS4000 Subscriber Terminals (ST) - VSTMAS001A 1
Installation, Commissioning and Maintenance VSTMAS001B 1
VSTMAS001C 1
-----------------------------------------------------------------------------------------------------------------
AS4000 Central Terminal (CT) - CTCAS001 3
Installation and Commissioning
-----------------------------------------------------------------------------------------------------------------
AS4000 Central Terminal (CT) - CTMAS001 2
Maintenance
-----------------------------------------------------------------------------------------------------------------
AS8100 (Sitespan) - SSOA001 2
Installation, Commissioning and System Operation
-----------------------------------------------------------------------------------------------------------------
AS4000 Demand Assignment - MDA001 3
Installation, Commissioning and Maintenance
-----------------------------------------------------------------------------------------------------------------
AS4000 - Multiline - MASM001 2
Installation, Commissioning and System Operation
-----------------------------------------------------------------------------------------------------------------
AS8300 Management System - EMSAS001 2
System Support
-----------------------------------------------------------------------------------------------------------------
AS8300 Management System - EMOAS001 2
System Operators
-----------------------------------------------------------------------------------------------------------------
Litespan 120 - Channel Bank - MLS001 2
Installation, Commissioning and Maintenance
-----------------------------------------------------------------------------------------------------------------
CP600/800 - CP601 2
Operations and Maintenance
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
TRAINING COURSES
The following section provides an overview of the available courses. Additional
information may be provided on request.
Page 2 of 70
<PAGE>
AS4000
APPRECIATION
COURSE NUMBER: AS001
DURATION: 1 DAY
CLASS SIZE: MIN 6 MAX. 12
INTENDED AUDIENCE: This course is intended for any personnel desiring a
conceptual understanding of the AIRSPAN AS4000 system.
This course provides an overview of the system for those
individuals who do not require the in-depth technical
training provided in the AS4000 installation, commissioning
or maintenance courses.
PREREQUISITES: None.
OBJECTIVES: After completion of this course the attendee will:
Be aware of the benefits of Airspan, where it can be used
and how it fits in with the existing network.
Have an understanding of the elements that make up an AS4000
system, what they do, what they look like, how they are
installed and maintained.
Appreciate the operation of the Management System, both
AS8100 (Sitespan) and the AS8300 (TMN Network Manager), what
they do and the differences between them
Be aware of the Airspan Communications support options, card
repair etc.
Be aware of possible future developments
KEY AREAS: Overview of AS4000
Functions of the system
System applications
System management
Documentation Practice
Installation and Commissioning techniques
Faulting Techniques
LOCATION: UK or on-site
Page 3 of 70
<PAGE>
AS4000
INSTALLATION, COMMISSIONING and MAINTENANCE
COURSE NUMBER: MAS001
DURATION: 5 DAYS
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who needs to gain
the skills and techniques needed for the installation,
commissioning and maintenance of the overall AIRSPAN AS4000
system.
This course covers all the areas included in the individual
installation, commissioning and maintenance courses with the
exception of the AS8300 Management System
PREREQUISITES: The attendees are expected to have a general knowledge of
transmission systems, their basic functionality,
installation procedures and testing.
Suitable (company accredited) training to ensure safe and
correct working practice is employed for the type of
environment encountered at equipment locations.
OBJECTIVES & AS COVERED UNDER:
KEY AREAS:
Subscriber Terminal (ST)
Installation/Commissioning and Maintenance
(STMAS001A, B or C)
Central Terminal (CT)
Installation and Commissioning
(CTCAS001)
Central Terminal (CT)
Maintenance
(CTMAS001)
AS8100 SiteSpan
Installation/Commissioning and Operation
(SSOA001)
LOCATION: UK or on-site
Page 4 of 70
<PAGE>
AS4000
SUBSCRIBER TERMINAL -
INSTALLATION, COMMISSIONING and MAINTENANCE
COURSE NUMBER: STMAS001A for ST-V2
STMAS001B for ST-D128
STMAS001C for ST-I1
DURATION: 1 DAY (per ST)
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who need to gain
the skills and techniques needed for the installation,
commissioning and maintenance of the Subscribers Terminal
equipment.
PREREQUISITES: The attendees are expected to have a general knowledge of
transmission systems, their basic functionality,
installation procedures and testing.
Suitable (company accredited) training to ensure safe and
correct working practice is employed for the type of
environment encountered at equipment locations.
OBJECTIVES: After completion of this course the attendee will:
Understand the requirements of the access network and the
benefits AIRSPAN AS4000 offers.
Have an basic understanding of the functions carried out by
both the Central Terminal and Management Systems.
Be aware of, and interpret, the available documentation.
Be able to install and commission a Subscribers Terminal.
Understand the faulting techniques and indications.
Be aware of any system specific safety requirements.
Be able to identify and replace FRUs.
KEY AREAS: Overview of Airspan AS4000
System Safety/Other Training Requirements
Introduction to Subscribers Terminal Equipment
Documentation
Installation Techniques for Subscribers Terminal Equipment
Commissioning Subscribers Terminal
Faulting Techniques
Changing Field Replaceable Units
LOCATION: UK or on-site
Page 5 of 70
<PAGE>
AS4000
SUBSCRIBER TERMINAL -
INSTALLATION, COMMISSIONING and MAINTENANCE
This Course Is Under Development (for information only)
COURSE NUMBER: VSTMAS001A for ST-R1
VSTMAS001B for ST-R2
VSTMAS001C for ST-L128
DURATION: TBD
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who need to gain
the skills and techniques needed for the installation,
commissioning and maintenance of the Subscribers Terminal
equipment.
PREREQUISITES: The attendees are expected to have a general knowledge of
transmission systems, their basic functionality,
installation procedures and testing.
Suitable (company accredited) training to ensure safe and
correct working practice is employed for the type of
environment encountered at equipment locations.
OBJECTIVES: After completion of this course the attendee will:
Understand the requirements of the access network and the
benefits AIRSPAN AS4000 offers.
Have an basic understanding of the functions carried out by
both the Central Terminal and Management Systems.
Be aware of, and interpret, the available documentation.
Be able to install and commission a Subscribers Terminal.
Understand the faulting techniques and indications.
Be aware of any system specific safety requirements.
Be able to identify and replace FRUs.
KEY AREAS: Overview of Airspan AS4000
System Safety/Other Training Requirements
Introduction to Subscribers Terminal Equipment
Documentation
Installation Techniques for Subscribers Terminal Equipment
Commissioning Subscribers Terminal
Faulting Techniques
Changing Field Replaceable Units
LOCATION: UK or on-site
Page 6 of 70
<PAGE>
AS4000
CENTRAL TERMINAL -
INSTALLATION and COMMISSIONING
COURSE NUMBER: CTCAS001
DURATION: 3 DAYS
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who need to gain
the skills and techniques needed for the installation and
commissioning of the Central Terminal (CT).
PREREQUISITES: The attendees are expected to have a general knowledge of
transmission systems, their basic functionality,
installation procedures and testing.
Suitable (company accredited) training to ensure safe and
correct working practice is employed for the type of
environment encountered at equipment locations.
OBJECTIVES: After completion of this course the student will:
Understand the requirements of the access network and the
benefits AIRSPAN AS4000 offers.
Have an understanding of the functions carried out by both
the Subscriber Terminal and Management Systems.
Be able to install and commission a Central Terminal.
Be aware of, and interpret, the available documentation.
Understand the faulting techniques and indications.
Be aware of any system specific safety requirements.
Be able to identify and replace FRUs.
KEY AREAS: Overview of AIRSPAN AS4000
SAFETY/Other Training Requirements
Introduction to Central Terminal Equipment
Installation Techniques for Central Terminal Equipment
Commissioning the Central Terminal
Configuration (using AS8100)
Changing Field Replaceable Units
Connection to appropriate Management System
LOCATION: UK or on-site
Page 7 of 70
<PAGE>
AS4000
CENTRAL TERMINAL -
MAINTENANCE
COURSE NUMBER: CTMAS001
DURATION: 2 DAYS
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who need to gain
the skills and techniques needed to maintain the Central
Terminal (CT).
PREREQUISITES: The attendees are expected to have a general knowledge of
transmission systems, their basic functionality,
installation procedures and testing.
Suitable (company accredited) training to ensure safe and
correct working practice is employed for the type of
environment encountered at equipment locations.
OBJECTIVES: After completion of this course the student will:
Understand the requirements of the access network and the
benefits AIRSPAN AS4000 offers.
Have an understanding of the functions carried out by both
the Subscriber Terminal and Management Systems.
Be aware of, and interpret, the available documentation.
Understand the faulting techniques and indications.
Be aware of any system specific safety requirements.
Be able to identify and replace FRUs.
Be able to reconfigure the Central Terminal using AS8100
Sitespan
KEY AREAS: Overview of AIRSPAN AS4000
SAFETY/Other Training Requirements
Introduction to Central Terminal Equipment
Documentation Practice
Faulting Techniques
Configuration (using AS8100)
Changing Field Replaceable Units
LOCATION: UK or on-site
Page 8 of 70
<PAGE>
AS8100 (SITESPAN) -
INSTALLATION, COMMISSIONING and SYSTEM OPERATION
COURSE NUMBER: SSOA001
DURATION: 2 DAY
CLASS SIZE: MIN 4 - MAX 6
INTENDED AUDIENCE: This course is designed for personnel who needs to gain
the skills and techniques needed to install and use AS8100
(Sitespan) to monitor the performance or configure the
AIRSPAN network.
PREREQUISITES: Be fully conversant with the support procedures employed in
the environment where the Sitespan will be located. Be fully
conversant with Windows NT operating system
An understanding of the Airspan AS4000 system and its
operation.
It is expected that this course will be incorporated with
the CT courses (CTMAS001/CTCAS001) or overall MAS001 course.
OBJECTIVES: After completion of this course the attendee will:
Understand AS8100 hardware and software requirements.
Have an understanding of the functions carried out by both
the Central Terminal and the Subscribers Terminal.
Be aware of, and interpret, the available documentation.
Be able to install and commission AS8100.
Understand, and be able to interpret, messages and displays
on AS8100.
Given the relevant information, be able to configure an
AS4000 system.
KEY AREAS: Overview of AIRSPAN AS4000
Safety/Other Training Requirements
Introduction to AS8100
Documentation Practice
Installation Techniques for AS8100
AS8100 System Operation
Configuration and Control of AS4000 network
LOCATION: UK or on-site
Page 9 of 70
<PAGE>
AS4000
DEMAND ASSIGNMENT -
INSTALLATION, COMMISSIONING and SYSTEM OPERATION
This Course Is Under Development (for information only)
COURSE NUMBER: MDA001
DURATION: TBD
CLASS SIZE: MIN 6 - MAX 8
INTENDED AUDIENCE: This course is designed for personnel who needs to gain
the skills and techniques needed to install and maintain the
AIRSPAN AS4000 Demand Assignment network.
PREREQUISITES: An understanding of the AS4000 system and its operation.
It is expected that this course will be incorporated with
the CT courses (CTMAS001/CTCAS001) or overall MAS001 course.
OBJECTIVES: After completion of this course the attendee will:
Understand demand assignment hardware and software
requirements.
Have an understanding of the functions carried out by the
access concentrator.
Be aware of, and interpret, the available documentation.
Be able to install and commission equipment.
Understand, and be able to interpret, messages and displays
on Sitespan.
Given the relevant information, be able to configure an
AS4000 Demand Assignment system.
KEY AREAS: Overview of AIRSPAN AS4000
Safety/Other Training Requirements
Introduction to Demand Assignment Equipment
Documentation Practice
Installation Techniques for Demand Assignment
AS8100 System Operation
Configuration and Control of AS4000 DA network
LOCATION: UK or on-site
Page 10 of 70
<PAGE>
AS4000 - MULTILINE
INSTALLATION, COMMISSIONING and MAINTENANCE
COURSE NUMBER: MASM001
DURATION: 2
CLASS SIZE: MIN 4 MAX 6
INTENDED AUDIENCE: This course is designed for personnel who needs to gain
the skills and techniques needed for the installation,
commissioning and maintenance of the overall AS4000
MULTILINE system.
PREREQUISITES: This course is intended to be complementary to MAS001
and MLS001, and as such should be attended immediately
after completion of these courses.
OBJECTIVES After completion of this course the attendee will:
Understand AS4000 and Litespan hardware and software
requirements.
Have an understanding of the functions carried out by
both the Central Terminal and the Subscribers Terminal.
Be aware of, and interpret, the available
documentation.
Be able to install and commission a Multiline system.
Understand, and be able to interpret, messages and
displays on AS8100.
Given the relevant information, be able to configure a
Multiline system.
KEY AREAS: Differences between Multiline and AS4000 (core) system.
Litespan configuration
Litespan installation, hardware and software
configuration
LOCATION: UK or on-site
Page 11 of 70
<PAGE>
AS8300
MANAGEMENT SYSTEM -
SYSTEM SUPPORT
COURSE NUMBER: EMSAS001
DURATION: 2 DAYS
CLASS SIZE: MIN 4 MAX 6
INTENDED AUDIENCE: This course is designed for personnel who need to gain
the skills and techniques needed to support the AS8300
operation.
PREREQUISITES: Be fully conversant with the support of
hardware/software in the environment where the AS8300
will be located.
