Exhibit 10.22
SECOND AMENDMENT TO
MASTER SERVICES AGREEMENT
BETWEEN
GTE NETWORK SERVICES
AND
GTE GLOBAL NETWORKS INCORPORATED
THIS SECOND AMENDMENT to the Master Services Agreement (the
"Agreement") effective March 31, 2000 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 adding a Statement of Work
(SOW) to perform certain services on behalf of GTE Telecom Incorporated,
("Telecom") an affiliate of GNI.
WHEREAS, the Parties now wish to adopt the Statement of Work 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. A new Statement of Work is added as Attachment 2.
2. Except as specifically modified by this Second Amendment or
prior amendments, the Agreement shall remain in full force and
effect.
3. If any provision in the Agreement conflicts with this Second
Amendment, this Second 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 Second Amendment to be
effective as of the date stated in the preamble.
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
GTE TELECOM STATEMENT OF WORK
This Statement of Work ("SOW") is issued pursuant to the Master Services
Agreement ("MSA") to reflect services to be performed by GTE on behalf of GNI's
affiliate, GTE Telecom Incorporated ("Telecom.")
WHEREAS, GTE and GNI entered into the MSA in order to facilitate the provision
of certain general, administrative, and operational services by GTE; and
WHEREAS, pursuant to that MSA, GNI desires that GTE provides certain Services as
described herein in the support of Telecom's Lease Based Network and Telecom's
Facilities Based Fiber Network (herein collectively referred to as "Telecom's
Network.")
NOW, THEREFORE, GTE and GNI agree as follows:
SECTION 1. - DEFINITIONS.
Many capitalized terms and acronyms appear in this SOW. Unless otherwise
indicated, these terms are understood as having the meanings commonly understood
in the telecommunications industry and in the above referenced Master Services
Agreement. The following less common terms shall have the meanings described:
"DISPATCH" the passing of information to assign task(s) to a specific unit or
send someone on specific business.
"FACILITIES BASED FIBER NETWORK" means the transport mechanism including
elements such as Multiplexers (MUXs"), and Digital Access and Cross-connecting
Systems ("DACs") administrative and management components located in Arkansas,
Illinois, Indiana, and Missouri.
"LEASED BASED NETWORK" means the transport mechanism including elements such as
MUXs, and DACs administrative management components.
"GTE NOC" is the GTE Network Operations Center located at GTE Place at Dallas -
Fort Worth International Airport.
"ON LINE SUPPORT" ("OLS") means call-in or escalated phone support.
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"MONITORING AND CONTROL" means twenty four hours a day, seven days a week, three
hundred sixty five days a year ("24 x 7 x 365") near real time fault
surveillance to detect, restore, escalate, and follow-up on anomalies.
"LEVEL 1 TECHNICAL SUPPORT" means work performed by individuals on-site as they
diagnose, isolate, and resolve problems.
"LEVEL 2 TECHNICAL SUPPORT" means support performed by technical experts within
the GTE NOC's On Line Support group. This Service provides phone in assistance
as well as analysis for problems that cannot be resolved at the first level.
"TROUBLE TICKET" means the record of a call or calls from Telecom advising GTE
of a service problem or interruption and a record of all GTE activities relating
to that problem or interruption.
SECTION 2. - MONITORING AND CONTROL TELECOM'S FIBER NETWORK.
GTE NOC will provide 7 x 24 x 365 monitoring and control for the Telecom Network
and its elements including, but not limited to, MUXs, Light Wave Multiplexing
Devices and DACs.
Subject to the terms and conditions contained in this SOW, GTE through its
Network Operations Center ("NOC") will provide Monitoring and Control functions
to include coordination activities related to vendors, customers and field
personnel, Monitoring, Control, and Dispatch of environmental alarms and
Telecom's Network elements including but not limited to MUXs, Light Wave
Multiplexing Devices, and DACs. GTE NOC will also provide trouble isolation,
trouble shooting and Dispatch for the aforementioned functions. A completed
profile for each site listing the network elements and equipment on which the
GTE NOC agrees to provide Service will be provided by Telecom. The functions
will be performed for the equipment and devices contained in centers or
shelters.
