Exhibit 10.20
MASTER SERVICES AGREEMENT
FOR
MONITORING AND SERVICES
BETWEEN
GTE NETWORK SERVICES
AND
GTE GLOBAL NETWORKS CORPORATION
MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement"), is made effective as of
__________, 1999, by and between GTE Network Services consisting of the GTE
Telephone Operating Companies listed on Attachment A ("GTE") and GTE Global
Networks Corporation ("GNI").
1.0 SCOPE
GTE will provide, through its Network Operations Center ("NOC"), network
monitoring of network enabling devices and processes twenty four (24) hours a
day, seven (7) days a week, three hundred sixty-five (365) days a year to
detect, escalate, restore, and follow-up on anomalies occurring in the network.
In addition, GTE will provide technical support to GNI for problems that cannot
be resolved on-site; these support services include network element event
problem resolution, network element reliability analysis and network traffic
management. Exhibit A further explains the aforementioned services.
2.0 PROFESSIONAL SERVICES
GNI retains GTE to perform the services described in Exhibit A and the
Statement(s) of Work, attached hereto and made a part hereof ("Services"). The
Services shall be performed in accordance with the requirements set out in the
Statements of Work.
3.0 STATEMENTS OF WORK
During the Term (hereinafter defined), GNI and GTE (hereinafter referred to
collectively as "Parties" and individually as a "Party") may from time to time
enter into additional statements of work (a "Statement of Work" or "SOW")
defining additional services to be performed by GTE for GNI pursuant to this
Agreement. Each such Statement of Work shall be added hereto by means of a
written description of the Services shall contain terms and conditions
supplementing the terms and conditions of this Agreement to the extent the
Parties deem it necessary and defining (i) the Services to which it pertains,
(ii) all work product and other tangible embodiments or results of the
identified Services ("Deliverables"), (iii) delivery dates, (iv) specific
acceptance criteria for Deliverables, and (v) specific price and payment
provisions (if different from or additional to those established in Sections 5,
and 6 of this Agreement). The scope of the Services set out in Exhibit A and the
Statement(s) of Work may be modified by the authorized representatives of the
Parties. GTE shall perform no services outside the scope of any Statement of
Work except as otherwise agreed to in writing signed by the Parties. No oral
changes to the scope of any Statement of Work shall be permitted.
4.0 TERM AND TERMINATION
4.1 This Agreement shall be effective upon the execution by both GNI and
GTE as of the date set forth above, and shall have full force and
effect for one year unless earlier terminated as provided herein.
Unless otherwise terminated in accordance with the terms herein, this
Agreement will automatically renew for an additional one-year period on
the anniversary of the effective date.
4.2 Notwithstanding anything to the contrary contained in this Agreement,
either Party may terminate this Agreement without cause upon providing
at least ninety (90) calendar days' prior written notice of termination
to the other Party.
4.3 Notwithstanding Section 4, Term of Agreement, the term of this
Agreement and the other conditions hereof, are subject to applicable
law and regulator approval. Accordingly, although the Agreement 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 of Parties to this Agreement, shall
require that this Agreement be filed with or approved by such
regulatory agency before the Agreement may be effective, this Agreement
shall not be effective in such state until the first business day after
such approval or filing shall have occurred.
5.0 FEES
5.1 GNI will pay GTE fees for Services performed and accepted by GNI as set
forth in the applicable SOW.
5.2 Fees will be paid in accordance with the procedures set forth in
Section 6, Billing Procedure, below.
5.3 Notwithstanding anything to the contrary contained in this Agreement,
Fees are 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 to FCC
Docket 96-150.
6.0 BILLING PROCEDURE
6.1 GTE shall xxxx GNI each month for the previous month's usage. GTE shall
include with the monthly invoice such data GTE and GNI mutually agree
is necessary for GNI to verify the accuracy of the billing it receives.
Payment to GTE for bills rendered to GNI shall be due thirty (30)
calendar days after receipt of the invoice. Beginning the day after the
due date of the xxxx, interest charges of 0.000454 compounded daily or
the maximum allowed by law, whichever is less, shall be added to GNI's
xxxx. Payments shall be applied to the oldest outstanding amounts
first.
6.2 Price Changes. The rates and charges shall remain in effect and are
firm for a period of twelve (12) months from the effective date of this
Agreement, except with respect to any tariff pricing changes or
adjustments that may occur pursuant to this Agreement or any Statements
of Work hereto. Thereafter, GTE shall give GNI sixty (60) calendar
days' notice of any price change. If the new prices are not acceptable
to GNI, GNI may terminate this Agreement upon thirty (30) calendar
days' notice of any price change without penalties for either Party.