OBJECTIVES: After completion of this course the attendee will:
Be able to install and configure the AS8300.
Understand the AS8300 functions and platform services
Carry out basic problem solving/troubleshooting
Understand, and be able to carry out, database
functions, archiving and back-ups
Have an understanding of the data network requirements
KEY AREAS: Overview of AIRSPAN AS4000
Safety/Other Training Requirements
Introduction to AS8300 Equipment
Documentation Practice
Installation Techniques
Initiation and Configuration
AS8300 System Management
Configuration and Monitoring of AS4000
Faulting Techniques
LOCATION: UK or on-site
Page 12 of 70
<PAGE>
AS8300
MANAGEMENT SYSTEM -
SYSTEM OPERATORS
COURSE NUMBER: EMOAS001
DURATION: 2 DAYS
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who needs to gain
the skills and techniques needed to use the AS8300 to
monitor the performance or configure the AIRSPAN AS4000
system from a central location.
PREREQUISITES: Be fully conversant with the support procedures
employed in the environment where the AS8300 will be
located.
OBJECTIVES: After completion of this course the attendee will:
Understand the HCI features and principles of use
Be able to carry out circuit and equipment configuration
Be conversant with the monitoring and control functions
KEY AREAS: Overview of AIRSPAN AS4000
Safety/Other Training Requirements
Introduction to AS8300 Equipment
Documentation Practice
AS8300 System Operation
Logging On/Off
Network Configuration
Fault/Error Reports
LOCATION: UK or on-site
Page 13 of 70
<PAGE>
LITESPAN 120 - CHANNEL BANK
INSTALLATION, COMMISSIONING and MAINTENANCE
COURSE NUMBER: MLS001
DURATION: 2 DAYS
CLASS SIZE: MIN 6 MAX 8
INTENDED AUDIENCE: This course is designed for personnel who needs to gain
the skills and techniques needed to install, commission
or maintain a Litespan 120 as a channel bank
PREREQUISITES: The attendees are expected to have a general knowledge
of transmission systems, their basic functionality,
installation procedures and testing.
Suitable (company accredited) training to ensure safe
and correct working practice is employed for the type
of environment encountered at equipment locations.
OBJECTIVES: After completion of this course the attendee will:
Understand the features and principles of use
Be able to carry out circuit and equipment
configuration
Be conversant with the monitoring and control functions
KEY AREAS: Overview of LITESPAN 120
Safety/Other Training Requirements
Introduction to SA8100 management system
Documentation Practice
System Operation
Logging On/Off
Network Configuration
Fault/Error Reports
LOCATION: UK or on-site
Page 14 of 70
<PAGE>
CP600/800
OPERATIONS AND MAINTENANCE
This Course Is Under Development (for information only)
COURSE NUMBER: CP601
DURATION: 2 DAYS
CLASS SIZE: MIN 6 MAX 10
INTENDED AUDIENCE: This course is designed for personnel who need to
support, maintain and configure the CP600/800
equipment. Provide new configurations, install and
commission new modules.
PREREQUISITES: General appreciation of Telecom network requirements.
Appreciation of general telecommunications terminology
and techniques
OBJECTIVES: After completion of this course the attendee will be
able to:
Outline the frame structure of a 2Mbit/s digital signal
and international signalling systems (i.e. DPNSS, CCS,
CAS).
Describe the meaning of typical digital alarms
Describe basic faulting techniques
Outline the functions of the CP600/800
Outline the functions of each module (e.g. ISDN,
F/Relay, etc.)
Given configuration and mapping requirements, perform
the appropriate operations to configure and commission
new modules.
KEY AREAS: Digital transmission overview
CP600/800 `system' support and maintenance
System applications
Operational Maintenance
Functional Requirements
Alarms and Trouble Shooting
LOCATION: UK or on-site
ANNEX 11 - Documentation
-------------------------
One paper set, and one CD-ROM of the Full Documentation Set shall be provided
free-of-charge. Suntel shall have the rights to make limited copies of this
documentation for internal purposes only.
The full set of documentation is as follows;
Document # AS4000 Fixed Assignment
-----------------------
605-0000-430 System Overview
605-0000-431 Operations And Maintenance
605-0000-432 Central Terminal - I & C
605-0000-433 Central Terminal - Antenna/Feeder I & C
605-0000-435 Material Return and Repair
605-0000-436 Subscriber Terminal - I & C
605-0000-428 Central Terminal - Level Control Unit Operators Manual
AS4000 Demand Assignment
------------------------
605-0000-450 DA System Overview
Page 15 of 70
<PAGE>
605-0000-452 DA Central Terminal - I & C
605-0000-453 Access Concentrator - I & C
605-00-454 DA Subscriber Terminal - I & C
605-00-455
AS8100 Sitespan
---------------
605-0000-427 AS8100 Sitespan
605-0000-449 AS8100 Release Description
In addition to the Standard documentation set, Airspan shall also provide
details of all Base Station, Access Concentrator and Sitespan configurations in
the following reports:
1) Site Survey Report
2) Initial Pre-Deployment Radio Planning Report
. Pre-deployment Coverage Predictions
. Extended Frequency Sweep Reports (If required).
3) Base Station Construction Report
. Includes "As Built" documentation showing positions of all CT and AC
racks, Cables, Antenna Feeders and Tower mounting positions, and shall
also include diagrams showing all interconnection wiring.
4) Site Acceptance Test Report (for each Base Station)
5) Post Deployment Radio Planning Report
. with Coverage Predictions and Service Area definitions
. with Base Station Optimisation recommendations
6) System Acceptance Test Report
ANNEX 12 - Spare Parts
-----------------------
The spare parts required to implement and maintenance the network defined by
this contract are as follows:
Airspan shall hold these spare parts during the 18 month Warranty period, which
starts after System Acceptance. Spares are provided according to Clause 10.1 and
10.3 in the main contract. After this Warranty period has expired Suntel must
either;
1) Purchase a Set of Spares
2) Purchase the Spares Management Service.
Spare parts marked with a * shall be held at Suntel's premises to ensure that
the replacement part is available immediately.
Physical Racks and Shelves Qty
-------------------------- ----
mech-rack rack+ cabling 1
mech-comb combiner shelf 1
mech-fa4 4 fa modem shelves -
mech-da2 2 da ct or ac shelves -
mech-da1 1 da ct or ac shelf -
rack-alarm alarm unit for AC or CT expansion rack 1
mech-dashelf DA Modem shelf 1
mech-da-ctrack DA CT Rack c/w comb shelf & 2 DA shelves
mech-da-ctexp DA CT Expansion Rack c/w 2 DA shelves
mech-acrack AC Rack c/w 1 AC shelf
mech-fa-ctrack FA CT Rack
mech-fa-ctrack4 FA CT Rack c/w comb shelf & 4 x MS
mech-acshelf AC shelf 1
Plug-in Units
-------------
rf-combmon RF Combiner Monitor + psu 1
rf-combpsu RF Combiner psu -
rf-pa c Power amp C band 3*
rf-pa s Power amp S band -
rf-pa x FA CT Power amp X band -
rf-psu rf shelf PSU 6
Page 16 of 70
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
rf-txf c RF TX filter C band -
rf-txf s RF TX filter S band -
rf-txf x RF TX filter X band -
rf-diplna c rf DIP/LNA C band (Suitable for Dual DIP/LNA Combiner) 6*
rf-diplna s rf DIP/LNA S band -
rf-diplna x rf DIP/LNA X band -
rf-rf c rf card C band 6*
rf-rf s rf card S band -
rf-rf x rf card X band -
lcu Level control unit, cables and splitters 1
fa-sc FA Shelf Controller 4
fa-modem FA Modem Card 8
fa-au FA Analogue card 4*
fa-tu FA TU 4*
da-tu DA TU card (XTU/CTU/DTU) 3*
da-sc DA Shelf Controller (CT & AC) 3
da-modem DA Modem Card 6
da-au DA AU card 3*
da-modem-psu DA Modem Shelf PSU 6
ac-xtu AC XTU card 2*
ac-ctu AC CTU card 2*
ac-tu8 AC TU8 Card 2
ac-sc AC Shelf Controller 2
ac-psu AC Shelf PSU 4
ac-cu 32kbit/s ADPCM Compression Unit -
Antenna Systems
---------------
ct-ant-dir65 65 deg Directional Antenna 2
ct-ant-install Installation Kit 2
ct-ant-feeder antenna feeder cable (2x50m, shipped as 100m reel) -
Subscriber Terminals
--------------------
st-ext-i1 Outdoor CRU (ST-I1) 3
st-int-r2 ST-R2 Int. Terminal+Antenna+Cable+PSU 10
st-int-b1 ST-B1 Int. Terminal+Antenna+Cable+PSU 3
st-int-r16 ST-R16 Int. Terminal+Antenna+Cable+PSU 1
st-int-l128 Indoor D128 Terminal+Antenna+Cable+PSU+I/f converter 3
st-ext-d128 Outdoor CRU (ST-D128) 3
Subscriber Terminal Accessories
-------------------------------
st-cable Drop Cable (CRU) 6
st-acpsu Indoor PSU (type 4) with batteries 2
st-brickpsu Indoor PSU w/o battery backup -
st-bat Battery (pair) (CRU) 5
st-jb Junction Box 5
st-aclead Mains Lead 5
st-converter Converter Unit for D128 3
st-test-lead Test Access leads 5
st-80m-drop-kit CRU & CP bracket, cable grips, 80m drop cable, kit 5
st-d128psu Uprated D128 PSU w 80m drop capability 2
</TABLE>
ANNEX 13 - Test Equipment
--------------------------
Page 17 of 70
<PAGE>
Airspan shall provide two (2) sets of the Test equipment, free of charge, to
enable Suntel to maintain and operate the Airspan WLL System. This Test
equipment is defined below:
All other Test equipment that Airspan may choose to use during the turn-key
construction of the network shall be taken back by Airspan after System
Accepatance.
Required Tools for Central Terminal and Access Concentrators
------------------------------------------------------------
. Combination Spanners: 8 mm, 13 mm, 17 mm, & 19 mm.
. Spirit Level: 18 inch.
. Pozidriv: No 1 x 75 mm.
. No 2 x 100 mm
. No 3 x 150 mm.
. Screwdriver, flat blade: 3 mm x 100 mm.
. Screwdriver, flat blade: 5.5 mm x 100 mm.
. Screwdriver, flat blade: 8 mm x 150 mm.
. Hammer, Ball Pein: 1lb.
. Drill Bits, Masonry: 11 mm, 12 mm, 13 mm.
. Ratchet Crimp Tool for red, blue and yellow insulated crimps.
. Crimp Tool type 6A with VQ dies for co-ax connectors.
. Cordless Drill/Driver.
Required Equipment for Central Terminal
---------------------------------------
. Digital Multimeter Fluke 77 or similar
. Coupler Test Lead Lead with SMA connector
. RF Power Meter Marconi 6970
. Power Sensor Marconi 6932
Note: If commissioning a CT without an LCU, a test CRU is required with the
following additional test equipment.
. 1 x Test CRU ACC("Battleship CRU") Part No.: 503-0300-001
. 4 x 30dB Attenuators; 1W Suhner 6830-19-A
. 1 x 11dB Variable Attenuator HP8499B
. 3 x 2 Way Power Divider Narda 4313-2
. 1 x 50 ohm Termination 1W Suhner 65 SMA-50-0-1
. 1 x 50 ohm Termination 15W Suhner 6515.17.A
. 2 x Adaptor; N-SMA Suhner 33N-SMA-50-1
. 1 x Adaptor; N-SMA Suhner 31N-SMA-50-1
. 1 x Adaptor; Female-Female Suhner 32 SMA-50-0-1
. 5 x Co-ax Cables Suhner Sucoflex 104; 0.5m
. 2 x Suhner Sucoflex 104; 4.0m
Required Tools for Subscriber Terminal Installation
---------------------------------------------------
. Combination Spanner 13mm
. Ratchet and Socket 17mm
. Spirit Level 18 inch.
. Screwdriver Pozidrive No 1 x 75mm
. Screwdriver Pozidrive No 2 x 199mm
. Screwdriver Pozidrive No 3 x 150mm
. Screwdriver Flat Blade 3mm x 100mm
. Hammer Ball Pein 1lb
. Ratchet Crimp Tool for Red, Blue, Yellow Insulated Crimps
. Drill/driver Cordless - with depth gauge Hilti
. Drill Bit Masonry 6mm
. Drill Bit Masonry 10mm
. Ladder - Triple Fully Extended 7 metre minimum
. Cable Stripping Tool RS Standard Cable Stripper 547-442
. Auto Trim Termination Tool RS Auto Trim Termination Tool 197-952
Page 18 of 70
<PAGE>
Required Equipment for Subscriber Terminal Installation
-------------------------------------------------------
. Digital Multimeter Fluke 77 or similar
. Test Telephone *Note 1
. Compass
. CRU Generic Test Cable (External CRU only).
. 2 adapters are provided per CT rack installation. ACC 454-0000-182
Installers may not be familiar with the local environment and topographical
conditions, it is necessary to provide each installer with a map of the local
area. A compass for use when determining the exact bearing of the CT location is
also necessary.