SECTION 2.1 - GTE RESPONSIBILITIES.
2.1.1 The NOC will utilize TONICS SNMP and sub-OSS, Systems such as
Intelligent Alarm Mediator ("IAM") systems to perform Monitoring and
Control and support functions for Telecom's DAC's, Light Wave
Multiplexing Equipment, and environmental conditions associated with the
equipment in Telecom's Network.
2.1.2 The NOC will support the Management Platforms and sub-OSS Systems
utilized by the NOC to perform monitoring and control functions.
2.1.3 The NOC and Telecom will communicate using a mutually agreed to medium
regarding change management, outage notification, trouble tickets and
post mortem issues.
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2.1.4 The NOC will provide limited support for Remedy implementation,
administration and coordination with its other users.
2.1.5 The NOC will coordinate all Dispatches and requests for Telecom and
other associated units. The NOC will provide technology specific
resolution to problems and alarms and perform internal escalations to
include coordination between working units and Dispatch of the
appropriate field personnel or vendor as necessary. If a problem cannot
be solved at Xxxxx 0, it will be escalated to the appropriate Xxxxx 0
support organization; any personnel providing such support will have
pagers, cell phones, and remote access capabilities to provide remote
support. The GTE NOC will participate in and manage bridge calls as
necessary.
2.1.6 The NOC will provide Telecom with real time access to Trouble Ticket
System reports for Telecom's Network.
2.1.7 The NOC will propose process improvements and perform required process
enhancements as the need dictates.
2.1.8 The NOC will coordinate all emergency change management activities as
requested by Telecom or its authorized representative.
2.1.9 The NOC will participate in post mortem reviews and perform required
process enhancements.
SECTION 2.2 - GNI RESPONSIBILITIES. Actions to be performed by Telecom shall be
considered responsibilities of GNI for purposes of this SOW.
2.2.1 Telecom will provide the NOC with the required segment/site topology,
site profiles and equipment lists with all information and drawings to
facilitate connection, testing and implementation of Monitoring and
Control processes.
2.2.2 Telecom will ensure proper physical and software maintenance, including
database records, repair and/or replacement, of the network elements to
assure proper operation.
2.2.3 Telecom will provide the NOC with the IAM System along with the
necessary remote access to pertinent surveillance systems.
2.2.4 Telecom will provide complete documentation on all systems and processes
for carrier escalations.
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2.2.5 Upon Telecom's prior approval, Telecom will reasonably fund initial
training and/or certification requirements necessary to perform NOC
functions.
2.2.6 Telecom will provide the NOC technicians with read and write
capabilities into Telecom's network.
2.2.7 Telecom will provide the NOC network connectivity to Telecom's Network.
2.2.8 Once approved by GNI Security, Telecom will provide the NOC access to
the Network Management and Security Architecture.
2.2.9 Telecom or its authorized representative will lead the change management
meetings, approve and categorize the changes, publish the ensuing
schedule, and perform the associated maintenance tasks in the event
Telecom requests a maintenance or change window.
2.2.10 In the event Telecom becomes aware of a problem with the Telecom
Network, Telecom will notify the NOC.
SECTION 2.3 - MUTUAL RESPONSIBILITIES.
2.3.1 Prior to initiation of service, the NOC and Telecom Operations will
conduct and review testing of the operations capability and linkages to
other Telecom supplier NOCs and Telecom's customer NOCs.
2.3.2 The NOC and Telecom will jointly develop and administer detailed
interface processes for alarm patterning, assignment of severity levels,
notification, escalation and personnel contacts.
2.3.3 Changes to the personnel to be contacted shall be provided to the other
Party no less than seven days prior to the change.
2.3.4 The NOC and Telecom will jointly develop, administer and track Service
Level objectives as defined in the First Amendment, Attachment 2, to the
MSA.
SECTION 3. - COMPENSATION.
