Exhibit 10.17
FIRST AMENDMENT TO
MASTER SERVICES AGREEMENT
Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.
This First Amendment ("First Amendment") is effective as of the 1st day
of April, 2000 ("First Effective Date") and amends and supplements that certain
Master Services Agreement, as previously amended (the "Agreement") dated as of
the 9th day of December, 1999, by and between VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC (as successor to Valor Telecommunications Southwest, LLC,
successor to dba Communications, LLC) ("Client") and ALLTEL INFORMATION
SERVICES, INC. ("ALLTEL").
WITNESSETH:
WHEREAS, during the period of time from April 1, 2000 through the First
Amendment Effective Date, ALLTEL has provided and Client has paid for Managed
Network Services as described in the Agreement and certain other network
services which are not described in the Agreement;
WHEREAS, Client intended to perform on its own behalf at the inception
of the Agreement a portion of certain network services, some of which are
included within the Managed Network Services described in the Agreement, and to
purchase from ALLTEL certain equipment used by ALLTEL to perform such services;
WHEREAS, Client has requested that ALLTEL continue to perform certain
network services with respect to WAN equipment which has not been included in
the Agreement;
WHEREAS, the parties wish to clarify what Managed Network Services
shall be provided by ALLTEL, and the payments to be made in respect thereof, as
of the First Amendment Effective Date through the remainder of the Term of the
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties agree as follows:
1. The parties acknowledge and agree that during the time period beginning
on April 1, 2000 through the First Amendment Effective Date, ALLTEL has
provided and Client has paid for Managed Network Services as described
in the Agreement and certain other network services which were not
described in the Agreement Client agrees that Client shall assert to
claims against ALLTEL relating to the charges for the network services
or any failure by ALLTEL to perform such network services prior to the
First Amendment Effective Date.
2. On the First Amendment Effective Date, Client shall pay to ALLTEL the
amount of $[*****] for the WAN equipment listed in Attachment 1 to this
Amendment, which is the net of the original cost of this equipment,
less payments made by Valor during the term of the Agreement.
3. Exhibit B (Managed Network Services) to the Agreement shall be deleted
in its entirety and replaced with the attached Exhibit B in lieu
thereof.
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4. The following new Section 2.4 shall be added to Exhibit E to the
Agreement:
"2.4 Fees for Additional Network Services. In addition to the fees
listed in this Section 2, Client shall pay ALLTEL for certain
Managed Network Services described in Exhibit B, for the
actual quantities of units for which services are provided, at
the unit prices listed in the table below ("Additional Network
Charges"); provided, however, that for so long as ALLTEL shall
provide such services to Client, the minimum number of units
for which Client shall pay ALLTEL shall be sixty (60).
(a) FAULT MANAGEMENT AND PERFORMANCE MANAGEMENT. Monthly
Service Fees for Fault Management Services and for
Performance Management Services (as described in
Sections 2(a) and (b) of Exhibit B, respectively)
shall be determined on a per unit basis at the unit
prices set forth in the following table. The "Unit
Quantity" and "Totals" set forth in the following
table are for illustrative purposes and reflect the
quantities and totals as of April 1, 2001.
UNIT FAULT MANAGEMENT PERFORMANCE MANAGEMENT
ALLTEL NOC ELEMENT QUANTITY UNIT PRICE TOTAL UNIT PRICE TOTAL
-------------------- ---------------- -------- ---------- ------ ---------- --------
Carrier Class Router 75xx, 72xx, 6xxx [*****] $[*****] $[*****] $[*****] $[*****]
Enterprise Class 36xx [*****] [*****] [*****] [*****] [*****]
Router
Edge Class Router 16xx, 17xx, 26xx [*****] [*****] [*****] [*****] [*****]
Access Server 53xx, 54xx [*****] [*****] [*****] [*****] [*****]
PIX Firewall 515/520 [*****] [*****] [*****] [*****] [*****]
Access Class LAN 29xx [*****] [*****] [*****] [*****] [*****]
------- ------- --------
Total [*****] [*****] [*****] [*****] [*****]
------- ------- --------
(b) Should ALLTEL provide transport services to any
locations other than those listed in Section 1(a) of
Exhibit B, for so long as ALLTEL shall provide any
such services for such other locations Client shall
pay ALLTEL for such services at the rate of ALLTEL's
cost plus three percent (3%) administrative fee. Upon
sixty (60) Days' prior written notice from Client,
ALLTEL shall cease providing such services.
(c) Monthly Service Fees for network connection to
Architel, and WFM applications and AMA polling sites
is $[*****] per minute.