ANNEX 14 - Logistics
---------------------
The responsibility for logistics during the implementation of this contract are
defined below:
1) Customs Paperwork
- Suntel are responsible for obtaining all paperwork required to permit the
importation of the equipment into Sri Lanka
2) Transportation
- Airspan shall be responsible for the transportation of all goods from the UK
to Colombo, Sri Lanka.
- Airspan shall be responsible for Customs Clearance in Colombo.
- Airspan will be responsible for the delivery of all equipment to site.
3) Access and Permissions
- Suntel shall be responsible for providing Access to all sites. Airspan shall
if necessary, arrange for special equipment to enable access for the
installation of equipment (for example: lifting equipment / hoists required
to get Base Stations into position).
- Access shall be provided on a 24 hour a day, 7 days a week basis during the
implementation of the contract (up to System Acceptance)
- Suntel shall per responsible for obtaining all permissions related to
installation, radio planning and Site / System Acceptance activities of this
project.
- Suntel are responsible for obtaining all Radio Licenses and Permissions.
- Airspan shall be responsible for the cleanliness and clean-up of the site
during and after site installation.
- Airspan shall be responsible for ensuring that no unplanned interruptions to
other Suntel equipment at the site during site installation.
- Airspan shall also obtain permission from Suntel before any planned
interruption.
ANNEX 15 - Quality
-------------------
The attached document details Airspan Quality Management Procedures.
Airspan intends to use this methodology in the all design and assembly,
installation, maintenance and repair of telecommunication equipment and systems
provided to Suntel as part of this contract.
Page 19 of 70
<PAGE>
[LOGO OF AIRSPAN]
Quality
Manual
Approved for issue by:
Title Name Signature Date
----- ---- --------- ----
Originator
Quality Manager R.E.Woollard
____________________________________________________________________
Management
Chief Operations
Officer Eric Stonestrom
____________________________________________________________________
____________________________________________________________________
Document History
------------------------------------------------------------------------------
Revision: Date: Detail
==============================================================================
A Feb First Release
`98
------------------------------------------------------------------------------
Page 20 of 70
<PAGE>
0. Contents
------------
<TABLE>
<CAPTION>
Content
Page.
<S> <C>
0. CONTENTS........................................................... 1
1.0 INTRODUCTION....................................................... 2
1.1 Scope............................................................ 2
1.2 Purpose.......................................................... 2
1.3 Authority........................................................ 2
1.4 Issue of the Manual.............................................. 2
1.5 Review........................................................... 3
2.0 REFERENCES......................................................... 3
2.1 Procedures....................................................... 3
2.2 Standards........................................................ 3
3.0 AIRSPAN QUALITY POLICY............................................. 3
4.0 ORGANISATION....................................................... 4
4.1 RESPONSIBILITIES AND AUTHORITY................................... 4
4.2 DETAILED ORGANISATION CHARTS..................................... 4
5.0 QUALITY POLICIES & RESPONSIBILITIES................................ 5
5.1 MANAGEMENT RESPONSIBILITY........................................ 5
5.2 QUALITY SYSTEM................................................... 6
5.3 CONTRACT REVIEW.................................................. 8
5.4 DESIGN CONTROL................................................... 10
5.5 DOCUMENT AND DATA CONTROL........................................ 12
5.6 PURCHASING....................................................... 14
5.7 CUSTOMER SUPPLIED PRODUCT........................................ 16
5.8 PRODUCT IDENTIFICATION AND TRACEABILITY.......................... 17
5.9 PROCESS CONTROL.................................................. 18
5.10 INSPECTION AND TESTING........................................... 20
5.11 CONTROL OF INSPECTION, MEASURING AND TEST EQUIPMENT.............. 22
5.12 INSPECTION AND TEST STATUS....................................... 24
5.13 CONTROL OF NON-CONFORMING PRODUCT................................ 25
5.14 CORRECTIVE AND PREVENTIVE ACTION................................. 27
5.15 HANDLING, STORAGE, PACKAGING, PRESERVATION AND DELIVERY.......... 29
5.16 CONTROL OF QUALITY RECORDS....................................... 31
5.17 INTERNAL QUALITY AUDITS.......................................... 32
5.18 TRAINING......................................................... 33
5.19 SERVICING........................................................ 35
5.20 STATISTICAL TECHNIQUES........................................... 37
</TABLE>
<PAGE>
1.0 Introduction
-----------------
This manual outlines the policy of the Company relating to its Quality
Management System: a system of processes designed, managed and controlled
to achieve quality of products and services.
The Airspan Communications Limited Quality System is designed to operate
within the requirements of BS EN ISO 9001:1994
1.1 Scope
This Quality Manual applies to all activities performed at Airspan
Communications Limited.
It covers design and assembly, installation, maintenance and repair of
telecommunication equipment and systems.
1.2 Purpose
The purpose of this Quality Manual is to document the policies operated
within the Company which have been established and implemented to assure
the Quality of products and services.
The policies are implemented by Policy and Procedure documents identified
in section 5.0 of this manual.
1.3 Authority
This manual is issued under the authority of the Chief Executive Officer.
1.4 Issue of the Manual
Controlled copies of the Manual will be numbered and registered.
The Quality Manager is responsible for controlling the issue of revisions
of this Manual, withdrawal of obsolete information and maintenance of this
Manual.
Uncontrolled copies may be distributed to organisations or persons at the
discretion of the Quality Manager. These will be current at the date of
issue only and will not be subject to amendment action.
Controlled manuals will be updated and revised as required.
<PAGE>
1.5 Review
The Manual will be reviewed annually and the Quality System audited over a
rolling 12 month period to affirm the current practices conform to the
policies set out in the manual.
2.0 References
---------------
2.1 Procedures
As detailed in section 5. of this manual.
2.2 Standards
BS EN ISO9001 - Quality systems: Model for quality assurance in design,
development, production, installation and servicing.
3.0 AIRSPAN QUALITY POLICY
---------------------------------
Airspan Communications Corporation is committed to designing wireless
access products that meet our customer requirements, both now and in the
future; to on time delivery of defect free products and services, and to
continuously evaluate the effectiveness of all processes.
We will build a culture where quality is inherent in all our thoughts and
actions, allowing creativity in design, excellence in performance and
confidence in our commitments.
<PAGE>
4.0 ORGANISATION
-----------------
4.1 RESPONSIBILITIES AND AUTHORITY
The major functions in the Company are shown in the chart below.
[FLOW CHART APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C>
--------
Chairman
--------
-----------------------
Chief Executive Officer
-----------------------
-------------------- ----------------- ---------------- ------------------ ------------------- --------------------
Engineering Director Product Management Finance Director Contracts Director Production Director Business Development
-------------------- ------------------ ---------------- ------------------ ------------------- --------------------
--------------- --------------- ---------- ----------------- -----
Quality Manager Human Resources IT Manager Customer Services Sales
--------------- --------------- ---------- ----------------- -----
</TABLE>
Respective responsibilities, where appropriate, are defined in the relevant
sections of this manual.
This Manual will be reviewed as soon as possible following the
implementation of a significant functional change in the Company.
4.2 DETAILED ORGANISATION CHARTS
Detailed charts showing the personnel responsible for Company functions,
their relative authorities and inter-relationships are created as
appropriate by individual managers.
<PAGE>
5.0 QUALITY POLICIES & RESPONSIBILITIES
---------------------------------------------
5.1 MANAGEMENT RESPONSIBILITY
5.1.1 Scope
This policy defines the company's commitment to quality.
5.1.2 Reference
BS EN ISO 9001 Requirement 4.1.
5.1.3 POLICY
The quality policy of Airspan Communications is detailed in section 3 of
this Manual.
The Company is committed to achieve this policy through the
implementation and maintenance of a Quality Management System. Management
will ensure that the resources required to implement the Quality
Management system will be identified and made available. This includes
the assignment of trained personnel for management, performance of work
and verification activities including internal quality audits.
This commitment seeks continual improvement of the system. Senior
management will review the Quality Management System on an annual basis
to ensure its continued effectiveness.
The Quality Management System is implemented through the Company's
organisation described in section 3 of this Manual.
The Company is committed to ensuring that all staff are adequately
trained and accept responsibility for the quality of their work.
Management will ensure that records are maintained documenting all
verification, audit, assessment and review activities in the Company and
recording any Customer complaints and actions taken.
5.1.4 RESPONSIBILITIES
It is the responsibility of the Quality Manager to review the Quality
Management System and to provide feedback to Senior Management at the end
of each calendar year. It is the responsibility of the Chief Executive
Officer to provide resources, including personnel, necessary to implement
and maintain the Quality Management System.
The Quality Manager has the executive authority and responsibility for
ensuring that the quality requirements of the Company, including those of
BS EN ISO 9001 are implemented and maintained in the Company.
All managers are responsible for ensuring that their staff are conversant
with the Airspan's Quality Policy and with its Quality Management System,
as expressed in this Manual.
All staff are responsible for ensuring that any complaints from the
Customer are directed to the Quality department.
5.1.5 DOCUMENTS IMPLEMENTING THIS POLICY
Refer to Section 2.0 of this Manual
P00001 Procedure for maintaining appropriate skills within Airspan
Communications
P20005 Regional Technical Assistance Centre Operating Procedure
P90006 Internal Quality Audit & Review
<PAGE>
5.2 QUALITY SYSTEM
5.2.1 SCOPE
This policy defines the quality system operated by Airspan Communications
Limited to ensure that all products conform to specified requirements.
5.2.2 REFERENCE
BS EN ISO 9001 Requirement 4.2.
5.2.3 POLICY
The Company will operate a Quality Management System based on documented
policies and procedures.
The Quality System is structured in three levels.
Level One - is documented as this Quality Manual and contains the Airspan
policies and responsibilities relating to the Quality System requirements
of ISO 9001. The Level One documentation is published as this manual.
Level Two - contain the Operating Procedures of the Company that are
referenced to the Quality System requirements of BS EN ISO 9001. The key
documents are referred to in the various sections of this manual entitled
"Documents Implementing this Policy". The Level Two documentation is
published in "Procedures Manual" binders.
Level Three - is the function specific support documentation (e.g. a
local instruction), which are distributed, controlled and maintained by
the function managers concerned.
The "Quality Manuals" and "Procedures Manual" binders are distributed and
maintained on a controlled basis by the Quality Department and shall be
located in accessible locations on the site.
Where appropriate to meet customer requirements, Quality Plans will be
prepared. Otherwise the requirements for quality are documented by
reference to the procedures identified in and from this Manual.
<PAGE>
5.2.4 RESPONSIBILITIES
The Quality Manager bears the prime responsibility for establishing and
maintaining an effective and economic quality system.
He will resolve any conflicts or difficulties involved in the
implementation of the Quality System and will ensure that any corrective
action necessary to prevent recurrences of system shortcomings or non-
conformance is implemented.
All function Managers are responsible for the proper implementation and
maintenance of the Company operating procedures in their area and for
such supportive documentation as may be necessary.
It is the responsibility of all members of staff to familiarise
themselves with all the current Quality System requirements and to ensure
that these are observed accordingly in a timely manner.
5.2.5 DOCUMENTS IMPLEMENTING THIS POLICY
P90000 Procedures Manual - contents
P90004 Quality Documents Specification Control
<PAGE>
5.3 CONTRACT REVIEW
5.3.1 SCOPE
This policy defines the way in which customer requirements will be
established and reviewed.
5.3.2 REFERENCE
BS EN ISO 9001 Requirement 4.3
5.3.3 POLICY
Company bids, tenders and quotations will be reviewed to ensure that the
company's responses to customer requirements are as clear and concise as
possible.
Customer orders will be reviewed to ensure that the requirements are
adequately defined and documented, to identify any differences between
the order and the original quotation, and to determine the Company's
ability to meet the specified requirements. Where a deviation from this
Quality Manual is required to meet a Customer specific requirement, it
shall be detailed in a Customer specific Quality Plan.
During their progress (including post-delivery) contracts will be
reviewed as often as necessary to ensure that agreed customer
requirements are being met, and that any contract changes are properly
agreed and documented.
Records of contracts are maintained by the Finance Department.
Records of bids, tenders and quotations are maintained by the Contracts
Department.
<PAGE>
5.3.4 RESPONSIBILITIES
The Chief Executive Officer who in consultation with other directors and
corporate management, is responsible for the review of the product
portfolios and the review of customer specific project activities.
The Financial Director working closely with the Contracts Department, is
responsible for the co-ordination of contract review activities.
The Financial Director is responsible for ensuring that every bid,
tender, quotation and contract is properly authorised in accordance with
Company policies and procedures.
5.3.5 DOCUMENTS IMPLEMENTING THIS POLICY
P20011 Project Management Procedure
P70003 Contract Review Procedure
P00004 Orders Processing Procedure
P20010 DSC Customer Service Help
P20006 Customer Repair, Return & Warranty
P20012 Installation Workmanship Requirements Manual
<PAGE>
5.4 DESIGN CONTROL
5.4.1 SCOPE
This policy defines the way in which design and development will be controlled
in order to comply with the Company policies and thereby satisfy the customer
requirements.
5.4.2 REFERENCE
BS EN ISO 9001 Requirement 4.4
5.4.3 POLICY
It is the policy of the Company to design premier wireless access
products, that meet our customer requirements, both now and in the
future.