6.3 Right to Dispute. GNI shall have the right to dispute any amount so
invoiced and paid and must notify GTE in writing of any dispute within
sixty (60) calendar days of the receipt of such invoice or the dispute
shall be waived. GNI documentation supporting GNI's claim shall be
forwarded to GTE with the letter of dispute.
Adjustments.
6.4 Any adjustments relating to a disputed amount shall be reflected on the
next invoice issued after resolution. If the dispute is resolved in
favor of GNI, in whole or in part, GNI shall be entitled to interest of
0.000454 compounded daily or maximum allowed by law, whichever is less,
from GTE to the extent the claim is sustained.
6.5 Dispute Resolution. Disputes between GNI and GTE with respect to this
Agreement shall be settled in accordance with the provisions set forth
in Article 18, Dispute Resolution.
7.0 PERFORMANCE STANDARDS
GTE shall perform the Services with the degree of skill and care that is
required by applicable, generally accepted professional procedures, practices
and standards in the industry so as to ensure that the Services performed and
Deliverables provided meet the requirements of, and are correct and appropriate
for, the purposes contemplated in this Agreement and the applicable Statement of
Work.
8.0 PERFORMANCE SCHEDULE
Performance shall begin upon execution of this Agreement. The Parties will
mutually agree upon any additional performance milestones, meetings or
conferences.
9.0 DIRECTION AND CONTROL
Unless otherwise specified in the applicable Statement of Work, GNI shall not
direct, control or supervise GTE as to the details or means by which the
Services are accomplished. GTE shall be free at all times to arrange the time
and manner of performance of Services and will not be expected to maintain a GNI
established schedule of duties or assignments except as needed to meet
milestones, deadlines or schedules established by the Parties.
10.0 INDEPENDENT CONTRACTOR
10.1 The Parties agree that each Party is engaged in a business which is
independent from that of the other Party, and each Party shall perform
its obligation as an independent contractor and not as an agent,
employee or servant of the other Party.
10.2 Neither Party nor any person furnished by such Party shall be deemed
employees, agents or servants of the other Party, or be entitled to any
benefits available under the plans for such other Party's employees.
10.3 Each Party retains the right to exercise full control and supervision
over its own performance of the obligations under this Agreement and
retains full control over the employment, direction, compensation and
discharge of all employees assisting in the performance of such
obligations; each Party will be solely responsible for all matter
relating to payment of such employees, including compliance with social
security taxes, withholding taxes and all other regulations governing
such matters; and each Party will be responsible for its own acts and
those of its own subordinates, employees, agents and subcontractors
during the performance of that Party's obligations.
11.0 TAXES
GNI shall be liable and shall reimburse GTE for payments of federal
manufacturers' and retailers' excise taxes and for payments of federal, state
and local sales, use or similar taxes, as applicable, with respect to
transactions under this Agreement, provided such taxes are separately stated in
GTE's invoices; it being understood and agreed that GNI shall have no liability
for any taxes not separately invoiced to GNI. GNI shall not be liable for any
tax for which a valid exemption certificate acceptable to the applicable taxing
authorities is furnished by GNI to GTE. GTE shall be solely responsible for
arranging withholding and payment of all required taxes arising out of GTE's
activities in accordance with this Agreement, including without limitation,
federal and state income taxes, social security taxes, unemployment insurance
taxes, and any other taxes or business license fees related to GTE's business
and its directors, officers, employees, contractors, consultants, or agents. GTE
agrees to indemnify GNI for any and all sums that are due and owing for
withholding FICA and unemployment or other state and federal taxes.
12.0 ASSIGNMENT
Any assignment of any right, obligations or duty, in whole or in part, or of any
other interest by either Party under this Agreement made without the written
consent of the other Party shall be null and void, except that either Party may
assign this Agreement, in whole or in part, to an affiliate or to the parent
corporation of that Party without consent but upon prior written notice to the
other Party. Notwithstanding the foregoing, either party may assign this
Agreement without such consent to any affiliate or to any entity that is a
successor to that party by merger or consolidation or that acquires
substantially all of that party's business or assets.
