Exhibit 10.18
SECOND 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 Second Amendment ("Second Amendment") is effective as of the first
day of April, 2000 ("Second Amendment Effective Date") and amends and
supplements that certain Master Services Agreement, as 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, Client desires to obtain additional services from ALLTEL and
ALLTEL is willing to provide such services pursuant to the terms and conditions
contained herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties agree as follows:
1. The following new Section 2.5 shall be added to Exhibit E to the
Agreement:
"2.5 HARDWARE, SOFTWARE AND SUPPORT FOR SWITCH INTERFACE SOFTWARE.
ALLTEL shall acquire the following hardware, operating system
software, and support required for switch interface software
(such as Architel's switching activation software) on Client's
behalf: N9000 2cpu/3GB memory with local failover support and
miscellaneous software; 40 GB of storage; UNIX support; backup
services; maintenance (including software maintenance); and
related Oracle software licenses. Commencing April 1, 2000,
Client shall pay the following monthly Service Fees for such
hardware, software and support:
MONTHLY FEES*
-------------
April 1, 2000 through March 31, 2003 $[*****]
April 1, 2003 and thereafter** $[*****]***
* The monthly fees set forth in this Section are based on the
assumption there will be no more than 550,000 Access Lines and
no more than 90 switches. If that assumption is materially
incorrect, ALLTEL and Client shall negotiate in good faith an
equitable adjustment to such fees.
** Client may cancel these Services, without penalty or
additional fees, at any time after April 1, 2003 by thirty
(30) Days' written notice to ALLTEL.
*** The monthly fees after March 31, 2003 are based on the
assumption that the same hardware and software can be used,
without upgrade. If that assumption is incorrect, ALLTEL and
Client shall negotiate in good faith an equitable adjustment
to such fees.
The monthly fees set forth above include "Disaster Recovery Services",
as provided for in Exhibit K.
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2. The following new Section 4 shall be added to Exhibit A to the
Agreement:
"4. TIME MANAGEMENT SYSTEM. ALLTEL shall implement and support (in
the form of regular software upgrades and patches) ALLTEL's
Time Management System Software ("Time Management System")
which shall be used to track time for Client employees. ALLTEL
will provide one (1) interface from WFM to the Time Management
System. Valor shall have one (1) location, corporate
headquarters for the Time Management System. Time Management
System located at corporate headquarters will have an
automated interface to Pro-Business. The Time Management
System functionality described below will be implemented by
July 1, 2000, except for Short Term Disability and FMLA
Tracking and Reporting enhancements which are scheduled for
completion on August 1, 2000. ALLTEL will provide on-site
support for the Time Management System for a period of one (1)
week following the initial installation.
"4.1 FUNCTIONALITY. THE FUNCTIONALITY PROVIDED BY THE CORE TIME
MANAGEMENT SYSTEM SOFTWARE IS:
- LAN or PC based software;
- Multi-user software;
- 32 bit processing software;
- Manual input;
- Mechanized input;
- Mechanized input error correction;
- Feed to Payroll system;
- Validation of input date through maintenance tables;
- Manual updates of maintenance tables;
- Site specific table;
- Inquiry function;
- Daily time summary report;
- Query report;
- Weekly status report;
- Mechanized input error report;
- Reports saved as HTML for web reporting;
- Utilities to re-index tables;
- Utilities to pack tables;
- Utilities to purge data from tables;
- Utilities to release data;
- Utilities to re-release data;
- Utilities to set security levels;
- Utilities to set user and user's security levels;
- Utilities for online help; and
- Utilities to update the online help.
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4.2 ENHANCEMENTS. Additionally, ALLTEL will provide Client with
the following enhancements to the core Time Management System
software, including:
- Customized WFM import to match Client format;
- Customized timesheet screen to match Client format;
- Customized export to Pro-Business;
- Work order validation;
- Union order validation;
- Union validation;
- Exception Job Class Code rate logic;
- Sick pay processing; and
- Short Term Disability and FMLA Tracking and
Reporting.
ALLTEL will provide Client spreadsheet import capability
through Change Control. Spreadsheet import capability is not
within the scope of the 706 man-hours as set forth in 4.3
below.
4.3 CUSTOMIZATION. ALLTEL will provide up to 706 man-hours of
development services to configure the Time Management System
for Client's use. The 706 man-hours of software development
services will provide the following types of customization:
- Customization of report headings, menus and forms;
- Definition of internal tables; and
- Testing of the interface between the WFM and Payroll
system.
Customization exceeding the 706 man-hours (including new
reports, etc.) will be provided upon Client's written request
through the SER process for the Service Fees set forth in
Exhibit E.