In order to achieve our objectives to meet our customer requirements
the design and development activities will follow a documented
development lifecycle. This lifecycle covers all areas of design control
from documenting requirements, up to verifying the conformance of the end
product prior to release to Manufacture. To ensure the lifecycle is
followed plans will be created detailing the necessary phases of the
design, incl. reviews, verification & validation activities.
Feedback from all relevant sources will be used to improve the quality of
design and to identify areas for new product development. Where a product
at Release to Manufacture receives such feedback it shall be the
responsibility of the Engineering Organisation to perform any redesigning
activities utilising the documented development lifecycle approach.
Any design or development activity that is carried out externally will be
controlled and verified in accordance with the Company's documented
procedures.
The design and development functions will be periodically and
systematically audited as part of the Company's Quality System audit
programme.
Audits will be conducted both internally and externally as required.
<PAGE>
5.4.4 RESPONSIBILITIES
The Engineering Operations Director is responsible for establishing,
implementing, validating and maintaining all equipment design and
development procedures.
It is the responsibility of the Quality Manager to ensure that internal
and external design and development activities are audited in accordance
with the Company's audit procedures.
5.4.5 DOCUMENTS IMPLEMENTING THIS POLICY
P60004 Document Release & Change Control
P60005 Firmware Verification & Release Procedure
P60007 Software Design Specifications Guidelines
P60008 Software Design Proving Procedure
P60010 Software Code Walkthrough Procedure
P60011 Preliminary Change Order Procedure
P60012 Firmware Preliminary Change Order
P60014 Engineering lifecycle Procedure
P60015 Design and Document Review Procedure
P60016 PCB Design Control Procedures
P60018 Documenting Engineering Test Activity
P60020 Engineering Project management Procedure
P60021 Sustaining Engineering Procedure
P90006 Internal Quality Audit & Review
<PAGE>
5.5 DOCUMENT AND DATA CONTROL
5.5.1 SCOPE
This policy defines the way in which all documentation and data forming
part of the quality system will be controlled.
5.5.2 REFERENCE
BS EN ISO 9001 Requirement 4.5
5.5.3 POLICY
All documentation and data used to describe the control of the Quality of
the Company's products and services from conception to final delivery and
in-service support will be controlled.
Such documentation and data will include Process Procedures,
Instructions, Product Specifications, Drawings and Bills of Material. It
shall also include any relevant documents of external origin - e.g.
standards, supplier documents, and customer drawings.
The issue and amendment control procedures will ensure that current
information is available as required throughout the Company. Obsolete
information will be promptly withdrawn from use and either stored in a
suitable archive or destroyed. Where it is necessary to retain
information for legal, knowledge preservation or reference purposes the
documentation shall be clearly identified as being obsolete.
The policy adopted for making all current key procedure documents readily
available for use is described in section 5.2.3 of this Manual.
<PAGE>
5.5.4 RESPONSIBILITIES
It is the responsibility of the Quality Manager to ensure that the
document control procedures are effective in meeting the requirements of
this policy.
The Quality Manager is directly responsible for the control of all
Company procedural documentation.
The control of product design specifications and engineering build
documentation is the responsibility of the Engineering Operations
Director. This is documentation produced within and mainly for the Design
& Development department.
The control of marketing support documentation is the responsibility of
the Product Management and Marketing Director. This covers documentation
produced within and by the Marketing department (e.g. Marketing
Requirement Documents and Installation and Commissioning Documents).
Function specific support documentation is controlled by the function
managers concerned. Local/work instructions are included in this
documentation.
It is the responsibility of all Company personnel originating, acquiring
or amending any process or material that falls within the scope of
controlled documentation to ensure that such activities are recorded in
accordance with the document control procedures.
5.5.5 DOCUMENTS IMPLEMENTING THIS POLICY
P60004 Document Release and Change Control
P90004 Quality Documents Specification Control
<PAGE>
5.6 PURCHASING
5.6.1 SCOPE
This policy defines the controls on the purchase of materials and
services used in the assembly and supply of the Company's products.
5.6.2 REFERENCE
BS EN ISO 9001 Requirement 4.6
5.6.3 POLICY
All purchased materials and services required for the production,
installation and servicing of Airspan products, will be the subject of
written purchase orders processed through a third party purchasing
organisation (i.e. DSC Communications). These purchase orders will
clearly describe the following requirements:
a) The type, class, grade or other precise identification;
b) The title or other positive identification, and applicable issue of
specifications, drawings, process requirements, inspection instructions
and other relevant technical data including requirements for approval or
qualification of product, procedures, process equipment and personnel;
c) Where appropriate, the title, number and issue of the quality system
standard to be applied to the product.
Wherever possible the Company will procure materials or services from an
evaluated source acceptable to the Company.
Such evaluation will be carried out in accordance with the Company's
procedure.
A list of vendors is maintained on the Approved Vendors List (AVL) which
shows their status and any conditions of use. Supplier quality problems
will be investigated and recorded for periodic assessment review
purposes.
The results of evaluations and the relevant past and subsequent levels of
supplier performance will be used to determine the extent of receiving
inspection necessary before acceptance of the supplies by the Company.
The Company's rights to verify products at source and to specify product
release methods are specified in its conditions of purchase. Source
verification and product release requirements will be considered during
the contract review process.
The Company recognises the Customers' right to also verify, by
arrangement, products and services provided by the Company from whatever
source.
5.6.4 RESPONSIBILITIES
The personnel delegated by the Chief Executive Officer and the Finance
Director, are the only persons with the authority to commit the Company
to expenditure before orders can be committed to the Purchasing
Organisation.
It is the responsibility of the Quality Manager to ensure that the
procedures established for the control of the purchasing activity are
implemented and maintained by the Purchasing Organisation.
The Quality Department is responsible ensuring that vendors are evaluated
prior to being entered onto the AVL.
The appropriate design or product engineers are responsible for ensuring
that material specifications will allow product specifications to be met.
<PAGE>
It is the responsibility of the Quality Manager to co-ordinate the
evaluation of any vendor quality system, and any source verification
activity required.
5.6.5 DOCUMENTS IMPLEMENTING THIS POLICY
P10004 Purchase Requisition & Purchase Order
P90007 Vendor Quality Assessment & Selection
<PAGE>
5.7 CUSTOMER SUPPLIED PRODUCT
5.7.1 SCOPE
This policy defines the way in which any customer supplied or owned
product will be controlled.
5.7.2 REFERENCE
BS EN ISO 9001 Requirement 4.7
5.7.3 POLICY
All Customer Supplied Product will be checked upon receipt for
conformance with the delivery note details.
All items will be positively identified and stored in a designated area.
Product will only be issued against those orders for which it was
supplied.
5.7.4 RESPONSIBILITIES
The Contracts Director is responsible for identifying when contracts
contain customer supplied or owned product and for communicating such
information to the appropriate Company personnel.
The Quality Manager is responsible for ensuring that any Customer
supplied product is clearly identified and stored appropriately.
5.7.5 DOCUMENTS IMPLEMENTING THIS POLICY
P70003 Contract Review
<PAGE>
5.8 PRODUCT IDENTIFICATION AND TRACEABILITY
5.8.1 SCOPE
This policy defines how product identification and traceability will be
maintained in connection with processes associated with Customer
products/services.
5.8.2 REFERENCE
BS EN ISO 9001 Requirement 5.8.
5.8.3 POLICY
All materials to be used on products destined for a Customer will be
adequately identified on receipt and during storage, pending issue and
use.
All shipped finished products will be allocated with serial numbers these
will be individually identified to enable full product history to be
traced.
Test Results sheets will be completed wherever necessary to document the
results of tests performed. Such documents and any Certificates of
Conformance will be stored by the Company for a minimum period of ten
years after the products withdrawal from sale. (Refer also to 5.16 of
this Manual.)
Sales order history will be maintained for a minimum period of seven
years. (Refer also to 5.16 of this Manual.)
5.8.4 RESPONSIBILITIES
All personnel are responsible for observing the requirements of the
procedures that implement this policy.
The Engineering Operations Director is responsible for ensuring that the
requirements for product identification are incorporated in company
procedure documentation.
The Customer Services Director is responsible for ensuring traceability
of product shipped to the Customer.
5.8.5 DOCUMENTS IMPLEMENTING THIS POLICY
P10003 Goods Receiving Procedure
P20005 RTAC Operating Procedure
P70003 Contract Review Procedure
P90011 Procedures for issuing Certificates of Conformance
<PAGE>
5.9 PROCESS CONTROL
5.9.1 SCOPE
This policy defines the way in which the processes that directly affect
the quality of the products and services provided by the Company, will be
controlled.
5.9.2 REFERENCE
BS EN ISO 9001 Requirement 4.9
5.9.3 POLICY
The Company's quality philosophy is implemented by having detailed
procedural documents defining how all key operations and process controls
are performed. Procedural documents covering workmanship standards,
describing the equipment to be used and referring to visual aids, etc.
will be used for verifying processes are being performed correctly.
Details of the process quality control checks will be included in the
procedural documents. Records of quality checks will be used as the basis
of feedback for process quality improvements.
Where production is performed by Airspan Engineering; usually for special
non -released product that is to be shipped to the Customer, the work
will be carried out against plans which take full account of customer
requirements. Production will only be performed in special circumstances
(e.g. supply of variants to standard products), this will be carried out
against schedules that take full account of customer requirements.
Any processes that produce results that cannot be readily verified by
inspection and test at later stages in the process cycle (i.e. special
processes) will be covered by continuous monitoring. Such processes will
be qualified and records kept of personnel and equipment employed in
those processes.
<PAGE>
5.9.4 RESPONSIBILITIES
The Quality Manager is responsible for checking that the processes as
detailed in quality procedures are complied with, through audits and
inspections of processes and product. The Quality Manager is also
responsible for ensuring any special processes are documented.
The Customer Services or Engineering Operations Directors are responsible
for any special production worked within their respective areas or by
their staff.
5.9.5 DOCUMENTS IMPLEMENTING THIS POLICY
P20005 Technical Assistance Centre Operating Procedures
P20012 Installation Workmanship & Practices
P10003 Goods Receiving Inspection
P90006 Internal Quality audit & Review
W960-0001-001 QA Product Inspection and Audit Procedures
<PAGE>
5.10 INSPECTION AND TESTING
5.10.1 SCOPE
This policy defines the conduct of inspection and testing activities to
verify conformance with specified requirements.
5.10.2 REFERENCE
BS EN ISO 9001 Requirement 4.10
5.10.3 POLICY
Documented procedures will be provided for receiving inspection,
product testing, and final inspection activities where appropriate.
Records will be maintained for such activities for a minimum period of
ten years. (Refer also to 5.16 of this Manual.)
All products to be supplied to the Customer will be subject to final
inspection to ascertain conformance to specified requirements.
5.10.4 RESPONSIBILITIES
The Manager whose department is providing the material for shipment to
the Customer is primarily responsible for ensuring that detailed
procedures are available where necessary as an aid to personnel
responsible for the conduct of such inspections. Other department heads
(e.g. Quality, Engineering) will be required to assist that Manager
with the provision of such information.
The Quality Manager is responsible for ensuring that these are
available and maintained in accordance with the issue and change
control procedures. It is the responsibility of all personnel carrying
out an inspection activity to observe the established inspection
instructions and procedures.
The Quality Manager bears the ultimate authority under Senior
Management for the release of the Company's products and is responsible
for the delegation of that authority.
<PAGE>
5.10.5 DOCUMENTS IMPLEMENTING THIS POLICY
P10003 Goods Receiving Procedure
P90001 ESD Handling Procedures
P90011 Procedure for issuing Certificates of Conformance
<PAGE>
5.11 CONTROL OF INSPECTION, MEASURING AND TEST EQUIPMENT
5.11.1 SCOPE
This policy defines the control of inspection, measuring and test
equipment used by the Company.
5.11.2 REFERENCE
BS EN ISO 9001 Requirement 4.11
5.11.3 POLICY
Equipment whose calibration is current and traceable to national or
international standards will be provided for the purpose of inspection
and testing product quality. Such equipment will be furnished in
response to planned reviews of technical requirements.
All equipment (including test software) used for inspection, test and
measurements will be subject to regular calibration, as detailed in the
appropriate calibration procedure. Calibration equipment will be
traceable to a national or international standard. Records of
calibration will be maintained and a system of call-in for calibration
operated. When equipment is found to be out of calibration, the effect
of that error on product will be reviewed and appropriate corrective
action taken.
Equipment that is not calibrated in-house will only be entrusted to an
accredited test house that meets the requirements of the Quality
System.
The Company's calibration procedures will ensure that all appropriate
test equipment is identified, its calibration integrity is maintained,
the use of uncalibrated equipment is strictly controlled, and equipment
is maintained in-calibration to meet its usage requirements and storage
conditions.
<PAGE>
5.11.4 RESPONSIBILITIES
The Quality Manager is responsible for the calibration activity and for
ensuring that the on-going needs for inspection, measurement and test
equipment are identified and actioned accordingly.
It is the responsibility of all personnel to ensure that the equipment
used is suitable and within its calibration period.