The monthly fees set forth above include the modem and
facilities to support switch interface software (such as
Architel software)."
5. Section 2.3(b)(6) of Exhibit F is deleted in its entirety. (Section
23(b)(6) has been replaced with Attachment B-1 of Exhibit B setting
forth notification procedures for network outages.)
6. Exhibit P to the Agreement is deleted in its entirety and replaced with
the attached Exhibit P in lieu thereof.
7. Section 22.14 of the Agreement (Separate Agreements) shall be deleted
in its entirety.
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8. All capitalized terms not otherwise defined in this First Amendment
shall have the same meaning set forth in the Agreement.
9. Except as herein expressly amended, the Agreement as previously amended
is ratified, confirmed and remains in full force and effect.
10. All references to the Agreement shall mean as such Agreement is amended
hereby and as may in the future be restated, supplemented or modified
from time to time.
11. This First Amendment may be executed by the parties hereto individually
or in combination, in one or more counterparts, each of which shall be
an original and all of which shall constitute one and the same
agreement.
SIGNATURES FOLLOW ON NEXT PAGE
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IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the First Amendment Effective Date by their duly authorized representatives.
ALLTEL INFORMATION SERVICES, INC. VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx
_______________________________ _______________________________
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
_____________________________ _____________________________
Title: Operations Director Title: President & CEO
____________________________ ____________________________
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ATTACHMENT 1 TO
FIRST AMENDMENT
NETWORK EQUIPMENT TO BE TRANSFERRED TO CLIENT
ON THE FIRST AMENDMENT EFFECTIVE DATE
On the First Amendment Effective Date, Client shall make payment for and ALLTEL
shall transfer to Client the ownership of the following network hardware and
equipment in accordance with Section 2 of the First Amendment:
DESCRIPTION SERIAL NUMBER
---------------------------- ----------------
CISCO 3640 ROUTER JAB042386LE
CISCO 3640 ROUTER JAB0415867J
1 PORT WIC 18203162
1 PORT WIC 18203169
1 PORT WIC 18202879
1 PORT WIC 18203160
CISCO 3640 ROUTER 364068036
CISCO 0000 XXXXXX XXX000000XX
CISCO 3640 ROUTER JAB040985Bl
3 MODULES 19654122,136&210
CISCO 0000 XXXXXX XXX000000XX
8 PORT ASYNC 19638672
8 PORT ASYNC 196636048
CISCO 2611 ROUTER JAB041888F5
CISCO 2611 ROUTER JAB041888EX
CISCO 3640 ROUTER JAB041780HT
CISCO 0000 XXXXXX XXX000000XX
2 Ethernet / 2 WAN card slot 18781451
CISCO 3640-DC ROUTER JAB042989EH
CISCO 3662-DC ROUTER JAB042988ER
CISCO 0000-XX XXXXXX XX0000000X0
CISCO 2611-DC ROUTER JAB042888T8
CISCO 0000-XX XXXXXX XXX000000X0
CISCO 0000-XX XXXXXX XXX000000X0
CISCO 2611-DC ROUTER JAB042888KJ
CISCO 0000-XX XXXXXX XXX000000XX
CISCO 0000-XX XXXXXX XXX000000XX
CISCO 2611-DC ROUTER JAB042888TD
CISCO 0000 XXXXXX XXX00000XXX
CISCO 2611-DC ROUTER JAB042888KP
CISCO 2611-DC ROUTER JAB042888KM
CISCO 1604-R ROUTER 25839882
CISCO 0000-XX XXXXXX XXX000000X0
CISCO 0000-XX XXXXXX XXX000000X0
CISCO 0000-XX XXXXXX XXX000000XX
1 PORT FAST ETHERNET N/A
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DESCRIPTION SERIAL NUMBER
---------------------------- ----------------
CISCO 3640 ROUTER JAB040984KF
CISCO 0000 XXXXXX XXX000000XX
CISCO 2611 ROUTER JAB040888MS
CISCO 2611 ROUTER JAB040985EB
CISCO 3640 ROUTER JAB040984M2
CISCO 0000 XXXXXX XXX00000XXX
CISCO 3640 ROUTER JAB040984N7
CISCO 3640 ROUTER JAB041685S5
CISCO 0000 XXXXXX XXX000000XX
CISCO 1604 ROUTER JAB0421508D
CISCO 1604 ROUTER JAB0421508V
CISCO 2611 ROUTER JAB041888F4
CISCO 2611 ROUTER JAB041888F3
CISCO 2611 ROUTER JAB041888EW
CISCO 1604 ROUTER JAB04215085
CISCO 1604 ROUTER JAB0421508Z
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"EXHIBIT B
MANAGED NETWORK SERVICES
This Exhibit describes the services, software and equipment that constitute the
"Managed Network Services."
