Confidential: Use or disclosure of this document is subject to the restriction
of the Confidentiality Statement
EXHIBIT 10.1.14
AMENDMENT 003
AVAILABILITY/OUTAGE GOALS FOR 2001
TO
IDEN INFRASTRUCTURE [*] SUPPLY AGREEMENT
BETWEEN
MOTOROLA INC.
AND
NEXTEL COMMUNICATIONS INC.
This Amendment is between Motorola, Inc., a Delaware corporation ("Motorola"),
and Nextel Communications, Inc. ("Customer") and amends the iDEN Infrastructure
[*] Supply Agreement dated as of April 13, 1999, as previously amended ("[*]
Supply Agreement").
WHEREAS, the parties have mutually agreed to enter into this amendment to the
[*] Supply Agreement in order to encourage efforts to enhance the reputation of
iDEN in the United States market place by establishing improvement plans for
Customer operations and Motorola support of Customer's iDEN systems in the
United States; and
WHEREAS, the parties previously set system availability and outage goals and
penalties for 1999 and 2000 and they now want to set new goals and penalties for
2001; and
WHEREAS, this Amendment shall (i) set joint Customer/Motorola 2001 system
availability goals ("Overall System Uptime") and penalties if they are not
reached and 2001 system outage ("System Outages") penalties by Motorola and (ii)
supersede the availability and outage goals and penalties set for 1999 and 2000;
and
WHEREAS, the parties agree to jointly develop plans and procedures capable of
meeting the Overall System Uptime goals and dramatically reducing System
Outages; and
NOW THEREFORE, in consideration of their mutual promises the parties agree as
follows.
I. OVERALL SYSTEM AVAILABILITY
A. System availability will be measured on a 24-hour basis as
reported in the customer Uptime Report. The system availability
measurement for penalty purposes shall only be based on the
period between the hours of 7:00 AM and 11:00 PM. On a monthly
basis Customer will identify those outages on the Uptime Report
Customer feels are Motorola's obligations, provide the Uptime
Report to Motorola, and Motorola and Nextel will mutually agree
to those outages for which Motorola is responsible.
1
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
Confidential: Use or disclosure of this document is subject to the restriction
of the Confidentiality Statement
B. Motorola and Customer jointly agree that the monthly goals for Overall
System Uptime are between the hours of 7:00 AM and 11:00 PM for 2001 and
shall be based solely on [*]. The goals shall be:
1. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
7. [*]
8. [*]
9. [*]
10. [*]
11. [*]
12. [*]
C. [*]
D. [*]
1. [*]
2
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
Confidential: Use or disclosure of this document is subject to the restriction
of the Confidentiality Statement
2. [*]
3. [*]
4. [*]
II. SYSTEM OUTAGE
A. System Outage Penalty
1. Motorola will pay Customer on a per hour basis for each
system outage as defined below [*]:
a) [*]
b) [*]
c) [*]
d) [*]
e) [*]
f) [*]
2. [*]
3. [*]
4. The above penalties will be assessed upon notification to
Motorola CNRC by Nextel of an event and continue until
such event has been corrected and the element is deemed to
be in service and fully functional, less any time required
to collect failure logs. [*]
5. [*]
3
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
Confidential: Use or disclosure of this document is subject to the restriction
of the Confidentiality Statement
B. System Outage Exclusions
1. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
7. [*]
8. [*]
9. [*]
10.[*]
11.[*]
12.[*]
III. GENERAL
X. [*]
B. [*]
1. [*]
2. [*]
4
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
Confidential: Use or disclosure of this document is subject to the restriction
of the Confidentiality Statement
C. [*]
1. [*]
D. Infrastructure Notice of Claim
1. Customer must make notice of claim in writing to Motorola
monthly (by the 7th day of the following month). Such claim
must be signed by the Nextel Director of NTS or his/her
designee. The Motorola Vice President of Sales and Operations
for Nextel or his/her designee shall endorse the claim to
indicate Motorola's acceptance.
2. Nextel and Motorola will use a predefined, agreed upon,
written process for calculating monthly outages and penalties.
3. Motorola agrees to distribute all direct cause outage
reports to the Chief Operating Officer, Chief Technology
Officer, Executive Vice President of Engineering and
Operations, and the Vice President and Director of Operations
at Customer.
E. Other Provisions
1. The parties recognize that to insure minimum restoration
time, it may be necessary to forego collection of valuable
trace data that would allow for root cause analysis. If
customer desires to extend outage duration to collect
trace data, Motorola liability terminates upon such
notice.
2. The compensation provisions in this Amendment are
effective upon execution of this Amendment, but are made
retroactive to January 1, 2001. These penalty provisions
shall be in effect through December 31, 2001.
F. Extension of Penalty Provisions
The parties agree to negotiate in good faith on modification or
extension of these provisions beyond End of the Year 2001 based on
perceived benefit of these provisions and changes in system
performance. A formal review of the penalty program will be
conducted at the end of Q4 2001.
G. Dispute Resolution
Disputes and Dispute Resolution with regards to this
Penalty/Incentive program will be resolved as outlined in paragraph
30.0 of the [*] Infrastructure Supply Agreement.
H. Effective as of January 1, 2001 this document supersedes the
"AMENDMENT 003 AVAILABILITY/OUTAGE GOALS FOR 2001 TO iDEN
INFRASTRUCTURE [*] SUPPLY AGREEMENT BETWEEN MOTOROLA INC. AND
NEXTEL COMMUNICATIONS INC." that was signed on October 5, 2001. The
parties inadvertently signed the wrong version of such document and
have executed this agreement to rectify such error. The contents of
the document signed on and dated October 5, 2001 are hereby null
and void and shall be replaced by this document.
5
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
Confidential: Use or disclosure of this document is subject to the restriction
of the Confidentiality Statement
The iDEN Infrastructure [*] Supply Agreement shall remain in full force and
effect except as expressly amended hereby.
IN WITNESS WHEREOF, this Amendment has been executed and delivered by the
parties set forth below.
Motorola, Inc. Nextel Communications, Inc.
By: /s/ Xxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------- -----------------------------------------
(Authorized Signatory) (Authorized Signatory)
Name: Xxx Xxxxx Name: Xxxxxxx Xxxxxx
--------------------------------------------- -----------------------------------------
Title: Director of Finance Title: Director-SCM
--------------------------------------------- -----------------------------------------
Date: 11/13/2001 Date: 11/08/2001
--------------------------------------------- -----------------------------------------
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
6
