Contract
Exhibit 10.1.4
Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with
the North American Portability Management LLC, as successor to Northeast Carrier Acquisition
Company, LLC, which is one of seven agreements that are substantially identical in all material
respects other than the parties to the agreements. North American Portability Management, LLC
succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other
entities listed below. The following list identifies the other parties to the six agreements that
have been omitted pursuant to Instruction 2 to Item 601:
| • | LNP, LLC (Midwest) | |
| • | Southwest Region Portability Company, LLC | |
| • | Western Region Telephone Number Portability, LLC | |
| • | Southeast Number Portability Administration Company, LLC | |
| • | Mid-Atlantic Carrier Acquisition Company, LLC | |
| • | West Coast Portability Services, LLC |
STATEMENT OF WORK NO. 75
UNDER
CONTRACTOR SERVICES AGREEMENT
FOR
NUMBER PORTABILITY ADMINISTRATION CENTER / SERVICE
MANAGEMENT SYSTEM
MANAGEMENT SYSTEM
ELIMINATION OF DIAL-UP PORT TO NPAC NETWORK
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STATEMENT OF WORK NO. 75
UNDER
CONTRACTOR SERVICES AGREEMENT
FOR
NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE MANAGEMENT
SYSTEM
FOR
NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE MANAGEMENT
SYSTEM
Elimination of Dial-up Port to NPAC Network
1. PARTIES
This Statement of Work No. 75 (this “Statement of Work” or “SOW”) is entered into pursuant to
Article 13 and Article 30, and upon execution shall be a part of, the Contractor Services
Agreements for Number Portability Administration Center/Service Management System, as amended and
in effect immediately prior to the SOW Effective Date (each such agreement referred to individually
as the “Master Agreement” and collectively as the “Master Agreements”), by and between NeuStar,
Inc., a Delaware corporation (“Contractor”), and the North American Portability Management LLC, a
Delaware limited liability company (the “Customer”), as the successor in interest to and on behalf
of the Northeast Carrier Acquisition Company, LLC (the “Subscribing Customer”).
2. EFFECTIVENESS AND SUBSCRIBING CUSTOMERS
This Statement of Work shall be effective as of the last date of execution below (the “SOW
Effective Date”), conditioned upon execution by Contractor and Customer on behalf of all the
limited liability companies listed below for the separate United States Service Areas (the
“Subscribing Customers”).
| • | Mid-Atlantic Carrier Acquisition Company, LLC | ||
| • | LNP, LLC (Midwest) | ||
| • | Northeast Carrier Acquisition Company, LLC | ||
| • | Southeast Number Portability Administration Company, LLC | ||
| • | Southwest Region Portability Company, LLC | ||
| • | West Coast Portability Services, LLC | ||
| • | Western Region Telephone Number Portability, LLC |
The number in the upper left-hand corner refers to this Statement of Work. Capitalized terms used
herein without definition or which do not specifically reference another agreement shall have the
meanings as defined in the Master Agreement.
3. CONSIDERATION RECITAL
In consideration of the terms and conditions set forth in this Statement of Work, and for other
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good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Contractor and Customer agree as set forth in this Statement of Work.
4. SCOPE OF ADDITIONAL SERVICES
Contractor shall perform the Additional Services set forth herein. The Additional Services under
this SOW consist exclusively of the elimination of dial-up arrangements for low tech interface
(LTI) access to the NPAC network.
Upon the SOW Effective Date, NeuStar shall cease offering new dial-up access arrangements for LTI.
NeuStar shall withdraw all existing dial-up access arrangements for remaining LTI dial-up access
Users on the last day of the second full calendar month after the SOW Effective Date (such last day
of the second full calendar month after the SOW Effective Date, the “Dial-Up Elimination Date”).
NeuStar shall send a written communication to all inactive Users of dial-up access to the NPAC
within five (5) business days after the SOW Effective Date that informs such Users (a) that dial-up
access to the NPAC will be eliminated by the Dial-Up Elimination Date, (b) that NeuStar will cease
charging such User for dial-up access to the NPAC, (c) available methods for accessing the NPAC.