1. LOCATIONS.
(a) ALLTEL throughout the Term will provide the WAN and associated
Managed Network Services described in this Exhibit for the
T1's at the following locations:
- 2 T1's (B8ZS/ESF) from Texartana to Little
Rock
- 3 T1's (B8ZS/ESF) from Dallas to Twinsburg.
Unless the parties agree otherwise in writing, all references in the
Agreement to WAN or Managed Network Services shall be limited to the
locations set forth in this Section 1(a).
(b) Upon request of Client and as mutually agreed by the parties
in writing, ALLTEL will provide the WAN and associated Managed
Network Services for additional locations; provided, however,
ALLTEL shall have no obligation to provide services for such
additional locations unless or until Client has notified
ALLTEL in writing of the additional locations at which
services are to be provided.
(c) As of the First Amendment Effective Date, the Client-owned
network hardware and equipment is all hardware and equipment
not situated at the ALLTEL locations listed in Section 1(a) of
this Exhibit B.
(d) At any time on or after December 31, 2002, Client may
terminate the Managed Network Services described in Section 2
of this Exhibit B for all of the locations described in
Section 1(b) pursuant to Section 19.4 of the Agreement and
under the terms and conditions set forth in Exhibit P.
(e) In order for ALLTEL to provide the services described in this
Exhibit B. ALLTEL requires comprehensive and current listings
of all network devices. To that end, Client shall provide
ALLTEL in writing with a full list of all network devices
within ten (10) Days after executing the First Amendment.
Thereafter, for so long as ALLTEL shall provide services
pursuant to this Exhibit B, Client shall provide a listing of
new devices to be monitored to ALLTEL in writing on or before
the fifth (5th) Day of each month.
2. DESCRIPTION OF MANAGED NETWORK SERVICES. ALLTEL shall perform the
following Managed Network Services:
(a) FAULT MANAGEMENT SERVICES. ALLTEL shall perform the following
"Fault Management Services" for the locations set forth in
Sections 1(a) and (b) of this Exhibit B:
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(i) SINGLE POINT OF CONTACT. The ALLTEL Customer Service
Center will provide a single point of contact for
reporting trouble calls twenty-four (24) hours a Day,
seven (7) Days a week
(ii) NETWORK MONITORING SERVICES. ALLTEL will provide WAN
monitoring services twenty-four (24) hours a day,
seven (7) Days a week. If problems experienced by
Client are of such a nature that they can be
diagnosed and corrected by ALLTEL remotely, ALLTEL
will diagnose and correct such problems on the WAN
twenty-four (24) hours a Day, seven (7) Days a week.
(iii) FAULT MANAGEMENT. ALLTEL will provide a real-time,
graphics-oriented management of WAN devices and
associated communication links. If problems
experienced by Client are of such a nature that they
can be diagnosed and corrected by ALLTEL remotely,
fault management will include the detection,
isolation, diagnosis and correction of WAN problems.
Monitoring will include WAN attached devices that are
connected to a data circuit.
(iv) PROBLEM MANAGEMENT. ALLTEL will manage the entire
life cycle of a WAN failure. The problem will be
tracked on a ticket management system from detection
to resolution, including the management of network
vendors and escalation will be performed in
accordance with Attachment B-1 to this Exhibit B.
(b) PERFORMANCE MANAGEMENT SERVICES. ALLTEL shall perform the
following "Performance Management Services" for the locations
set forth in Sections l(a) and (b) of this Exhibit B:
ALLTEL will provide the following monthly performance reports
(by network device) to Client no later than the twelfth (12th)
business Day of the subsequent calendar month:
(i) EXECUTIVE SUMMARY REPORTS:
- Network Bandwidth Utilization: This report shows
the average and peak utilization thresholds. This
information can help determine overall traffic
patterns which, in turn, helps to determine if
acceptable bandwidth is available from the
service provider.
- WAN Availability: This report shows the
percentage availability of the WAN during a
specified period.
- Network Trend: Rolling 12 months, predictive 6
months.
(ii) INCIDENT TRACKING: This report shows the incident
classification, outage duration, description,
quantity and location of reported problems.
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(iii) ROUTER UTILIZATION: This report indicates congestion
points and tracks load, providing an early warning as
to when re-engineering or equipment upgrades may be
necessary.