13.0 CONFIDENTIAL AND PROPRIETARY INFORMATION
13.1 To the extent required to provide and receive services pursuant to this
Agreement, one Party ("the disclosing Party") may provide and the other
Party ("the receiving Party") may receive or have access to records and
information that the disclosing Party considers to be confidential or
proprietary, including technical information such as specifications,
drawings, guidelines, models, and other information. Such information
shall be marked by the disclosing Party as confidential or proprietary
and the receiving Party shall hold such confidential or proprietary
information in trust and confidence for the disclosing Party; shall use
it only for the purposes permitted hereunder except as may be otherwise
agreed to by the disclosing Party; and shall deliver to the disclosing
Party all such records and information upon termination or expiration
of this Agreement. Nothing in this Article shall be construed to limit
the use of or dissemination by the receiving Party of such information
which was previously known to the receiving Party or is or becomes
public information by means other than disclosure by the receiving
Party.
13.2 The Parties acknowledge that this Agreement constitutes the Proprietary
information of both Parties and is subject to the terms of this
section; provided, however that the Parties further acknowledge that
this Agreement may be filed with any regulatory commission having
authority over the subject matter, and the Parties agree to seek
commercial confidential status for this Agreement with any such
regulatory commission, to the extent such a designation could be
secured.
14.0 TITLE
Except as may otherwise be provided in a SOW to this Agreement, title to the
software programs, database software, hardware, network monitoring or enabling
devices, Services and any products or equipment used in connection with the
Services ("Products"), used or created for GNI hereunder, shall at all times
remain with GTE. GNI has no property rights in such software programs, database
software, hardware, devises, Services or Products.
15.0 WARRANTIES
15.1 Contractor warrants that any Products, hardware or equipment provided
will be in working order on the day installed, will be certified by GTE
as ready for use, and will conform to the functional specifications set
out in the applicable SOW and to any applicable published Contractor
specifications. Thereafter, Contractor will make such adjustments,
repairs, and replacement as necessary to maintain such Products,
hardware or equipment in good working order pursuant to such
specifications.
15.2 In addition, GTE warrants that all Services provided to GNI will be
performed in a fully workmanlike manner and in accordance with the
prevailing professional standards of the industry.
15.3 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
15.4 The foregoing warranties shall survive inspection, testing,
acceptance, and payment.
16.0 INDEMNIFICATION
Subject to the limitations contained in this Agreement and to the extent not
prohibited by law, each Party (Indemnifying Party) shall indemnify and hold
harmless the other Party (Indemnified Party) from and against any loss, cost,
claim, liability, damage, or expense (including reasonable attorneys fees) to
third parties for bodily injury, including death, and damage to property, to the
extent arising out of negligence or wanton or willful misconduct by the
Indemnifying Party, its employees, agents or contractors in the performance of
this Agreement. In addition, the Indemnifying Party shall, to the extent of its
negligence or wanton or willful misconduct, defend any action or suit brought by
a third party for bodily injury, including death, and damage or expense relating
to or arising out of negligence or wanton or willful misconduct by the
Indemnifying Party, its employees, agents, or contractors, in the performance of
this Agreement. The Indemnified Party shall notify the Indemnifying Party
promptly, in writing, of any written claims, lawsuits, or demands by third
parties for which the Indemnified Party alleges that the Indemnifying Party is
responsible under this paragraph and tender the defense of such claim, lawsuit
or demand to the Indemnifying Party. The Indemnified Party also shall cooperate
in every reasonable manner with the defense or settlement of such claim, demand
or lawsuit. The Indemnifying Party shall not be liable under this subparagraph
for settlements by the Indemnified Party of any claim, demand, or lawsuit unless
the Indemnifying Party has approved the settlement in advance or unless the
defense of the claim, demand or lawsuit has been tendered to the Indemnifying
Party, in writing, and Indemnified Party has failed promptly to undertake the
defense.
17.0 LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF REVENUE OR PROFIT BY ANY THIRD
PARTY OR FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ENSUING FROM THE
ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, WHICH IS SUFFERED BY ANY SUCH THIRD
PARTY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND WHETHER OR NOT INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITH RESPECT TO CLAIMS ARISING OUT OF
THE PROVISION OF THE SERVICES UNDER THIS AGREEMENT, EITHER PARTY'S LIABILITY,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES
WHICH SHALL NOT EXCEED THE TOTAL CHARGES FOR THE SERVICES PROVIDED. UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE SERVICES, DELAY, FAILURE TO
PROCESS CALENDAR-RELATED DATA CORRECTLY OR TO REPRESENT DATES WITHOUT AMBIGUITY
TO CENTURY, ERROR OR LOSS OF DATA, PROFITS OR GOODWILL. IN CONNECTION WITH THIS
LIMITATION OF LIABILITY, THE PARTIES RECOGNIZE THAT GTE MAY PROVIDE ADVICE, MAKE
RECOMMENDATIONS, OR SUPPLY OTHER ANALYSES RELATED TO THE PROVISION OF SERVICES
DESCRIBED IN THIS AGREEMENT. GNI ACKNOWLEDGES AND AGREES THAT THIS LIMITATION OF
LIABILITY SHALL APPLY TO SUCH ADVICE, RECOMMENDATIONS, AND ANALYSES. THE PARTIES
EXPRESSLY AGREE THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
18.0 DISPUTE RESOLUTION
18.1 In the event either Party fails to perform any material provision of
this Agreement, either Party may give notice to the other Party
pursuant to the notification procedure set forth in Section 21,
Notices/Performance Contact, of this Agreement.