3.1 Subject to the MSA between the Parties, GTE shall be compensated for the
Services provided herein as determined by applicable regulatory
requirements, including requirements regarding affiliate transactions.
3.2 Notwithstanding anything to the contrary contained in this SOW,
compensation is at all times subject to review and modification to
conform with any applicable regulatory requirement governing
transactions between GTE and its affiliates, including without
limitation FCC docket 96-150.
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TABLE 1: TELECOM FIBER NETWORK
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CATEGORY ANNUAL MONTHLY
--------------------------------------------------------------------------------
LABOR $345,102 $28,759
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TOTAL $345,102 $28,759
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SECTION 4. TERM.
4.1 This SOW will become effective upon execution of the Second Amendment to
the MSA by both Parties and will remain in effect for one (1) year (the
"Initial Term") and will automatically renew from year to year on the
anniversary of the execution date ("Renewal Term"), subject to GTE's
then applicable rates and charges. GTE will provide written notice of
price changes not less than ninety (90) calendar days prior to the
renewal date. Either Party may terminate this SOW, effective on
expiration of the then current term, upon ninety (90) days written
notice prior to the automatic renewal date.
4.2 Notwithstanding Section 4.1, the term of this SOW and the other terms
and conditions hereof, are subject to applicable law and regulatory
approval. Accordingly, although the Second Amendment to the MSA is
executed by both Parties, to the extent that any state statute, order,
rule or regulation or any state regulatory agency having competent
jurisdiction over one or both parties to this SOW or the Second
Amendment, shall require that this SOW or the Second Amendment be filed
with or approved by such regulatory agency before the SOW or Second
Amendment may be effective, this SOW and/or the Second Amendment shall
not be effective in such state until the first business day after such
approval or filing shall have occurred.
SECTION 5. TERMINATION.
5.1 Notwithstanding any other provision of this SOW or the MSA, this SOW is
terminable by GNI on ninety (90) days written notice to GTE.
5.2 Early termination by GNI shall be subject to the payment of compensation
for work in progress. In the event of a material default in the
performance of any of the material obligations of this SOW by either
Party, the other Party may give the defaulting Party a written notice of
default and a notice to cure pursuant to Section 19 of the MSA.
5.3 On expiration or termination of the MSA and or this SOW, each Party will
return all equipment and materials belonging to the other Party in as
good condition as when received, excepting for normal wear and tear.
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SECTION 6. NOTIFICATION AND ESCALATION
In the event either Party fails to perform any materials provision of this SOW,
either Party may give notice to the other Party pursuant to the notice and
escalation provisions set forth in the MSA in Sections 18 and 21 respectively.
Notices to GNI shall be sent to:
GTE GNI
0000 Xxxxx X'Xxxxxx Xxxx.
Xxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Assistant Vice President-Operations
With copies to:
GTE Telecom Incorporated
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Attn: Manager - Contracts
Fax: 813/000-0000
Escalation points for GNI, via Telecom, are:
Supervisor, Customer Satisfaction Center
Manager, Customer Satisfaction Center
Director, Customer Satisfaction Center
GNI Assistant Vice President- Operations
SECTION 7. REGULATORY COMPLIANCE.
This SOW is subject at all times to any statute, order, rule, or regulation or
any state or federal regulatory agency having competent jurisdiction over one or
both of the parties hereto or the services provided hereby. GTE and GNI agree to
cooperate with each other and with any applicable regulatory agency so that any
and all necessary approvals may be obtained. During the term of this SOW, the
Parties agree to continue to cooperate with each other in any review of this SOW
by a regulatory agency so that the benefits of this SOW may be achieved.
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SECTION 8. PROPRIETARY INFORMATION.
The Parties acknowledge that this SOW constitutes the Proprietary Information of
both Parties and is subject to the terms of the MSA; provided, however that the
Parties further acknowledge that this SOW may be filed with any regulatory
commission having authority over the subject matter, and the parties agree to
seek commercial confidential status for this SOW with any such regulatory
commission, to the extent such a designation can be secured.
End of Statement of Work
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