5.11.5 DOCUMENTS IMPLEMENTING THIS POLICY
P90001 ESD Handling Procedures
P90002 Calibration of Test Equipment, General Procedure
P90003 General Power Supply Calibration
<PAGE>
5.12 INSPECTION AND TEST STATUS
5.12.1 SCOPE
This policy defines the way in which inspection and test status will be
defined.
5.12.2 REFERENCE
BS EN ISO 9001 Requirement 4.12
5.12.3 POLICY
All materials and products will be suitably identified throughout each
verification stage of development, any special production, and, where
relevant, installation.
The inspection and test status of a particular item will be identified
by the relevant inspection and test records. These may be documented on
paperwork systems, on an electronic database system, or on a
combination of both systems.
Non-conforming products will be clearly identified pending
investigation and disposition.
Inspection and test records will enable the identity of the inspection
authority responsible for the release of the finished product to be
established.
5.12.4 RESPONSIBILITIES
The Manager whose staff implement inspection and test activities is
responsible for the provision and maintenance of detailed procedures
that implement this policy.
It is the responsibility of all personnel to observe the requirements
of the procedures that implement this policy.
It is the responsibility of the Quality Manager to ensure that the
procedures required to implement this policy are established and
observed.
The Quality Manager bears the ultimate authority for the release of the
Company's products and is responsible for the delegation of that
authority.
5.12.5 DOCUMENTS IMPLEMENTING THIS POLICY
P60018 Documenting Engineering Test Activity
P90011 Procedure for issuing Certificate of Conformance
<PAGE>
5.13 CONTROL OF NON-CONFORMING PRODUCT
5.13.1 SCOPE
This policy defines the manner of controlling products
(including services) that do not conform to specified
requirements.
5.13.2 REFERENCE
BS EN ISO 9001 Requirement 4.13
5.13.3 POLICY
All non-conforming products will, immediately upon detection,
be identified and held pending investigation and disposition.
Such arrangements will apply to product received from
suppliers or from internal or external non-conformance's.
All non-conforming products will be reviewed to determine the
need for corrective/preventive action and the subsequent
product disposition.
Repaired and/or re-worked products will be re-tested and re-
inspected in accordance with normal documented procedures.
Records of all non conformance will be maintained and will be
periodically reviewed to establish trends and thereby
determine the need for further preventative action.
Product that does not conform to the customer's specification
will only be used or supplied with the customer's prior
knowledge and written consent.
5.13.4 RESPONSIBILITIES
It is the responsibility of all personnel detecting a non
conformance to ensure that this is properly identified,
segregated and reported.
The responsibilities for determining corrective and preventive
action and disposition of non-conforming product are defined
in the procedures that implement this policy.
<PAGE>
5.13.5 DOCUMENTS IMPLEMENTING THIS POLICY
P20006 Customer Repair, Return & Warranty
P20010 Airspan Customer Service Help Desk
P50004 Airspan Rework Instruction
P90012 Control of non-conforming product
P90013 Problem Reporting Procedure.
<PAGE>
5.14 CORRECTIVE AND PREVENTIVE ACTION
5.14.1 SCOPE
This policy defines the requirement for corrective and
preventive action to be initiated, implemented and reviewed
for effectiveness.
5.14.2 REFERENCE
BS EN ISO 9001 Requirement 4.14
5.14.3 POLICY
Product, process or Quality System non-conformance's detected
will be analysed to determine their magnitude and cause. Any
corrective action designed to prevent any further occurrences
will be assigned, time limited and followed up to ensure
timely and effective implementation. Such action will extend
to any non-conformance's found in product received from a
supplier, or a customer.
Working teams will be formed when required on a short term
basis to resolve specific problems.
All corrective actions will be recorded and periodically
analysed and reviewed to establish the need for further
preventative action.
5.14.4 RESPONSIBILITIES
It is the responsibility of all personnel to identify and
ensure that all non-conformance's are dealt with
expeditiously.
The responsibility for the timely implementation of corrective
and preventive action agreed upon as a result of a product,
process or system non-conformance rests with the personnel to
whom such activities have been assigned.
Apart from the records of corrective and preventive actions
maintained by the personnel involved, the Quality Manager
shall maintain copies of all formal corrective/preventive
action records and shall audit them to ensure their
effectiveness.
<PAGE>
5.14.5 DOCUMENTS IMPLEMENTING THIS POLICY
P90005 Corrective Action Procedure
P20010 Airspan Customer Service Help Desk
<PAGE>
5.15 HANDLING, STORAGE, PACKAGING, PRESERVATION AND DELIVERY
5.15.1 SCOPE
This policy defines the controls employed within the Company
for the handling, storage, packaging, preservation and
delivery of materials. In most cases these processes will be
performed by a third party organisation(e.g.
Supplier/Manufacturer) under an Airspan Communications
purchase order or business agreement.
5.15.2 REFERENCE
BS EN ISO 9001 Requirement 4.15
5.15.3 POLICY
Material handling arrangements (in documented procedures) will
be required during all stages of goods receipt, special
assembly, installation, inspection and test where applicable,
in order to prevent any risk to material quality.
The manner in which material is handled and protected will be
subject to specific written instructions where critical
handling and transportation considerations are identified
(e.g. during a contract review process). These will refer to
any special containers, and handling devices will be provided
accordingly.
Material awaiting use or shipment will be identified and
segregated in designated storage areas. Suitable measures will
be taken to prevent damage or deterioration including a
periodic inspection for material condition.
The Company's products will be packed in accordance with
prescribed methods and using materials designed to ensure that
the product quality is preserved during transit. Order and
product identification will be clearly marked and will provide
for any contract or carrier requirements.
The product description, destination and transit
considerations will be specified on the Company's
delivery/dispatch note.
<PAGE>
5.15.4 RESPONSIBILITIES
The Manager receiving product is responsible for ensuring that
material is properly received, identified, protected, stored
and issued in accordance with the prescribed routines in
documented procedures.
The Manager arranging shipments is responsible for ensuring
that products are properly prepared for dispatch and are
accordingly identified when shipped from Airspan
Communications..
The Manager whose staff are handling equipment destined for
the Customer is responsible for ensuring that products are
correctly handled throughout its time in their area, this
shall be in accordance with documented procedures.
The Quality Manager is responsible for ensuring that
procedures are established, implemented and maintained to
enable the requirements of this policy to be achieved.
It is the responsibility of all personnel to adopt good
material handling practices and for observing the written
procedures provided.
5.15.5 DOCUMENTS IMPLEMENTING THIS POLICY
P10003 Goods Receiving
P90001 ESD Handling Procedures
P20012 Installation Workmanship & Practices
<PAGE>
5.16 CONTROL OF QUALITY RECORDS
5.16.1 SCOPE
This policy defines the establishment, collection and
maintenance of quality records.
5.16.2 REFERENCE
BS EN ISO 9001 Requirement 4.16
5.16.3 POLICY
All essential quality related activity within Airspan
Communications Limited will be supported by records that
demonstrate the status against specified requirements and the
effective operation of the Company quality system.
The requirement for particular records will generally be
identified in the Company's documented procedures. The
retention periods and the authority for the disposal of
records will be defined.
Records will be suitably stored and maintained to ensure their
safe keeping and subsequent retrieval.
Access to quality related records will be made available to
the customer or his representative or a third party as
required.
5.16.4 RESPONSIBILITIES
It is the responsibility of all personnel to ensure that
quality related records are compiled in a complete, legible
and accurate manner and are correctly filed, stored and
preserved in an accessible location.
The Quality Manager will co-ordinate any access to the quality
records required by the customer, or a third party assessor.
5.16.5 DOCUMENTS IMPLEMENTING THIS POLICY
P00007 Network Computer System Back Up
P90004 Documents Specification & Control
P90008 Records Retention Requirements
<PAGE>
5.17 INTERNAL QUALITY AUDITS
5.17.1 SCOPE
This policy defines the conduct of company-wide internal
quality audits.
5.17.2 REFERENCE
BS EN ISO 9001 Requirement 4.17
5.17.3 POLICY
Airspan Communications Limited will ensure that all aspects of
its Quality System is objectively audited in accordance with
documented procedures.
These company-wide quality audits will be carried out
systematically to a programme established by the Quality
Manager that reflects the status and importance of the
activities being audited.
These company quality audits will take into account any self-
audits conducted within a department. Such self-audits,
carried out by and for that department's management, check the
compliance of that department to its operational and
administrative procedures, and its local instructions.
Results of the internal quality audits will be recorded and
reviewed by management to ascertain that the Quality System is
effective in achieving its objectives and continues to
implement the Company's policies.
Internal quality audits will be conducted by experienced
and/or trained personnel who have no direct responsibility for
the function being audited.
5.17.4 RESPONSIBILITIES
The Quality Manager is responsible for ensuring that
documented procedures are established and maintained to
implement this policy.
The Quality Manager will co-ordinate the audit activities and
is responsible for ensuring that there are sufficient trained
auditors to meet the audit programme requirements.
The Head of each function being audited is responsible for
identifying, investigating, planning and co-ordinating to
completion any corrective and preventive action agreed upon as
a result of the audit.
5.17.5 DOCUMENTS IMPLEMENTING THIS POLICY
P90006 Internal Quality Audit & Review
<PAGE>
5.18 TRAINING
5.18.1 SCOPE
This policy defines the arrangements made within the Company
to ensure that all personnel are suitably trained for the
tasks that they are required to undertake.
5.18.2 REFERENCE
ISO BS EN ISO 9001 Requirement 4.18
5.18.3 POLICY
All tasks within the Company that are adversely affected by
the lack of acquired skill will be identified and made the
subject of a job specification that reflects the extent and
evidence of skill required. This will be used to appraise the
level of competence of personnel both before and during
engagement by the Company and to identify training needs
accordingly.
It is Company policy to only recruit personnel who are already
competent, skilled and/or trained to undertake the job
specified. Subsequent training including quality awareness and
product training, will be made available to individuals either
to enhance their job performance or to give them greater
career opportunities in the Company.
Documented procedures shall be available to identify training
needs and to provide training for all personnel.
The identification of training needs will be accomplished
primarily by formal personal objective setting (appraisals)
reviews between each employee and his manager.
Records will be maintained of authorised training given.
Periodic reviews of training requirements will be made to
ensure that training remains effective, and to identify needs
for retraining.
The Company will also carry out training for its Customers to
documented procedures. That customer training will be to meet
customer requirements and expectations, especially covering
the operation and maintenance of Airspan products supplied to
customers.
<PAGE>
5.18.4 RESPONSIBILITIES
Function Heads are responsible for identifying training needs
and ensuring that only personnel who are suitably qualified
perform tasks requiring acquired skill. They are also
responsible for ensuring that personnel receive such training.
The Human Resources Manager is responsible for establishing
and maintaining the appropriate training records and for
ensuring that documented procedures are available and
maintained to implement this policy.
Customer training is the responsibility of the Customer
Services Director.
5.18.5 DOCUMENTS IMPLEMENTING THIS POLICY
P00001 Procedure for maintaining appropriate skills within
Airspan
<PAGE>
5.19 SERVICING
5.19.1 SCOPE
This policy defines the servicing, upkeep and maintenance
support that the Company will provide for its customers.
5.19.2 REFERENCE
BS EN ISO 9001 Requirement 4.19
5.19.3 POLICY
In line with the Company policies and its total commitment to
quality, Airspan Communications Limited seeks to provide for
its customers continued product support and after sales
liaison.
The Company will provide for its customers (via documented
procedures) technical, product and applications support, via a
Technical Advice Centre and Help-Desk.
The Company will ensure that its products meet the immediate
requirements of its customers and will work with its customers
to establish and meet their future needs.
Where required the Company will provide product/system manuals
that will detail use, installation, commissioning,
maintenance, safety and disposal information.
Training will also be made available to customers as required.
(See 5.18.3 of this Manual)
<PAGE>
5.19.4 RESPONSIBILITIES
The Customer Services Director and the Product Management Director are
responsible for the provision of resources for and the co-ordination of,
the technical support and customer liaison activities.
They both are responsible for ensuring that documented procedures are
established and maintained to implement this policy.
The Product Management Director is responsible for ensuring that the
requirements for product/system manuals are identified and for co-
ordinating the generation and authorisation of the issue of all such
material.
5.19.5 DOCUMENTS IMPLEMENTING THIS POLICY
P20010 Airspan Customer Service Help Desk
P20005 Technical Advice Centre Operating Procedures
P20006 Customer Repair, Return & Warranty
P70004 Bid Procedure
<PAGE>
5.20 STATISTICAL TECHNIQUES
5.20.1 SCOPE
This policy defines the use of statistical techniques within the
Company.
5.20.1 REFERENCE
BS EN ISO 9001 Requirement 4.20
5.20.3 POLICY
Where needed within the Company, statistical techniques will be selected
to be the most appropriate statistically valid technique for the
application.
The techniques used will be defined in documented procedures or
propriety software will be used against an established standard.
Where statistical techniques are used for product verification due
regard will be made to the contractual requirements of the customer.
5.20.4 RESPONSIBILITIES
It is the responsibility of all staff specifying the use of statistical
techniques to ensure that the requirements of this policy are complied
with and appropriate documented procedures are established and
maintained where applicable.
It is the responsibility of all persons using statistical techniques to
observe the relevant procedures or published standards.