18.2 If, after having provided such notice, the Parties fail to resolve any
nonperformance issues set forth in such notice, the Parties may
escalate their attempts at resolution by notifying the managerial
contacts, identified below of the outstanding issues:
GTE's Contact: GNI's Contact:
GTE Network Services
GNI -- Account Manager Vendor Manager - GTENS
000 Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
19.0 DEFAULT
If either Party fails to perform any material obligation under this Agreement or
violates any material term or condition of this Agreement, and such failure or
violation is not cured within thirty (30) calendar days following receipt of a
default notice from the other Party, then the other Party shall have the right
to terminate this Agreement upon written notice to the defaulting Party.
20.0 FORCE MAJEURE
Neither Party shall be held liable for any delay or failure in performance of
any part of this Agreement from any cause beyond its control and without its
fault or negligence, including, but, not limited to, acts of civil or military
authority, government relations, embargoes, epidemics, war, terrorist acts,
riots, insurrections, fires, explosions, nuclear accidents, strikes, extended
power blackouts, natural disasters such as earthquakes, floods, volcanic action,
unusually severe weather conditions or other major environmental disturbances,
inability to secure transportation or communications common carriers, or legal
and/or regulatory constraints affecting either of the Parties hereto in
performing their obligations hereunder. If such contingency occurs, the Party
delayed or unable to perform shall give reasonable notice to the other Party.
21.0 NOTICES/PERFORMANCE CONTACT
21.1 All notices or other communications required or permitted to be made or
given hereunder by one Party to the other Party shall be in writing and
shall be deemed to have been given: (i) when hand delivered, or (ii)
when sent by electronic facsimile (with confirmation of its receipt by
the other Party) when sent during recipient's normal hours of business
from Monday through Friday excluding holidays, otherwise on the next
business say of receipt, (iii) on the third (3rd) business day after
the day of deposit in the United States mail when sent by certified
mail, postage prepaid and return receipt requested, or (iv) on the next
business say excluding, excluding Saturdays, Sundays, and recipient's
holidays, when sent by national overnight package delivery service for
next day delivery with proof of delivery, and, in all cases, properly
addressed to such other Party as set forth in the applicable Statement
of Work or at such other address as may be specified by either Party by
written notice sent or delivered in accordance with the terms hereof.
21.2 The day-to-day management of the relationship between the Parties in
accordance with the terms and conditions of this Agreement shall be
conducted by those designees set forth in the Statement of Work and who
are not authorized to modify or amend this Agreement.
21.3 All invoices for Services under this Agreement shall be addressed to
GNI as follows:
GTE Global Networks Corporation
Attn: Vendor Cost management
22.0 PUBLICITY
Unless otherwise agreed upon, neither Party shall publish or use the other
Party's name, pictures, symbols, or trade secrets from which the other Party's
name may be inferred or implied in any advertising, promotion, or any other
publicity matter relating directly or indirectly to this Agreement. All
publicity regarding this Agreement is subject to the Parties' prior written
consent.
23.0 ENTIRE AGREEMENT
23.1 This Agreement, including the Exhibits listed below, constitutes the
entire agreement and understanding between the Parties with respect to
the subject matter hereof and supersedes and replaces any prior or
contemporaneous undertakings, commitments or agreements, oral or
written, as to its subject matter:
Exhibit A - Services Description
Exhibit B - Statements of Work
23.2 This Agreement may be modified or amended only by written instrument,
designated as an amendment or other words of like import, and signed by
authorized representatives of the Parties on or after the date hereof.
24.0 PRECEDENCE OF DOCUMENTS
In case of conflict between provisions of this Agreement and provisions of any
invoice, order acknowledgement or other document submitted by GTE, the
provisions of this Agreement shall govern. In case of conflict between the
provisions of this Agreement and the provisions of any of its Exhibits, the
provisions of the Agreement shall govern.
25.0 APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of
the Xxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx.