Upon elimination of dial-up access to the NPAC on the Dial-Up Elimination Date, NeuStar shall cease
charging for dial-up access to the NPAC. As of the Dial-Up Elimination Date, the entire entry for
the Service Element denominated “Dial-up Port to NPAC network” under the Monthly Charges Category
set forth in Schedule 1 of Exhibit E shall be deleted.
NeuStar shall, if necessary, modify the Functional Requirements Specification (FRS) to remove
dial-up access to the NPAC. The foregoing modification of the FRS may take place as part of a
modification of the FRS for other reasons.
5. OUT OF SCOPE SERVICES
This SOW contains the agreed upon terms and conditions that shall govern Contractor’s performance
of the Additional Services described herein. The Additional Services provided for in this SOW shall
not be interpreted, implied, or assumed to include any other service(s), including additional or
changed services, not specifically described in Article 4 (Scope of Additional Services) above. Any
and all requested or required services or change orders (hereinafter “Out of Scope Services”) may
be provided in accordance with Article 13 of the Master Agreement.
6. PROJECT PHASES
Contractor shall eliminate the Dial-up Port to the NPAC network no earlier than the Dial-Up
Elimination Date.
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7. APPLICABLE DOCUMENTS
The following internal documents are applicable to the Additional Services contemplated under this SOW:
þ
Functional Requirements Specifications
None Requirements Traceability Matrix
None System Design
None Detailed Design
None Integration Test Plan
None System Test Plan
None NPAC Software Development Process Plan
þ User Documentation
None Requirements Traceability Matrix
None System Design
None Detailed Design
None Integration Test Plan
None System Test Plan
None NPAC Software Development Process Plan
þ User Documentation
Effective on the SOW Completion Date, the term Specifications as used in the Master Agreements
shall mean the Specifications as defined therein and as modified and amended pursuant to Statements
of Work under the Master Agreements through and including the Software release contemplated by this
Statement of Work.
8. IMPACTS ON MASTER AGREEMENT
None Master Agreement
þ Exhibit B Functional Requirements Specification
None Exhibit C Interoperable Interface Specification
þ Exhibit E Pricing Schedules
None Exhibit F Project Plan and Test Schedule
None Exhibit G Service Level Requirements
None Exhibit H Reporting and Monitoring Requirements
None Exhibit J User Agreement Form
None Exhibit K External Design
None Exhibit L Infrastructure/Hardware
None Exhibit M Software Escrow Agreement
None Exhibit N System Performance Plan for NPAC/SMS Services
None Disaster Recovery
None Back Up Plans
None Gateway Evaluation Process (Article 32 of Master Agreement)
þ Exhibit B Functional Requirements Specification
None Exhibit C Interoperable Interface Specification
þ Exhibit E Pricing Schedules
None Exhibit F Project Plan and Test Schedule
None Exhibit G Service Level Requirements
None Exhibit H Reporting and Monitoring Requirements
None Exhibit J User Agreement Form
None Exhibit K External Design
None Exhibit L Infrastructure/Hardware
None Exhibit M Software Escrow Agreement
None Exhibit N System Performance Plan for NPAC/SMS Services
None Disaster Recovery
None Back Up Plans
None Gateway Evaluation Process (Article 32 of Master Agreement)
9. COMPENSATION AND PAYMENT
There is no cost to the Subscribing Customer and the Users of the Subscribing Customer’s Service
Area for the performance of the Additional Services set forth herein.