5.20.5 DOCUMENTS IMPLEMENTING THIS PROCEDURE
Currently there are no procedures implementing this policy as no
requirements for the implementation of statistical techniques have been
identified.
ANNEX 16 - System Requirements
-------------------------------
The system requirements shall be as follows;
1) Capacity
The system shall operate from 9 Base Station Sites and 2 Access Concentrator
Sites.
The system shall have the following capacity:
- 405 ISDN Basic Rate Subscriber Terminals
- 405 Data Leased Line Subscriber Terminals
- 3380 64kbit/s Voice Lines
2) System Performance
- The System shall meet the performance requirements specified in Clause 1 of
the main contract and the other performance specifications defined in Annex
1, Annex 2 and Annex 3.
3) Functionality
- The system shall provide the functionality defined in Annex 1, Annex 2 and
Annex 3.
ANNEX 17 - ACCEPTANCE PROCEDURES
---------------------------------
<PAGE>
Introduction
This Annex defines the methods and procedures by which the Purchaser
agrees to the Acceptance of Systems delivered and installed by the
Contractor to fulfil the requirements of the Turnkey Contract. The
procedure has two stages:
(i) Acceptance of Site Installations
(ii) System Acceptance (Actual Date of Delivery)
At the successful completion of each stage of testing, the Purchaser shall
issue the Contractor with Acceptance Certificates that the Contractor
shall present to the Purchaser when requesting payment.
Turnkey Supply Acceptance
The Contractor shall agree a program for performing such Acceptance Tests
that shall test the Wireless Local Loop System to establish that the
Acceptance Criteria defined in Section ERROR! REFERENCE SOURCE NOT FOUND.
of this Annex are met. Acceptance of the Wireless Local Loop System shall
be deemed to have occurred upon the successful completion of the
Acceptance Tests. The Wireless Local Loop Equipment shall be defined as
the Wireless Local Loop radios, modem shelves, RF shelves, together with
ancillaries such as racks, antennae, feeders and cabling necessary to
build a complete Wireless Local Loop System.
The Acceptance tests program shall comprise the following steps:
(i) Acceptance of Site Installations
(ii) System Acceptance
The Acceptance Criteria with respect to these items (i) - (vi) are
detailed below:
Factory Acceptance Test
If required the Contractor shall demonstrate to the reasonable
satisfaction of the Purchaser, at the Contractor's premises, the complete
workings of the Wireless Local Loop System as described in Annex 1.
The Purchaser may decide to waive the Factory Acceptance Tests, or to
request a substitute demonstration that the Wireless Local Loop components
proposed can be integrated to form a Wireless Local Loop System. If the
Purchaser decides to waive the tests, or to substitute demonstration, the
Purchaser shall give the Contractor at least 30 days notice before the
scheduled date for the FAT.
When the Purchaser is satisfied that the Factory Acceptance Tests have
been completed, he shall issue a Factory Acceptance Test Certificate
within 24 hours.
Site Acceptance
The Contractor shall deliver and install the Equipment at the Site(s)
according to the Installation Standards defined in documentation, Annex
11, this is termed "Site Installation".
Upon the Contractor delivering Equipment to a Purchaser Site, the
Purchaser shall confirm that the Equipment is accompanied by
documentation, which shall include:
(i) list of Equipment and Documentation included in delivery
(ii) EMC - Electrical Safety protocols,
(iii) Protocol of measurement of the system.
The Contractor upon completing the Site Installation and integration of
all Equipment on a Site to the central management at the OMC shall request
a Site Acceptance Meeting. The Site Acceptance Meeting shall be a meeting
held with representatives from the Contractor and the Purchaser, and shall
identify whether the Site Installation conforms to the Purchaser's
standards. The Site Acceptance Meeting shall have three possible outcomes:
(i) unconditional Acceptance of the Site Installation by the Purchaser
(ii) conditional Acceptance of the Site Installation by the Purchaser,
with a list of failures by the Contractor to conform with the
Installation Standards, and which shall not cause the next steps in
deployment to be delayed, that the Contractor shall remedy at the
Contractor's expense and within an agreed time-table
<PAGE>
(iii) rejection of the Site Installation, where the installation
standard is grossly deficient, such that in the Purchaser's
reasonable opinion delays to the next steps in deployment would
be caused, such that the Site Installation Acceptance process
must be undertaken again within 14 days.
The Contractor may, subject to Purchaser's agreement, shall use standard
commissioning tests, together with the additional tests specified by the
Purchaser and agreed with the Contractor. The commissioning tests when
taken as Site Acceptance Tests, shall demonstrate at least the following
functionality of the Wireless Local Loop System:
(i) the configuration of connections across the System according to
the Turnkey Supply specification for the Wireless Local Loop
System,
(ii) the configuration of speech circuits across the System according
to the Turnkey Supply specification for the Wireless Local Loop
in Annex 1 and their use to carry a variety of modem links,
including ITU-T standard V.34-bis modems at 33.6kbit/s and
industry standard 56kbit/s.
(iii) the BER of a channel across the Wireless Local Loop System during
normal operation condition shall be according the specification,
(iv) the supervision of the whole installed Wireless Local Loop System
from the network control center at Purchasers OMC.
(v) the Management System shall operate without software failures
during the tests according specification,
(vi) where Equipment includes duplicated functions such as, but not
limited to, modem cards, RF and IF functions, power supply units,
the switch-over to the protection card shall be demonstrated by
removal of the card, without using the NMS to warn the system.
(vii) Installation of a least one ST per RF Interface, at either a
Purchasers customer site, or a temporary installation at a site
that the Purchaser has nominated. In all cases the ST may only be
installed within the predicted coverage area.
Once the Site Installation has been unconditionally accepted by the
Purchaser, the Purchaser shall issue a Site Acceptance Certificate, signed
by the Purchaser Representative within 24 hours.
System Acceptance (Actual Date of Delivery)
After completion of all Site Installations and optimisation of the system,
or when the Purchaser shall indicate that the level of conditional
Acceptance warrants proceeding to the next stage, the WLL System shall be
tested for the System Acceptance.
The System Acceptance Test shall cover all features and services as agreed
in the contract and shall be conducted on the complete Turnkey Supply. The
System shall operate without any major failure during the System
Acceptance test. The Final Acceptance Test shall demonstrate at least the
following functionality:
(i) the connection of all Equipment to the central management
(ii) integration of FA Airspan equipment and the DA Airspan equipment.
(iii) Voice and ISDN functionality based on connection to the switch.
(iv) the configuration of connections across the System according to
the Turnkey Supply specification.
(v) the error-free transmission of data across the Wireless Local
Loop System during normal operation condition.
(vi) the management system shall operate without software failures
during the tests and according specification
(vii) subscriber database handling
(viii) where Equipment includes duplicated functions such as, but not
limited to, modulator, RF and IF functions, power supply cards,
the switch-over to the protection card shall be demonstrated by
removal of the card, without using the NMS to warn the system.
(ix) Actual system radio coverage meets predicted coverage levels.
<PAGE>
The results of the test shall be one of three possible conditions:
(i) unconditional System Acceptance of the WLL System by the Purchaser
(ii) conditional System Acceptance of the WLL System by the Purchaser,
with a list of failures by the Contractor to conform with the
expected results, with failures which would impact the deployment
of the network, but not completely disable it. The Contractor must
remedy the faults at the Contractor's expense and within an agreed
timetable
(iii) rejection of the System, where tests fail in such a way that in
the Purchaser's reasonable opinion demonstrate that the network
cannot be successfully deployed by the Purchaser. The errors must
be corrected and the Final Acceptance process must be undertaken
again within 14 days.
Once unconditional System Acceptance of the WLL System by the Purchaser has
been agreed, the Purchaser shall issue a Certificate of Acceptance of
Completion of Field Trial Tests signed by the Purchaser Representative
within 24 hours.
Once the Purchaser issues the Certificate of Acceptance Actual Date of
Delivery shall be achieved.
1.1. System Acceptance Test Conditions
The System Acceptance Test certificate will be issued and singed off under
the following conditions.
No severity 1 fault and a maximum of 5 severity 2 faults are open
(specification of severity code see table below)
<TABLE>
<CAPTION>
=================================================================================================================
Severity Code Classifications
-----------------------------------------------------------------------------------------------------------------
Severity Code Description Handling Procedure during Final Acceptance Test
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Technical Purchaser is experiencing a major Final Acceptance Test will be stopped immediately and a
Severity 1 or catastrophic system outage trouble report will be issued. Final Acceptance Test will
that prevents their business or only continue after a workaround solution (downgrade to
Purchasers from functioning. severity 2) or a final solution is available
A severe system outage causing a
major function to continuously
fail, or to fail on a consistent
basis and there is no work around
or recovery action possible.
=================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
=============================================================================================================
Severity Code Classifications
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Technical Severe system outage causing a Final Acceptance Test will continue and a trouble report
Severity 2 major function to periodically will be issued. Final Acceptance Test will be stopped if
fail but that is recoverable. more then 10 TR with severity 2 are issued and a solution
More specific, failures of or work around for at least 5 off them is not available
individual protocol forwarding within 10 working days. A severity 2 fault without work
interface failures or around solution will be upgraded to severity 1 after 15
communication failures that working days
result in loss of system Missing functions or services as specified in the
functionality. contract will automatically get a severity 2
Purchaser is experiencing a
problem that results in the
product not meeting technical
specifications and is disruptive
to the operations or impacts
company provided services.
Business can continue
uninterrupted, although
performance may be degraded and
company provided services
impacted.
-------------------------------------------------------------------------------------------------------------
Technical Minor function does not work Final Acceptance Test will continue and a trouble report
Severity 3 properly or a non-disruptive will be issued. Missing installations will be upgraded to
error has been encountered. New severity 2 after 15 working days
installations that have not yet
been successfully brought on-line
are also categorized as a
Severity 3.
Purchaser is experiencing a
problem and requires technical
advice or a recommendation for
the most optimal solution.
Severity 3 calls are regarding a
problem that has a reliable
work-around available and slight
current impact on the operational
environment.
-------------------------------------------------------------------------------------------------------------
Technical Indicates that the system is Final Acceptance Test will continue and a trouble report
Severity 4 apparently operating will be issued.
successfully, but the Purchaser
requires additional information
to improve utility or management
of the network. This category may
include feature requests,
recommendations for improved
documentation or the need for
additional understanding of the
system.
Purchaser is experiencing a
minor, non-disruptive error or
function that has little
operational impact. Request for
general information.
-------------------------------------------------------------------------------------------------------------
Note: The Severity classification on Trouble Reports may be reclassified if it is determined that
the impact of the problem on the Purchaser's network has increased or decreased.
=============================================================================================================
</TABLE>
ANNEX 19 - Share of Responsibilities
-------------------------------------
<PAGE>
The responsibilities for this contract shall be as defined below:
<TABLE>
<CAPTION>
Airspan Suntel
------- ------
<S> <C> <C>
Project Management P -
Radio Planning and Network Design P -
Site Preparation - P
Access to Sites - P
Transportation of Equipment P -
All Permission and Radio License - P
Antenna System Rigging P -
Test Equipment for I&C, Site and System Acceptance Tests P -
Installation and Commissioning (Base Station) P -
Installation and Commissioning (Subscriber Terminals during Site Acceptance) P S/1/
Installation and Commissioning (Subscriber Terminals after Site Acceptance) - P
Installation and Commissioning (Management System) P S/2/
Site Acceptance Testing P -
System Acceptance Testing P -
Integration Testing with Host Switch S/3/ P
Management Communication Links between AC and OMC - P
Network Maintenance (after Site Acceptance, before System Acceptance) S/4/ P
System Operation (After Site and System Acceptance) - P
</TABLE>
Prime Responsibility = P, Secondary Responsibility = S
ANNEX 20 - Local Support and Subcontractors
--------------------------------------------
Airspan propose the following local support structure:
Airspan shall recruit a full-time "Country Manager", based in Colombo. The
Country Manager shall be the primary contact for all project related work. The
Country Manager shall have a staff of two engineers, again full-time employees.
These staff shall be dedicated to this project.
Other Project Management Support shall be provided by staff based in the UK, who
will make regular trips to Sri Lanka, in order to make progress reports.
During the Access Concentrator, Management System and Base Station installations
and Site Acceptance phases, two UK based, Customer Service Engineers shall be
permanently based in Sri Lanka, in order to Supervise all Physical Installation
works, perform System Commissioning and Site Acceptance Testing.
All Radio Planning, Site Survey and System Optimisation shall be undertaken by
Airspan employees based in the UK, who will be based in Colombo for the short
periods to undertake these activities.
We will be assisted by a single Subcontractor. This subcontractor shall be:
Metropolitan Telecom Services (Pvt) Ltd.
No. 85 Braybrooke Place
___________________________
/1/ Suntel must provide locations for ST installation to enable Site Acceptance.
In the case that Suntel cannot provide a location for ST installation, Suntel
must nominate a location for the temporary deployment of the ST.
/2/ Suntel have the responsibility to provide RS-232C links, operating at 9.6
kbit/s, between the location of the Access Concentrators and the OMC.
/3/ Suntel have the responsibility for Switch configuration and Datafill to
enable integration to occur. Suntel must develop the numbering plan and provide
details to Airspan for Access Concentrator Datafill.