(iv) UTILIZATION REPORTS
- Circuits (Frame UNIs, Point to Point on Routers)
- Control Processors Units
- Ethernet Port Utilization
- Monthly Circuit Utilization - minimum granularity
is one hour
- Peak Hour Utilization
- Average Daily Utilization
(v) TOP TEN OVER- AND UNDER-UTILIZED DEVICES
(vi) NEAR REAL TIME VIEWS - HEALTH REPORT THROUGH THE
CONCORDE SYSTEM
(vii) MONTHLY DEVICE OVERVIEW
(viii) NETWORK-AVAILABILITY, MONTHLY, QUARTERLY
(c) ASSET MANAGEMENT SERVICES. ALLTEL shall perform the following
"Asset Management Services" only for the locations set forth
in Section 1(a) of this Exhibit B:
(i) THIRD PARTY/LOAD CARRIER COORDINATION. ALLTEL will
coordinate the involvement of any third party for
maintaining their respective portions of the products
and services provided. For example, ALLTEL will
coordinate obtaining IXC/LEC support in the event
that a Frame Relay circuit problem is caused by the
local loop.
(ii) CONFIGURATION MANAGEMENT. ALLTEL's and Client's
technical staff will coordinate to exchange
information and requirements needed to properly
configure WAN equipment. Such information may include
routing protocols, applications, traffic,
connectivity requirements, timeframes, the supported
interfaces, etc. Network device configurations will
then be stored in a database for use in
reconfigurations when necessary.
(iii) EXECUTION OF WAN CHANGE REQUESTS. Change Orders for
WAN in-service or additional WAN services will be
input and tracked in the service request system.
ALLTEL will execute such WAN changes initiated by
Client according to the timeframes in Exhibit F.
(iv) ASSET MANAGEMENT. ALLTEL will track the location of
equipment provided by ALLTEL as part of the Managed
Network Services and software levels, upgrading the
software as required.
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3. ROLES AND RESPONSIBILITIES. ALLTEL and Client responsibilities
associated with the execution of Day-to-Day delivery and support of
Managed Network Services are described below.
3.1 ALLTEL ROLES AND RESPONSIBILITIES. In addition to the other
obligations set forth in this Exhibit, ALLTEL shall also be
responsible for the following activities for the indicated
locations:
(a) For the locations set forth in Section 1(a):
(i) Problem reporting;
(ii) Trouble ticket handling;
(iii) Customer notification;
(iv) Escalation procedures; and
(v) Support (1st level escalation, i.e. initial
notification of problems).
(b) For the locations set forth in Sections 1(a) and (b),
Network Operation Center (NOC), including:
(i) Network monitoring and funk management;
(ii) Problem management;
(iii) Vendor dispatch (third-party); and
(iv) Performance reporting.
(c) For the locations set forth in Sections 1(a) and (b),
Daily network monitoring and problem resolution,
including availability reporting.
(d) For the locations set forth in Sections 1(a) and (b),
Service management activities, including account and
service reviews.
3.2 CLIENT RESOURCES AND RESPONSIBILITIES. Client shall provide
the following Client Resources:
(a) Provide escalation/notification to the ALLTEL Network
Operations Center;
(b) Providing the necessary contacts for financial
approvals and business planning;
(c) Supporting ALLTEL, when needed, for timely resolution
of problems associated with the equipment for which
ALLTEL provides Fault Management Services;
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(d) Provide ALLTEL with Change Request Notifications;
(e) Responding to ALLTEL's satisfaction survey and annual
network planning (to be conducted jointly with
ALLTEL).
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ATTACHMENT B-1
ESCALATION PROCEDURES
1. NOTIFICATIONS.
(a) CRITICAL EVENT NOTIFICATION. ALLTEL will provide notification
for any and all critical circuit and router events within
fifteen (15) minutes of the event's occurrence. Notifications
will be conducted as follows:
- Initial contact will be to Client's Information
Services Helpdesk (000-000-0000, or 000-000-0000, or
000-000-0000 [pager]) leave a message for callback if
forwarded to voicemail.
- If there is no response from Client's Helpdesk within
fifteen (15) minutes, then WAN/LAN Operations On-Call
will be notified (pager 214-248-6125).
- If there is no response from Client's WAN/LAN
Operations On-Call within 30 minutes, then Client's
WAN 2nd and 3rd Level Support will be notified (WAN
2nd Level Support 000-000-0000; WAN 3rd Level
Support: 817-354-0943).
(b) MAJOR EVENT NOTIFICATIONS. ALLTEL will provide notification
for any and all major circuit and routing events within
fifteen (15) minutes of the event's occurrence. Notifications
will conducted as follows:
- Initial contact will be to Client's Information
Services Helpdesk (000-000-0000, or 000-000-0000, or
000-000-0000 [pager], leave a message for callback if
forwarded to voicemail.