26.0 REGULATORY ISSUES
This Agreement is subject at all times to any statute, order, rule, or
regulation, or any state of federal regulatory agency, having competent
jurisdiction over one or both of the Parties hereto, or the services provided
hereby as it pertains to affiliate relationships. In addition, this Agreement
shall at all times be subject to changes, modifications, orders and rulings by
any state public utilities regulatory agency to the extent the affiliate
relationship created by Agreement is or becomes subject to jurisdiction of such
agency. If the arrangement described in this Agreement is subject to advance
approval by the state public utilities regulatory agency, this Agreement shall
not become effective within that state until the business day after receipt by
GNI of written notice of such approval. GNI and GTENS 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 Agreement, the
Parties agree to continue to cooperate with each other in any review of this
Agreement by a regulatory agency so that the benefits of this Agreement may be
achieved. If such agency accepts this Agreement in part and rejects it in part,
or makes a material modification to the Agreement as a condition of its
approval, either Party may terminate the Agreement as pertains to the affected
state without penalty or liability.
27.0 BINDING EFFECT
This Agreement is intended to benefit and shall be binding on the Parties hereto
and their respective legal representative, successors and permitted assigns. It
is not intended to benefit or bind third parties and provides no remedy, claim,
liability, cause of action, or other right to any third party.
28.0 SEPARATE ENFORCEMENT OF PROVISIONS
If, for any reason, any provision of this Agreement shall be finally determined
to be invalid, void, or unenforceable by a court of regulatory body of competent
jurisdiction, the remaining provisions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated unless
removal of the provision in question results in frustration of the purpose of
this Agreement. If a regulatory agency makes a modification to this Agreement,
this Agreement shall remain in effect as modified unless the modification
results in a material change to this Agreement. In the event of a material
change, the Parties shall negotiate in good faith for lawful replacement
provisions. If replacement provisions cannot be agreed upon within a reasonable
period, either Party may terminate this Agreement without penalty or liability
upon written notice to the other Party.
29.0 HEADINGS
The headings in this Agreement are inserted for convenience and identification
only and are in no way intended to define or limit the scope, extent or intent
of this Agreement or any of the provisions hereof.
30.0 NO WAIVER
No failure or delay by either Party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or future exercise of any right,
power, or privilege.
31.0 AUTHORITY
Each individual executing this Agreement for and on behalf of a Party represents
that he or she is fully authorized and empowered to do so for and on behalf of
his or her principle.
32.0 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which together shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date or
dates indicated below to be effective as of the Effective Date specified in the
initial paragraph of this Agreement.
GTE GLOBAL NETWORKS GTE NETWORK SERVICES CONSISTING
CORPORATION OF THE GTE TELEPHONE OPERATING
COMPANIES LISTED ON ATTACHMENT A
BY: BY:
NAME: T. XXXXXX XXXX NAME: XXXXX X. XXXXXXX
TITLE: VICE PRESIDENT TITLE: VICE PRESIDENT
DATE: ORIGINAL SIGNED 9/9/99 DATE: ORIGINAL SIGNED 9/14/99
BY:
NAME: XXXXXX XXXXXX
TITLE: ASSISTANT SECRETARY
DATE: ORIGINAL SIGNED 9/10/99
ATTACHMENT A
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, d/b/a GTE Systems of
Indiana, d/b/a GTE Systems of Michigan
EXHIBIT A
The Scope of this Agreement as listed in Section reads as follows:
GTE will provide, through its Network Operations Center ("NOC"), network
monitoring of network enabling devices and processes twenty four (24) hours a
day, seven (7) days a week, three hundred sixty-five (365) days a year to
detect, escalate, restore, and follow-up on anomalies occurring in the network.
In addition, GTE will provide technical support to GNI for problems that cannot
be resolved on-site; these support services include network element event
problem resolution, network element reliability analysis and network traffic
management.
The following definitions are provided to further define the scope and explain
the intended meanings to be associated with terms used.
The network enabling devices to be monitored include the hardware and software
products that allow voice, data, or video access to the public communications
network and/or a private communications network and includes, but is not limited
to, the monitoring of switches, routers, fiber, video, lightwave multiplexing
equipment, digital cross connections, servers and hubs.
Detection is the identification, via informational indicators, of changing
conditions in the above mentioned devices.
Escalation is the referral of problems within a hierarchy to facilitate
resolution.
Restore is to eliminate conditions that are detrimental to normal operating
conditions.
Follow-up is verifying that steps were taken in the proper manner concerning a
detrimental condition and that such condition has not recurred.
An anomaly is an irregularity in the network.
Technical support is expertise that can be offered either on site or by
telephone to assist others in performing their duties.