/4/ Airspan will provide secondary support for operation and maintenance during
the Limited Commercial service phase (between Site and System Acceptance).
<PAGE>
Colombo 2
Sri Lanka
This subcontractor shall be responsible for the following activities:
. Warehousing of Equipment before Installation.
. Transportation of Equipment to Site.
. Fabrication of Antenna Mounting Equipment.
. Antenna Rigging and Feeder Installation.
. Physical Installation of the Base Station (Overhead / Floor Mounting).
. Cabling of Power, E1s to DDF, and RS-232 Management links.
. Disposal of Equipment Packaging.
. Creation / Modification of Site "As built" drawings.
Airspan employees shall supervise all works that the contractor may perform.
Annex 21 - Operations and Maintenance
-------------------------------------
AS8100 Sitespan is a distributed control system for managing the Airspan AS4000
WLL Systems.
Sitespan allows equipment at several sites to be configured and monitored from a
single remote station and allows several stations to connect to a single site
simultaneously.
Sitespan has the following features:
. An intuitive graphical user interface(GUI) to access all products and
services.
. Real time display, propagation and logging of equipment alarms throughout
the managed site network.
. Easy site to site network navigation.
. logging of all operations performed on managed equipment as well as
equipment states.
. support for multiple users to simultaneously monitor sites.
. support for multiple sites to be monitored simultaneously.
. access to sites from either dialup modem links or network connections.
. multi-level Undo of all operations in each user session.
Sitespan has two distinct components:
. A Server that is directly connected and associated with the equipment
racks.
. An Equipment View that supplies the user interface.
These two components can run either on the same machine or on separate machines
The Sitespan Server is the Sitespan component responsible for monitoring and
controlling the telecommunications equipment connected to it.
The Server communicates with the equipment shelves in their respective native
control languages to issue commands or collect status. The Server is instructed
to carry out these management duties by commands from connected Equipment Views.
The Server's job is to translate Sitespan commands received from users at
Equipment View terminals into command sequences in the native languages of the
connected equipment. These sequences are issued to the equipment shelves and
responses from the shelves are translated into Sitespan status messages before
being sent to all connected Equipment Views.
Once a Server has been instructed to configure its connected equipment, it will
manage the equipment regardless of whether any Equipment Views continue to be
connected. All
<PAGE>
operations and alarms are written to a transaction log file located on the
Server machine maintaining a complete record of status.
The Equipment View application is the user interface through which equipment at
all sites on a Sitespan network can be controlled or monitored. Several
Equipment Views can be connected to a single Server, allowing geographically
disparate groups of users to manage equipment at a particular site. Also, each
Equipment View can connect to several Servers, allowing individual users to
manage equipment at a number of different sites.
[DIAGRAM APPEARS HERE]
Sitespan Graphical User Interface
If two or more Equipment Views are connected to the same site Server, the
consequences of changes made by one user can be seen by all others. For example,
if a user creates a set of subscribers for a shelf, the new subscriber records
will appear in the Subscriber Views on all Equipment Views. Sitespan is able to
do this because all persistent site equipment information is held only at the
Server, with the Equipment View simply viewing it. Thus when the Server database
is altered by a change in site equipment status, this change is propagated
across all of the Equipment Views.
The Equipment View can be run on the same machine as the Server, or on a remote
machine connected to the Server by a modem or network link. Although several
Equipment Views can be connected to a Server, no more than one instance of a
Server or an Equipment View can execute on a single machine.
ANNEX 22 - Vendor Financing
---------------------------
The payment terms given in the main body of the contract are only source of
Vendor Financing. Please refer to Clause 14 for further details.
ANNEX 23 - Insurance
--------------------
Airspan shall be responsible for all insurances up to the point where the "Title
and Risk" transfer to Suntel. This is defined in the contract as Site
Acceptance.
<PAGE>
ANNEX 24 - Availability
------------------------
For the purposes of meeting the contracted performance, as defined in clause 2,
the following definition of availability shall be used:
"Full operation" is defined as the ability of a subscriber terminal to place and
received voice calls and data calls, or maintain 64kbit/s leased line
connections.
If a subscriber, using a Subscriber Terminal, is prevented from full operation
then the number of minutes the subscriber is prevented is deemed to be an
"unavailable minute".
The failure of full operation shall generally be due to a failure of a hardware
or software component.
To calculate the System Availability the following formulae is used:
Total Minutes per Year - Total Subscriber Unavailable Minutes
--------------------------------------------------------------
Total Minutes per Year
This value is expressed as a percentage.
This calculation explicitly excludes "unavailable minutes" due to the following
-------------------
events, which also may cause a loss of full operation
1) Radio Link Fades, caused during the natural operation of any radio system.
The frequency of these fade is directly related to the Fade Margin with
which the subscriber terminal is installed.
2) Blocking caused by contention on a resource, such as the Radio Interface on
a Demand Assigned Voice RF channel.
3) Interference caused by external / unknown sources, or re-configuration of
the system by Suntel.
ANNEX 25 - Definition of Service Effecting Errors
--------------------------------------------------
For the purpose of meeting contractual requirements the following classes of
"Service Effecting Errors" shall be used.
Critical Major Service Effecting Error
- Failure or problem that effects more than 16 customers, and prevents normal
system operation (such as the placing or receiving of calls).
Non-Critical Major Service Effecting Error
- Failure or Problem that effects between 1 to 16 customers and prevents
normal system operation (such as the placing or receiving of calls).
Minor Service Effecting Error
- Failure or problem effects one or more users. Normal operation is possible
with restrictions, such as increased blocking or unusually high levels of
call failure.
Non-Service Effecting Error
- Failure or problem does not impact the normal operation of the system (i.e.
the placing or receiving of calls) but may prevent normal maintenance or
management.
Annex 26
--------
<PAGE>
Airspan Communications Corporation
--End User Software and Equipment Documentation License Agreement--
The rights and privileges granted under this Software and Equipment
Documentation License Agreement (the "License Agreement") relate solely to
Airspan Software and Airspan Equipment Documentation provided for use on Airspan
Equipment or Airspan Systems that are lawfully acquired from Airspan
Communications Corporation or any affiliate thereof (collectively "Airspan"), as
well as from an authorized Distributor or Reseller of Airspan Equipment or
Airspan Systems (collectively "Airspan Distributor").
For the purposes of this License Agreement, "Distributor" means an
independent business entity that is authorized by Airspan to distribute or
resell Airspan Equipment, Airspan Software and Airspan Systems within a defined
territory. Airspan Distributors are not sales or legal representatives or agents
of Airspan. No rights whatsoever shall convey to an entity that does not take
lawful possession of Airspan Equipment, Airspan Software, Airspan Systems and
Airspan Equipment Documentation from Airspan or an authorized Airspan
Distributor, regardless of execution and return of this License Agreement.
Airspan has expended considerable financial and personnel resources in
developing, marketing and supporting Airspan Equipment Documentation and Airspan
Software. Airspan Equipment Documentation and Airspan Software are confidential
and proprietary to Airspan, and are owned solely and exclusively by Airspan.
The End User (an entity that has acquired lawful possession of Airspan
Equipment, Airspan Software, Airspan Systems or Airspan Equipment Documentation
from Airspan or an authorized Airspan Distributor) acquires neither express nor
implied rights to use, utilize or otherwise manage the disposition of Airspan
Equipment Documentation and Airspan Software, except as provided specifically in
this License Agreement.
The following terms shall have the following meanings in this License
Agreement:
1.1. "Airspan Equipment" means telecommunications equipment that is manufactured
or supplied by Airspan or a Airspan Distributor.
1.2. "Airspan Equipment Documentation" means any and all Airspan Equipment and
Airspan Software user or operator manuals, configuration manuals, installation
and configuration guides, user guides, specifications and other such
illustrative materials, in any tangible or intangible form, including
electronic, electro-optical, recorded tape and CD-ROM media.
1.3. "Airspan Software" means any digital instruction sequences or control data
contained on any media, including but not limited to, any magnetic-,
electronic-, optical-, or organic device, and the term Airspan Software shall
include any enhancement, modification, extension, part, portion or expansion
thereof or implementation or downloading from network of any of the foregoing,
for use exclusively on Airspan Equipment.
1.4 "Airspan System" means an arrangement of Airspan Equipment which, when
interfaced with Airspan Software, is operable to perform predetermined
functions.
Airspan hereby grants End User, upon execution and return of this License
Agreement in the manner specified below, a personal, non-exclusive, non-
transferable license to use Airspan Software and Airspan Equipment Documentation
exclusively with Airspan Equipment and/or Airspan Systems, as may be applicable,
that are lawfully obtained from Airspan or a Airspan Distributor, and to make
one (1) copy of Airspan Software solely for archival purposes. The license
rights granted herein are applicable solely to the
<PAGE>
corresponding number of Airspan Equipment and/or Airspan Systems for which such
rights have been procured by End User.
End User agrees that it shall: (a) not alter, merge or adapt any portion of
the Airspan Software in any way, including reverse engineering, disassembling,
or decompiling Airspan Software or the functioning of any Airspan Equipment or
Airspan Systems, or permit others to do the same without the prior written
consent of Airspan; (b) not reproduce, modify, copy or transmit to other persons
or entities any aspect of Airspan Equipment Documentation or Airspan Software,
or make available Airspan Equipment Documentation or Airspan Software to other
persons or entities to reproduce, modify, copy or transmit to other persons or
entities any aspect of Airspan Equipment Documentation or Airspan Software; (c)
limit access to Airspan Equipment Documentation and Airspan Software to its
employees having a legitimate "need to know" in connection with their respective
job responsibilities; (d) take no less than reasonable measures to maintain the
confidentiality of the contents of Airspan Equipment Documentation and Airspan
Software, and treat such Airspan Equipment Documentation and Airspan Software
with no less than the same degree of care that End User takes with its own
confidential or proprietary information; (e) not perform or release benchmarks
or other comparisons of the Airspan Software; (f) not export or re-export
Airspan Software from the country in which it was received from Airspan or a
Airspan Distributor without the appropriate United States government license;
and (g) return to Airspan all originals and copies of Airspan Equipment
Documentation and Airspan Software upon sale, exchange or other disposition of
Airspan Equipment or, at Airspan's sole discretion provided to End User in
writing, confirm in writing to Airspan that all originals and copies of Airspan
Equipment Documentation and Airspan Software in End User's possession or control
have been destroyed.
If the End User breaches this License Agreement, Airspan may terminate the
license granted herein with immediate effect, whereupon the End User shall
return to Airspan all Airspan Software and copies thereof within 10 days. The
Airspan Software may contain authorization keys and license control utilities
which may not be modified or made inoperable by the End User.
This License Agreement also comprises any third party software forming part of
the Airspan Software delivered hereunder, it being understood that ownership to
such third party software is with Airspan's licensors but that the third party
licensor's warranties, guarantees, liabilities, and indemnities relating to such
software do not extend to the End User or the End User's use thereof.
The following additional license conditions shall apply to the End User's use of
any Airspan Software delivered hereunder that is management Software. The End
User (a) may not transfer the Airspan Software to a computer, location, or site
other than that or those, for which the Airspan Software is licensed, or change
the CPU capacity of the computer without the prior written consent of Airspan,
provided, however, that the End User on a temporary basis only may transfer the
Airspan Software to another computer system in the event that the computer for
which the Airspan Software has been licensed becomes inoperable; and (b) shall
maintain adequate records of the installation, location, and site of the Airspan
Software and make such records available to Airspan or the relevant third party
licensor at Airspan's request.
This License Agreement sets forth the entirety of the rights that are
conveyed to End User incident to Airspan Equipment Documentation and Airspan
Software. No modifications, additions or deletions to the terms of this License
Agreement can be undertaken by Airspan Distributors or End User, and any and all
attempts to do so shall not be null and void, as well as unenforceable.
The license granted under this License Agreement is effective only upon
execution of the License Agreement by an authorized End User representative and
return of the original executed License Agreement to the Airspan Distributor
from which the Airspan Software or Airspan Equipment Documentation was obtained.
Agreed and Accepted this _______ day of _______________, 19____.
<PAGE>
_________________________________________
Signature
_________________________________________
Printed Name
_________________________________________
Company Name
_________________________________________
Street Address
_________________________________________
City/State/Province
_________________________________________
Country/Postal Code
ANNEX 27 - Project Organisation
--------------------------------
Airspan shall implement the following organisations to deliver and implement WLL
System, and support Suntel after System Acceptance.
In Country Support (after System Acceptance)
--------------------------------------------
[FLOW CHART APPEARS HERE]
-----------------------------
Airspan Country Manager
TBA
Project Manager
and Sales
-----------------------------
---------------------- -------------------------------
Systems Engineer Systems Engineer
TBA TBA
Installation Works Operations and Maintenance
---------------------- -------------------------------
All employees will be full-time and permanently based in Sri Lanka. Airspan will
establish a local office with facilities for local test, return and repair and
storage of spares.