10. MISCELLANEOUS
10.1 Except as specifically modified and amended hereby, all the provisions of the Master Agreement
and the User Agreements entered into with respect thereto, and all exhibits and schedules thereto,
shall remain unaltered and in full force and effect in accordance with their
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terms. From and after the SOW Effective Date hereof, any reference in the Master Agreement to
itself and any Article, Section or subsections thereof or to any Exhibit thereto, or in any User
Agreement to itself or to the Master Agreement and applicable to any time from and after the SOW
Effective Date hereof, shall be deemed to be a reference to such agreement, Article, Section,
subsection or Exhibit, as modified and amended by this. From and after the SOW Effective Date, this
Statement of Work shall be a part of the Master Agreement, including its Exhibits, and, as such,
shall be subject to the terms and conditions therein. Each of the respective Master Agreements with
respect to separate Service Areas remains an independent agreement regarding the rights and
obligations of each of the Parties thereto with respect to such Service Area, and neither this
Statement of Work nor any other instrument shall join or merge any Master Agreement with any other,
except by the express written agreement of the Parties thereto.
10.2 If any provision of this SOW is held invalid or unenforceable the remaining provision of this
SOW shall become null and void and be of no further force or effect. If by rule, regulation, order,
opinion or decision of the Federal Communications Commission or any other regulatory body having
jurisdiction or delegated authority with respect to the subject matter of this SOW or the Master
Agreement, this SOW is required to be rescinded or is declared ineffective or void in whole or
in part, whether temporarily, permanently or ab initio (an “Ineffectiveness
Determination”), immediately upon such Ineffectiveness Determination and without any
requirement on any party to appeal, protest or otherwise seek clarification of such Ineffectiveness
Determination, this SOW shall be rescinded and of no further force or effect retroactively to the
Amendment Effective Date. Consequently, the Master Agreement in effect immediately prior to the
Amendment Effective Date shall continue in full force and effect in accordance with its terms,
unchanged or modified in any way by this SOW. In the event of an Ineffectiveness Determination,
any amounts that would have otherwise been due and payable under the terms and conditions of the
Master Agreement, in effect immediately prior to the Amendment Effective Date (including, but not
limited to any adjustments necessary to retroactively re-price TN Porting Events under Exhibit E
from the Amendment Effective Date through the date of the Ineffectiveness Determination, or other
amounts or credits, to any party hereunder), shall be invoiced by Contractor at the earliest
practical Billing Cycle in accordance with the Master Agreement and shall be due and payable in
accordance with the applicable invoice therewith or shall be credited or applied for the benefit of
the Customer or any Allocated Payor in accordance with the Master Agreement.
10.3 This Statement of Work may be executed in two or more counterparts and by different parties
hereto in separate counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
10.4 If at any time hereafter a Customer, other than a Customer that is a party hereto desires to
become a party hereto, such Customer may become a party hereto by executing a joinder agreeing to
be bound by the terms and conditions of this Statement of Work, as modified from time to time.
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10.5 This Statement of Work is the joint work product of representatives of Customer and
Contractor; accordingly, in the event of ambiguities, no inferences will be drawn against either
party, including the party that drafted this Statement of Work in its final form.
10.6 This Statement of Work sets forth the entire understanding between the Parties with regard to
the subject matter hereof and supercedes any prior or contemporaneous agreement, discussions,
negotiations or representations between the Parties, whether written or oral, with respect thereto.
The modifications, amendments and price concessions made herein were negotiated together and
collectively, and each is made in consideration of all of the other terms herein. All such
modifications, amendments and price concessions are interrelated and are dependent on each other.
No separate, additional or different consideration is contemplated with respect to the
modifications, amendments and price concessions herein.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Statement of Work:
| CONTRACTOR: NeuStar, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Its: VP, Finance & Corporate Controller | ||||
| Date: August 18, 2009 | ||||
| CUSTOMER: North American Portability Management LLC, as successor in interest to and on behalf of
Northeast Carrier Acquisition Company, LLC |
||||
| By: | /s/ Xxxxxx Xxxx | |||
| Its: NAPM LLC Co-Chair | ||||
| Date: 8/10/2009 | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Its: NAPM LLC Co-CHAIR | ||||
| Date: 8/14/2009 | ||||
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