Network element event problem resolution. Once a problem is identified, it goes
through the necessary steps to be restored.
Network element reliability analysis. Analysis of information data pertaining to
the operation or condition of a network element.
Network traffic management. Management of the flow of traffic between network
elements or switches to prevent degradation of service. In the event
circumstances exist that may potentially cause a degradation of service, the NOC
will, at its sole discretion, reroute traffic in the network.
EXHIBIT B
STATEMENTS OF WORK
THE FOLLOWING STATEMENTS OF WORK ARE ATTACHED TO THIS AGREEMENT:
Statement of Work 1 Technical Support for GTE Customer
Networks
EXHIBIT B
STATEMENT OF WORK 1
GTE GLOBAL NETWORKS INCORPORATED NETWORK SUPPORT
This Statement of Work ("SOW"), to the Master Services Agreement ("Agreement")
effective June 30, 1998 between GTE Global Networks Incorporated ("GNI") and GTE
Network Services consisting of the GTE Telephone Operating Companies listed on
Attachment A ("GTE") defines the specific tasks required by GTE. GTE shall
perform in accordance with the requirements of the SOW and the Agreement.
1.0 DEFINITIONS
Capitalized terms and acronyms appear in this SOW. Unless otherwise indicated,
these terms are intended to have the meanings commonly accepted in the
telecommunications industry. The following less common terms shall have the
meaning described:
"ASCEND'S NAVISCORE ELEMENT MANAGEMENT PLATFORM" is GNI's proprietary management
platform for Ascend.
"DISPATCH" the passing of information to assign task(s) to a specific unit or
send someone on specific business.
"LEVEL 1 TECHNICAL SUPPORT" means support service performed by GTESW technicians
as they monitor the GNI network. This level of support includes detection,
isolation, and correction of network element events as well as the referral of
such events for dispatch to a party designated by GNI.
"LEVEL 2 TECHNICAL SUPPORT" means technical support performed by GTE Technicians
within the NOC's On - Line - Support groups. This level of support includes
network element event problem resolutions, network element reliability analysis,
and network traffic management.
"NOC" means GTE's Network Operations Center located at the Dallas-Fort Worth
International Airport with bunker locations in Coppell, Texas; Ft. Xxxxx,
Indiana; Everett, Washington; Long Beach, California; Tampa, Florida; and
Honolulu, Hawaii.
"OAM&P" means Operations, Administration, Maintenance, and Provisioning.
"REMEDY" is a medium that sends Trouble Tickets and reports to designated
locations.
"SUB OPERATIONS SYSTEM SUPPORT ("OSS") SYSTEMS" are all the systems that
contribute to and support the monitoring and control operations.
"SUPPLIER NOCS" GNI's customers who maintain their own Network Operations
Centers to provide service to their retail customers.
"TELEPHONE OPERATIONS NETWORK INTEGRATED CONTROL SYSTEM ("TONICS") is a Simple
Network Management Protocol ("SNMP") that is an integrated, centralized
management platform that works across simple network management protocols.
"TROUBLE TICKET" means the record of a call or calls from GNI or GNI's End User
advising of a service problem or interruption and a record of all GTESW NOC
activities relating to that problem or interruption.
1
2.0 DESCRIPTION OF SERVICES
2.1 Subject to the terms and conditions contained in this SOW, GTE through
its Network Operations Center ("NOC") shall provide Monitoring and
Control services ("Services") to GNI. A completed profile for each site
which lists the network elements and equipment on which the NOC agrees
to provide Services will be provided to GTE by GNI.
2.2 The NOC will act as a member of the GNI Operations Problem Resolution
Team. This Team is composed of GNI Operations and other GNI Supplier
NOCs to support fault isolation and test activities for complex
problems spanning various technologies within the GNI network.
3.0 GTE RESPONSIBILITIES
3.1 The NOC will utilize TONICS SNMP and sub-OSS Systems in the tenant
sites.
3.2 NOC Support is responsible for the support of the hardware, software,
databases and other third-party products. The functions will be
performed for the equipment and devices contained in the GNI centers as
they become operational, are populated, and accepted. The equipment and
devices include but is not limited to those listed below.
. Cisco Routers with integrated communications server functions
. Nortel Sonnet Equipment and Digital Cross Connects
. Lightwave Multiplexing Equipment
. AIX Workstation
. Sun Workstation
. NT Workstation
. HP UX Servers
. Oracle
. Informix
3.3 The NOC shall provide GNI with hardware support.
3.3.1 The NOC will provide performance analysis and system tuning of
CPU usage, disk input/output usage, and end user usage.
