Exhibit 10.21
FIRST AMENDMENT TO
MASTER SERVICES AGREEMENT
BETWEEN
GTE NETWORK SERVICES
AND
GTE GLOBAL NETWORKS INCORPORATED
THIS FIRST AMENDMENT to the Master Services Agreement (the "Agreement")
is executed by and between GTE Network Services, consisting of the GTE telephone
operating companies listed in Attachment 1 ("GTE") and GTE Global Networks
Incorporated ("GNI"). (GTE and GNI being referred to collectively as the
"Parties".)
RECITALS
WHEREAS, the purpose of this Amendment is to modify the Agreement between the
parties finally executed on September 14, 1999 by modifying the termination
provision thereof and by revising Exhibit B thereto, the Statement of Work (SOW)
to (a) modify the termination provision, (b) include a table of metrics, and (c)
adjust pricing.
WHEREAS, the Parties now wish to adopt the terms set forth below as an amendment
to the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, provisions and
covenants herein contained, the sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1. Section 4.2 of the Agreement is deleted and replaced with the
following:
Notwithstanding anything to the contrary contained in this
Agreement, GTE may terminate this Agreement at the expiration
of the then current term by providing notice to GNI at least
ninety (90) calendar days prior to the expiration of such
term. GNI may terminate this Agreement at any time by
providing at least ninety (90) calendar days prior written
notice of termination to GTE. Termination of the Agreement
pursuant to this Section 4.2 shall not be effective as to work
under any particular Statement of Work until the earlier of
the expiration or termination of such Statement of Work
2. A new Section 3.13 is added to the SOW as follows:
"The NOC will use commercially reasonable efforts to adhere to
the performance metrics set forth in the table of metrics
attached hereto as Attachment C and incorporated herein by
this reference. These metrics will be used as a method to
build historical data. The parties recognize that attainment
or non-attainment may be largely subjective. The parties will
review and agree to the validity of data used to determine
attainment. These metrics are not an unqualified (absolute)
measurement or the sole measurement of performance. Attainment
or non-attainment of such metrics shall not affect
compensation due under this SOW."
Attachment 2 hereto, NOC Metrics, is added to the SOW as
Attachment C thereto.
3. Section 6.0 of the SOW is deleted and replaced with the
following:
"6.0 Compensation
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GTE agrees to provide the Services to GNI at the following
rates.
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RECURRING COST TOTAL
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GNI NETWORK SUPPORT $499,910 PER MONTH
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The labor charges represent the year to year recurring term
charges of this SOW unless otherwise negotiated and agreed to
by both parties.
Notwithstanding anything to the contrary contained in this
SOW, Section 6.0, Compensation, is at all times subject to
review and modification to conform with any applicable
regulatory requirement."
4. Section 8.1 of the SOW is deleted and replaced with the
following:
"Notwithstanding any other provision of this SOW or the
Agreement, this SOW is terminable by GNI on ninety (90)
calendar days written notice to GTE."
5. Except as specifically modified by this First Amendment, the
Agreement shall remain in full force and effect.
6. If any provision in the Agreement conflicts with this First
Amendment, this First Amendment shall control.
THE REMAINDER OF THIS PAGE WAS NOT USED.
AMENDMENT CONTINUES ON THE SIGNATURE PAGE.
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IN WITNESS WHEREOF, the Parties have executed this First Amendment to be
effective on the last date shown below.
GTE Network Services GTE Global Networks Incorporated
By: By:
____________________________________ ______________________________
Name: Xxxxx X. Xxxxxxx By:
____________________________________ ______________________________
Title: Vice President - Wholesale Markets Title:
____________________________________ ______________________________
Date: Date:
____________________________________ ______________________________
By: By:
__________________________________ ______________________________
Name: Xxxxxxxx Xxxxxxxxx Name: Xxxxxx Xxx Xxxxxx
__________________________________ ______________________________
Title: Assistant Secretary Title: Assistant Secretary
__________________________________ ______________________________
Date: Date:
__________________________________ ______________________________
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ATTACHMENT 1
GTE TELEPHONE OPERATING COMPANIES
GTE Alaska Incorporated
GTE Arkansas Incorporated
GTE California Incorporated
GTE Florida Incorporated
GTE Hawaiian Telephone Company Incorporated
GTE Midwest Incorporated
GTE North Incorporated
GTE Northwest Incorporated
GTE West Coast Incorporated
GTE South Incorporated
GTE Southwest Incorporated
Contel of Minnesota, Inc. d/b/a GTE Minnesota
Contel of the South, Inc. d/b/a GTE Systems of the South
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ATTACHMENT 2 TO AMENDMENT
ATTACHMENT C
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NOC Metrics
Note: All agreed upon metrics will be calculated as monthly averages.
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1. NOC will troubleshoot and initiate corrective action regarding critical
support system interruptions (those preventing performance of a function) within
two (2) hours.
Comments:
System interruptions may involve processes and work groups beyond NOC control.
NOC must have access to GNI Network.
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2. NOC will acknowledge and respond to network events within ten (10) minutes
following event presentation from the network management system.
Comments:
Success in meeting this metric will be determined through a review of a
representative number of trouble tickets compared to the system log.
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3. NOC will notify GNI management within fifteen (15) minutes of detecting a
service-affecting event. Notification will be to the specific page list as
defined by GNI according to severity.
Comments:
The NOC currently utilizes a GNI managed support system to deliver this service.
We will continue to utilize this process for notification.
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4. NOC will update the Remedy event ticket on critical outages (affecting
customers and requiring immediate attention and dedicated effort to resolve) at
an interval no greater than thirty (30) minutes or upon receipt of information
essential to the event.
Comments:
The current GNI process calls for updating trouble tickets based on the severity
of the event and availability of essential information. We will continue this
practice.
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5. NOC will escalate to 2nd level technical support no longer than thirty (30)
minutes following receipt of a critical network event.
Comments:
The current GNI process calls for escalation into 2nd level support based on the
severity of the event. We will continue this practice.
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6. NOC will identify customers impacted by a network event notify them within
thirty (30) minutes.
Comments:
Source data will be resident in GNI's Remedy database.
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7. NOC will dispatch field personnel within thirty (30) minutes of detecting an
event or receiving another indication of a network event.
Comments:
This timeframe is to allow for 1st and 2nd level support evaluation to determine
need for dispatch.
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8. NOC will establish and staff a conference bridge within fifteen (15) minutes
of detecting a service-affecting event (an event affecting network performance
but not customers).
Comments:
Success in meeting this metric will be determined through a review of a sampling
of trouble tickets.
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9. NOC will provide initial incident detail within forty eight (48) hours of the
event for input to the GNI led Root Cause Analysis process.
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