- If there is no response from Client's Helpdesk within
fifteen (15) minutes, then WAN/LAN Operations On-Call
will be notified (pager 214-248-6125).
- If there is no response from Client's WAN/LAN
Operations On-Call within thirty (30) minutes, then
Client's WAN 2nd and 3rd Level Support will be
notified (WAN 2nd Level Support: 000-000-0000; WAN
3rd Level Support: 000-000-0000.
(c) MINOR EVENT NOTIFICATIONS - ALLTEL will provide notification
for any and all minor circuit and router events within (2)
hours of the event's occurrence. Notifications will conducted
as follows:
- Initial contact will be to Client's Information
Services Helpdesk (000-000-0000, or 000-000-0000, or
000-000-0000 [pager]), leave a message for callback
if forwarded to voicemail.
- If there is no response from Client's Helpdesk within
sixty (60) minutes, then WAN/LAN Operations On-Call
will be notified (pager 214-248-6125).
2. 3RD LEVEL ESCALATION. All critical and major router and circuit
problems will be communicated to WAN 3rd Level Support if restoration
has not been effected within ninety (90) minutes of the circuit or
router experiencing problems.
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3. 3RD LEVEL NOTIFICATION. All router and circuit problems will be
communicated to 3rd Level Support within one-hundred twenty (120)
minutes of the circuit or router experiencing problems with probable
cause; proposed resolution and an estimated time to repair. This
communication can be in the form of an email, if responses have been
received by the Helpdesk and WAN/LAN Operations.
4. 30 DAY ROLLING UPTIME. Client desires a 99.86% uptime on all routes and
routers in order to successfully conduct business. Therefore, during
any trailing thirty (30) day period, any router or route that is not
functional for more than sixty (60) minutes a special performance
report shall be generated and distributed to Client's Vice President of
Planning and Engineering, Manager of Network Services, Director of Data
Engineering.
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"EXHIBIT P
TERMINATION OF CERTAIN SERVICES
1. TERMINATED SERVICES. Following are the Services that may be terminated
by Client during the Term in accordance with Section 19.4 of the
Agreement:
(a) TABLE ADMINISTRATION as described in Exhibit J.
(b) FAULT MANAGEMENT SERVICES AND PERFORMANCE MANAGEMENT SERVICES
as described in Sections 2(a) and (b), respectively, of
Exhibit B for the locations set forth in Section 1(b) of
Exhibit B.
2. EARLIEST EFFECTIVE DATE. The earliest effective date that Client may
begin performing each Termination Service is as follows:
(a) For Table Administration, Client may begin performing the
Terminated Service no earlier than the first (1st) day of the
thirteenth (13th month following the Managed Operations
Commencement Date.
(b) For the termination of the Fault Management Services and.
Performance Management Services as described in Sections 2(a)
and (b), respectively, of Exhibit B for the locations set
forth in Section 1(b) of Exhibit B may occur at any time after
December 31, 2002.
3. NOTICE PERIOD. Client shall give prior written notice of the
termination of the Terminated Services by the following time periods:
(a) For Table Administration, notice at least ninety (90) Days
prior to the date effective date of the termination of those
Terminated Services.
(b) For Fault Management Services and Performance Management
Services as described in Sections 2(a) and (b), respectively,
of Exhibit B for the locations set forth in Section 1(b) of
Exhibit B, Client shall give ALLTEL at least sixty (60) Days
written notice of the termination date of those Terminated
Services.
4. REDUCTION IN SERVICE FEES. The going forward reduction Service Fees for
each Terminated Service is as follows:
(a) For Table Administration, the Minimum Resource Level for Table
Administration shall be zero (0) and Client shall no longer be
required to pay the Service Fees for the functional category
of Table Administration calculated :in accordance with Section
5.3 of Exhibit E after the date of termination of the services
for Table Administration provided by the Variable Staff
(except to the extent of Service Fees incurred prior to the
termination date).
(b) For Fault Management Services and Performance Management
Services as described in Section 2 of Exhibit B for the
locations set forth in Section 1(b) of
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Exhibit B, the Service Fees shall be reduced by the Monthly
Service Fees for such Services described in Section 2.4(a) of
Exhibit E.
5. TERMINATION FEES. The termination fees payable by Client to ALLTEL
which shall be prorated if appropriate in connection with each
Terminated Service are as follows:
(a) For Table Administration, no termination fee.
(b) For Fault Management Services and Performance Management
Services as described in Sections 2(a) and (b), respectively,
of Exhibit B for all of the locations set forth in Section
1(b) of Exhibit B, no termination fee.
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