3.3.2 The NOC shall provide Vendor coordination for hardware
maintenance as well as maintenance support, problem analysis
and resolution.
3.4 The NOC shall configure, maintain, and resolve issues within the NOC's
control surrounding the software applications.
3.5 The NOC shall maintain the databases of the GNI systems the NOC
supports.
3.5.1 The NOC shall manage database disk usage.
3.5.2 The NOC shall monitor database performance.
3.5.3 The NOC shall perform routine database maintenance and backup.
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3.6 The NOC personnel supporting GNI must be competent and have two (2)
years experience of monitoring and conducting problem management on
telecommunications data networks, and be knowledgeable of management
platform system fundamentals, ATM and frame relay configurations and
operations, and trouble shooting ATM and frame relay networks.
3.7 The NOC shall provide domestic off-network circuit coordination,
tracking and escalation to vendors.
3.8 The NOC shall provide limited support for Remedy implementation,
administration and coordination with other users.
3.9 The NOC shall coordinate all dispatches and requests between GNI and
other associated units. The NOC will provide technology specific
resolution to problems and alarms, perform internal escalations between
working units, and dispatch of the appropriate field personnel or
vendor(s) as necessary. If a problem cannot be solved with Level 1
Technical Support, it will be escalated to the appropriate Level 2
Technical Support organization. Personnel providing such support will
have pagers, cellular telephones, and remote access capabilities to
provide remote support, if required. The NOC will participate in bridge
calls as necessary.
3.10 The NOC shall coordinate planned downtime for installations, changes or
repairs with interfacing groups and systems. In the event an
installation or change is considered to be high risk, i.e., may cause a
degradation in service, the NOC must notify GNI seventy-two (72) hours
prior to such installation or change. In addition, the NOC will
coordinate and monitor all GNI Change Management activities.
3.11 The NOC shall participate in post mortem reviews, propose process
improvements and perform required process enhancements.
3.12 The NOC shall be supported by an uninterrupted power source and
generator backup. In addition, the NOC will provide an alternate
telephone communication system and an alternate facility in case of
network failure or in case of disaster.
4.0 GNI RESPONSIBILITIES
4.1 GNI shall provide the NOC with the required segment/site topology, site
profiles, and list of equipment with information and drawings to
facilitate connection, testing, and implementation of the Services.
4.2 GNI shall provide the NOC with the TONICS SNMP Platform and Ascend's
NavisCore System along with the necessary remote access to pertinent
surveillance systems.
4.3 GNI shall provide complete documentation on all systems and processes
for carrier escalations.
4.4 GNI shall fund initial training and/or certification requirements
necessary to perform NOC functions, that would be in addition to the
competencies outlined in Section 3.6.
4.5 GNI shall provide the NOC technicians with read and write capabilities
into Ascend's NavisCore System.
4.6 GNI shall provide the NOC secured network connectivity to GNI's OAMP.
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4.7 GNI shall provide the NOC access to GNI's Network Management and
Security Architecture.
4.8 GNI shall lead status call(s) between GNI, the NOC, and the Supplier
NOCs.
4.9 GNI shall lead the change management meetings, approve and categorize
the changes, publish the ensuing schedule, and perform the associated
maintenance tasks in the event GNI requests a maintenance or change
window.
5.0 MUTUAL RESPONSIBILITIES
5.1 Prior to initiation of Services, the NOC, the GNI Operations team, and
Ascend will conduct and review testing of the operations capability and
linkages to other GNI supplier NOCs and customer network operations
centers.
5.2 The NOC and GNI will jointly develop and administer detailed interface
processes for alarm patterning, assignment of severity levels,
notification, escalation and personnel contacts.
5.3 Changes to the personnel contacts shall be provided to the other Party
no less than seven (7) days prior to the change.
6.0 COMPENSATION
GTE agrees to provide the Services to GNI at the following rates.
CATEGORY LABOR RELOCATION TOTAL
--------------------------------------------------------------------------------
GNI NETWORK MANAGEMENT $2,330,632 $2,330,632
--------------------------------------------------------------------------------
GNI SYSTEM SUPPORT $ 587,265 $ 587,265
--------------------------------------------------------------------------------
GNI TECHNICAL SUPPORT $ 916,074 $70,705 $ 986,779
--------------------------------------------------------------------------------
GNI CUSTOMER CONTACT $ 118,806 $ 118,806
--------------------------------------------------------------------------------
TOTAL $3,952,777 $70,705 $4,023,402
================================================================================
CAPITAL $ 199,999
================================================================================
The labor charges represent the year to year recurring term charges of this SOW
unless otherwise negotiated and agreed to by both parties. The Capital
requirement is nonrecurring. However, future capital may be required and will be
submitted once agreed to by both Parties.