Project Implementation (up to and including System Acceptance)
--------------------------------------------------------------
The local organisation will depend on UK based project support for most of the
implementation phase. This group will be organised as follows:
<PAGE>
[FLOW CHART APPEARS HERE]
-----------------------
Paul Senior
Regional Director, Asia
Airspan Communications
-----------------------
-------------------------- ----------------------
Minesh Patel TBA
Senior Manager Senior Manager
Technical Project Planning Customer Service, Asia
-------------------------- ----------------------
--------------------- ------------------------ -------------------------
Sunil Patel Ian Stokoe Barry Porter
Consultant Site Supervisor Site Supervisor
Radio Planning and System Commissioning and System Commissioning
and Technical Support Local Project Planning
--------------------- ------------------------ -------------------------
All are Airspan employees, and will be assigned to this project on a full-time
basis during the implementation phase, up to and including System Acceptance.
The Site Supervisors will be on-site for all installation works, including those
carried out by our sub-contractors.
During the Implementation Phase
-------------------------------
The activities of the UK based project support organisation shall be
supplemented by our sub-contractor, Metropolitan Telecom Services. This group
shall support the physical installation, antenna and feeder rigging, and all
site cabling.
This group is lead by Mr. R. H. Samarakone, Director who is assisted by Mr. B
Somasiv, Asst. General Manager.
ANNEX 28 - Bill of Quantity
----------------------------
The detailed parts list has been broken down into the four shipment phases.
Please Note: Final parts numbers will only be confirmed after manufacturing has
completed.
<TABLE>
<CAPTION>
SUNTEL (PHASE 1A)
SALES ORDER SO0xxx
AS 4000 Equipment (C2 Band)
Part No. Description Qty
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Directional antenna
503-0700-094 65 degree antenna (DUAL PORT)and mountings (C band) 12
Buy-in 50 Ohm N-type termination 12
605-0000-114 Feeder Install Kit 6
454-0000-050 Feeder cable 12
CT Rack + RF Plug in cards 6
Consisting rack of:
605-0000-378+ Rack hardware with 2 FA modem shelves (powder coat painted) 1
503 0300 063 EPI PSU 3
503-0300-045 C2 - RF Diplexer and LNA 2
303-0043 900 Combiner Mon 1
303-0043 901 Combiner Mon PSU 1
503 0300 051 Dual Power Amplifier to include packaging 2
TBA Dual DIP/LNA update kit, 2 short rf cables, 2off 2 Way splitters and 1
sticky pads
FA Modem Shelf Card set (ISDN) for 1 RF carrier 6
Each set consisting of:
303-0040-904 AU card 1
303-0042-903 SC card 1
303-0041-907 TU card 1
303-0093-900 CT RF card (C2 band) 1
303-0039-903 Modem Card (Voice/ISDN) 8
FA Modem Shelf Card set (Data) for 1 RF carrier 6
Each set consisting of:
303-0040-904 AU card 1
303-0042-903 SC card 1
303-0004-915 TU card 1
303-0093-900 CT RF card (C2 band) 1
303-0039-900 Modem Card (Data) 8
DA Expansion rack 6
Each rack consisting of:
xxx-xxxx-xxx Expansion "carcus" rack with cables and power distribution panel and 1
"standard" Expansion rack vent and blanking panels
503-0020-011 DA modem shelf (powder coat painted) 1
403-0000-300 Blanking panels for FA modem shelf (to fill in for non-fitted DA 2
shelf)
DA Modem Shelf Card set for 1 RF carrier 6
Each set consisting of:
303-1007-900 DA AU card 1
303-1008-900 DA SC card 1
303-1002-900 DA TU card 1
303-0093-920 DA CT RF card (C2 band) 1
303-1003-900 DA Modem Card 5
261-1000-287 DA Shelf PSU 2
DA Access Concentrator rack 4
Each rack consisting of:
xxx-xxxx-xxx Access Concentrator "carcus" rack with cables and 1
power distribution paneland "standard" AC rack vent
and blanking panels
503-0020-038 DA Access Concentrator shelf (powder coat painted) 2
DA Access Concentrator rack 1
Each rack consisting of:
xxx-xxxx-xxx Access Concentrator "carcas" rack with cables and 1
power distribution paneland "standard" AC rack vent
and blanking panels
503-0020-038 DA Access Concentrator shelf (powder coat painted) 1
403-0010-206 75mm Blanking Panel 1
403-0010-137 100mm Blanking Panel 1
403-0010-067 500mm Blanking Panel 1
DA Access Concentrator Shelf Card set for 1 RF carrier 9
Each set consisting of:
303-1008-900 DA SC card 1
303-1002-900 DA TU card 2?
261-1000-287 DA Shelf PSU 2
ST-I1 (ISDN) FA subscriber terminal equipment 30
Each ST consisting of:
503-0700-155 ST-I1 FA CRU C2 band 1
403-0000-286 CRU Mounting bracket 1
454-0000-162 5 pair drop cable (25m) 1
605-0000-019 CRU fastner kit 1
605-0000-185 Type 2 PSU 230V ac 1
203-0002-002 Batteries 2
218-9700-013 Mains cable (UK plug) 1
ST-D128 (DATA) FA subscriber terminal equipment 30
Each ST consisting of:
605-0000-538 ST-D128 FA CRU C2 band 1
403-0000-286 CRU Mounting bracket 1
454-0000-184 6 pair drop cable (25m) 1
605-0000-019 CRU fastner kit 1
005-9472-050 Type 4A PSU 1
218-9700-013 Mains cable (UK plug) 1
Data Converter 30
Each consisting of:
605-0000-383 AM3 Data converter 1
218-9700-013 Mains cable (UK plug) 1
ST-R2 (2 line Voice DA subscriber terminal equipment 30
(external electronics)
Each ST consisting of:
503-0030-005 ST-R2 FA CRU C2 band 1
403-0000-286 CRU Mounting bracket 1
454-0000-162 5 pair drop cable (25m) 1
605-0000-019 CRU fastner kit 1
605-0000-185 Type 2 PSU 230V ac 1
203-0002-002 Batteries 2
218-9700-013 Mains cable (UK plug) 1
Misc items for CT racks
xxx-xxxx-xxx LCU data "breakout" cable for the FA modem shelf 12
management ports
Sitespan
Special Special configuration PCs required 1
2 Clients, 9 Servers, Rack Mounted
SUNTEL (PHASE 1B)
SALES ORDER SO0xxx
AS 4000 Equipment (C2 Band)
Part No. Description Qty
------------------------------------------------------------------------------------------------------------
Directional antenna
New Part No. 65 degree antenna (SINGLE PORT) and mountings (C band) 18
605-0000-114 Feeder Install Kit 9
454-0000-050 Feeder cable 18
CT Rack + RF Plug in cards 9
Consisting rack of:
605-0000-378+ Rack hardware with 2 modem shelves (powder coat painted) 1
503 0300 063 EPI PSU 3
503-0300-045 C2 - RF Diplexer and LNA 2
303-0043 900 Combiner Mon 1
303-0043 901 Combiner Mon PSU 1
503 0300 051 Dual Power Amplifier to include packaging 2
TBA Dual DIP/LNA update kit, 2 short rf cables, 2off 2 Way splitters and 1
sticky pads
FA Modem Shelf Card set (ISDN) for 1 RF carrier 9
Each set consisting of:
303-0040-904 AU card 1
303-0042-903 SC card 1
303-0041-907 TU card 1
303-0093-900 CT RF card (C2 band) 1
303-0039-903 Modem Card (Voice/ISDN) 8
FA Modem Shelf Card set (Data) for 1 RF carrier 9
Each set consisting of:
303-0040-904 AU card 1
303-0042-903 SC card 1
303-0004-915 TU card 1
303-0093-900 CT RF card (C2 band) 1
303-0039-900 Modem Card (Data) 8
DA Expansion rack 9
Each rack consisting of:
xxx-xxxx-xxx Expansion rack with cables and power distribution panel and "standard" 1
Expansion rack vent and blanking panels
503-0020-011 DA modem shelf (powder coat painted) 1
403-0000-300 Blanking panels for FA modem shelf (to fill in for non-fitted DA shelf) 2
DA Modem Shelf Card set for 1 RF carrier 9
Each set consisting of:
303-1007-900 DA AU card 1
303-1008-900 DA SC card 1
303-1002-900 DA TU card 1
303-0093-920 DA CT RF card (C2 band) 1
303-1003-900 DA Modem Card 5
261-1000-287 DA Shelf PSU 2
Misc items for CT racks
xxx-xxxx-xxx LCU data "breakout" cable for the FA modem shelf management ports 9
SUNTEL ( PHASE 1C )
SALES ORDER SO0xxx
AS 4000 Equipment (C2 Band)
Part No. Description Qty
-----------------------------------------------------------------------------------------------------------
Directional antenna
New Part No. 65 degree antenna (SINGLE PORT) and mountings (C band) 24
605-0000-114 Feeder Install Kit 12
454-0000-050 Feeder cable 24
CT Rack + RF Plug in cards 12
Consisting rack of:
605-0000-378+ Rack hardware with 2 modem shelves (powder coat painted) 1
503 0300 063 EPI PSU 3
503-0300-045 C2 - RF Diplexer and LNA 2
303-0043 900 Combiner Mon 1
303-0043 901 Combiner Mon PSU 1
503 0300 051 Dual Power Amplifier to include packaging 2
Tom Reynolds Dual DIP/LNA update kit, 2 short rf cables, 2 off 2 Way splitters 1
and sticky pads
FA Modem Shelf Card set (ISDN) for 1 RF carrier 12
Each set consisting of:
303-0040-904 AU card 1
303-0042-903 SC card 1
303-0041-907 TU card 1
303-0093-900 CT RF card (C2 band) 1
303-0039-903 Modem Card (Voice/ISDN) 8
FA Modem Shelf Card set (Data) for 1 RF carrier 12
Each set consisting of:
303-0040-904 AU card 1
303-0042-903 SC card 1
303-0004-915 TU card 1
303-0093-900 CT RF card (C2 band) 1
303-0039-900 Modem Card (Data) 8
DA Expansion rack 12
Each rack consisting of:
xxx-xxxx-xxx Expansion rack with cables and power distribution panel and 1
"standard" Expansion rack vent and blanking panels
503-0020-011 DA modem shelf (powder coat painted) 1
403-0000-300 Blanking panels for FA modem shelf (to fill in for non-fitted DA 2
shelf)
DA Modem Shelf Card set for 1 RF carrier 12
Each set consisting of:
303-1007-900 DA AU card 1
303-1008-900 DA SC card 1
303-1002-900 DA TU card 1
303-0093-920 DA CT RF card (C2 band) 1
303-1003-900 DA Modem Card 5
261-1000-287 DA Shelf PSU 2
Misc items for CT racks
xxx-xxxx-xxx LCU data "breakout" cable for the FA modem shelf management ports 12
SUNTEL (PHASE 2)
SALES ORDER SO0xxx
AS 4000 Equipment (C2 Band)
Part No. Description Qty
-----------------------------------------------------------------------------------------------------------
Subscriber Terminals 350
TBA ST-B1 Basic Rate ISDN Subscriber Terminal 30
(External Antenna - Internal Radio Electronics)
TBA ST-L128 128kbit/s Leased Line Data Subscriber Terminal 30
(External Antenna - Internal Radio Electronics)
TBA ST-R2 - Dual Line Subscriber Terminal 290
(External Antenna - Internal Radio Electronics)
SUNTEL (PHASE 3)
SALES ORDER SO0xxx
AS 4000 Equipment (C2 Band)
Part No. Description Qty
-----------------------------------------------------------------------------------------------------------
Subscriber Terminals 290
TBA ST-R2 - Dual Line Subscriber Terminal 290
(External Antenna - Internal Radio Electronics)
SUNTEL (PHASE 4)
SALES ORDER SO0xxx
AS 4000 Equipment (C2 Band)
Part No. Description Qty
-----------------------------------------------------------------------------------------------------------
Subscriber Terminals 315
TBA ST-R2 - Dual Line Subscriber Terminal 290
(External Antenna - Internal Radio Electronics)
TBA ST-M16 - Multiple Line Subscriber Terminal 25
(External Antenna - Internal Radio Electronics)
</TABLE>
ANNEX 29 - Year 2000 Compliance
--------------------------------
The attached document gives Airspan's Year 2000 Compliance.
Quality Assurance
Customer Notice
To our valued Customer,
<PAGE>
Airspan Year 2000 Compliance
----------------------------
In response to numerous requests for information regarding Airspan equipment and
Year 2000 compliance. The following statement details the status of our
equipment:
Airspan - The AS4000 product (previously known as Airspan) does not contain any
real time clock and therefore compliance to Year 2000 is not applicable.
Sitespan - The AS8100 (previously known as Sitespan) operates using the system
clocks, which are provided, via Microsoft(R) Window NT(C). It is a condition
that the PC used shall be loaded with either Window NT(C) version 4.0 with the
year 2000 fixes as supplied by Microsoft, or version 5.0.
In response to the individual rules detailed in DISC PD2000-1, Airspan can
confirm that:
Rule 1 There will be no interruption in operation prior to, during or after
the year 2000 due to the change in century.
Rule 2 Date based functionality will behave consistently when provided with
an acceptable clock from the operating system as detailed above.
Rule 3 The date data is displayed explicitly as a four-digit year.
Rule 4 As confirmed by Microsoft Windows NT, versions as detailed above;
recognise Year 2000 as a leap year.
Signed on behalf of Airspan Communications Ltd
/s/ Richard Woollard
Richard Woollard
Quality Manager