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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 governing transactions between GTESW and
its affiliates, including without limitation FCC Docket 96-150.
7.0 TERM OF STATEMENT OF WORK
7.1 This SOW is effective as of the date specified in the introductory
paragraph and will remain in effect for one-1 year and will
automatically renew from year to year on the anniversary of the
effective date, subject to GTE's then applicable rates and charges. GTE
will provide written notice of price changes at least sixty (60)
calendar days prior to the renewal date. Should either party wish not
to renew this SOW, they may do so by providing written notice at least
thirty (30) days prior to the date of its renewal.
7.2 Notwithstanding Section 7.1, the term of the SOW and the other terms
and conditions hereof, are subject to applicable law and regulatory
approval. Accordingly, although this SOW 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 the SOW, shall require that this SOW be filed with or
approved by such regulatory agency before the SOW may be effective,
this SOW shall not be effective in such state until the first business
day after such approval or filing shall have occurred.
7.3 Modifications to this SOW may be requested by written notice from
either Party to the other Party. The Parties shall work together in
good faith to modify the SOW within thirty (30) business days of the
original notice.
8.0 TERMINATION
8.1 Notwithstanding any other provision of this SOW or the Agreement, this
SOW is terminable by either party on ninety (90) days written notice to
the other party.
8.2 Early termination 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 GTE, GNI may give GTE
written notice of such default and a notice to cure pursuant to Section
9.0, Non-performance, Notification, and Resolution, below.
8.3 It is understood and agreed that early termination should not interfere
with GNI's continuing service to third parties. In the event of an
early termination, the Parties will cooperate with each other in
planning a transition of Services to GNI or a third party. In the event
that GTE incurs costs during any migration or transition period that
were reasonably required to be expended to avoid interfering with
service to third parties, GNI shall reimburse GTE for such costs and
expenses. Provided however, GTE shall not incur such costs or expenses
absent prior notification and approval of the same by GNI.
8.4 On expiration or termination of the MSA or 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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9.0 NON-PERFORMANCE, NOTIFICATION, AND RESOLUTION
In the event that either party fails to perform any material provision of this
SOW, either Party may give notice of said failure to the other Party. The
Parties agree to confer regarding the non-performance within five (5) business
days of notice. The non-performing party shall propose a resolution within ten
(10) business days after notice. If the non-performance is not cured within
thirty (30) days after notice, the Parties shall meet together to discuss a
mutually agreed remedy. In the event that the Parties fail to agree to a remedy
within sixty (60) days after notice, the matter shall be referred to the
Parties' senior management.
10.0 INTEGRATION.
10.1 This SOW constitutes the entire understanding of the Parties with
respect to the Services to be provided herein which are governed by the
Master Services Agreement between the Parties.
10.2 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 for 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.
11.0 PROPRIETARY INFORMATION.
The Parties acknowledge that this SOW constitutes the Proprietary Information of
both Parties and is subject to the terms of this section; 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 confidential treatment for this SOW with any such regulatory commission, to
the extent such confidential designation can be secured.
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IN WITNESS WHEREOF, each of the Parties have agreed and accepted the terms or
this Statement of Work and has caused this Statement of Work to be duly executed
effective as of the day and year last written below.
GTE GLOBAL NETWORK GTE Network Services consisting of the
GTE Telephone Operating Companies
listed on Attachment A
By: By:
_____________________________ _____________________________________
Name: T. Xxxxxx Xxxx By: Xxxxx X. Xxxxxxx
_____________________________ _____________________________________
Title: Vice President Title: Vice President - Wholesale Markets
_____________________________ _____________________________________
Date: Original signed 10/28/99 Date: Original signed 11/4/99
_____________________________ _____________________________________
By: By:
_____________________________ _____________________________________
Name: Xxxxxx Xxx Xxxxxx Name: Xxxxxxxx Xxxxxxxxx
_____________________________ _____________________________________
Title: Assistant Secretary Title: Assistant Secretary
_____________________________ _____________________________________
Date: Original signed 10/29/99 Date: Original signed 11/4/99
_____________________________ _____________________________________
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Attachment A
GTE TELEPHONE OPERATING COMPANIES 1/31/96
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 South Incorporated
GTE Southwest Incorporated
GTE West Coast Incorporated
Contel of Minnesota, Inc. d/b/a GTE Minnesota
Contel of the South, Inc. d/b/a GTE Systems of the South, d/b/a GTE Systems of
Indiana, d/b/a GTE Systems of Michigan
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