4.4 CLIENT RESPONSIBILITIES. Client is responsible for providing
Client employees and contractors with the appropriate desktop
PCs needed to access and utilize the Time Management System.
ALLTEL will assist Client's LAN Administrator with loading of
the Time Management System icon and loading of the directories
onto Client's LAN. ALLTEL will also assist with initial
operator setup. Client is responsible for the nightly backup
on the LAN to include the Time Management System data."
3. The following new Section 2.4 shall be added to Exhibit E to the
Agreement.
"2.4 SERVICE FEES FOR TIME MANAGEMENT SYSTEM. ALLTEL shall provide
the Time Management System described in Section 4 of Exhibit A
and as compensation therefore, Client shall pay the following
Service Fees:
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License Fee (includes the 706 man-hours of development
services described in Section 4.3 of Exhibit A) $[*****]
Monthly Support(, July 1 through December 31, 2000 $[*****]
Monthly Support **, January 1, 2001 through July
31, 2005 $[*****]
* Assumes that ALLTEL resources needed to provide
support will not exceed one (1) FTE.
** Assumes that ALLTEL resources needed to provide
support will not exceed one-half (.5) FTE.
If the initial development of the Time Management System
requires in excess of 706-man-hours or the ALLTEL resources
required to perform the monthly support exceed the FTE
assumptions set forth above or if Client requests software
customizations or capacity in excess of that described in
Section 4 of Exhibit A, ALLTEL shall provide such additional
resources at the rates per hour set forth in Section 5.1 of
Exhibit E for Application Services and Development Variable
Staff. All related travel and materials shall be invoiced as a
Pass-Through Expense.
4. The following new Section 8 shall be added to Exhibit M. to the
Agreement:
"8. TRAINING ROOM PC DEPLOYMENT PROJECT. ALLTEL will install,
configure and test certain ALLTEL Software and ALLTEL-Provided
Third Party Software on Client's training personal computers
("PCs") in the "Training Facilities" (as set forth below) as
described in this Section 8. ALLTEL will also provide
technical support for each Training Facility as described in
this Section 8. The testing to be performed is to verify that
each PC has connectivity to ALLTEL's training databases and
that the ALLTEL Software and ALLTEL-Provided Third Party
Software is properly configured. The Services described in
this section to be performed by ALLTEL shall be referred to as
the "Training Deployment Services".
8.1 ALLTEL RESPONSIBILITIES.
(a) SOFTWARE. ALLTEL will install, configure and
test the following ALLTEL Software, or
ALLTEL Provided Third Party Software on
Client PCs: ASAP, CCS, MIROR, CAMS, RVS,
E91, TARP & Frontware, and CABS. ALLTEL will
also load its training image which consists
of NT 4.0 SP5, Glink v6.16, EDM v4.0,
Hummingbird v6.2, and Oracle client v8.05.
(b) FORMS. ALLTEL will develop the following
forms:
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(i) SOFTWARE COMPLETION FORM. ALLTEL
will develop a Software Completion
Form that will serve as a checklist
of criteria to verify proper
configuration and operation of the
PCs for correct communications with
the ALLTEL network for training.
The content may include, but is not
limited to the following:
- Workstation setup procedures;
- Workstations able to connect
to the server; and
- Workstation boot up process
with no error messages.
(ii) WEEKLY STATUS REPORTS. ALLTEL will
prepare a weekly status report for
Client's Project Manager describing
work completed, work in progress,
and any critical issues pertaining
to the deployment project's
completion.
(iii) FINAL STATUS REPORT. ALLTEL will
provide a Final Status Report
outlining ALLTEL's activities and
describing the status of tasks
associated with the deployment
project. Significant
accomplishments and problems will
be identified. The Final Status
Report may also include the
following:
- All workstations communicating
to the ALLTEL network;
- Software application
deployment is operational;
- Detailed documentation
delivered;
- 3270 access to IBM Host;
- Project change control
summary; and
- Problems, concerns, and
recommendations.
(c) On-Site Support. An ALLTEL LAN/Desktop
Support staff person will be on-site for
each initial training class at each
different Training Facility for two (2) Days
of ALLTEL Software training. An ALLTEL
LAN/Desktop Support staff person will be
on-site for each subsequent class at each
different Training Facility one (1)-day
prior to the start of class and the first
day of ALLTEL Software training.
8.2 TRAINING FACILITIES. ALLTEL will provide the Training
Deployment Services at the following "Training Facilities".
- Technology Training Center, 0000 Xxxxxxxx Xx.,
Xxxxxxxx, XX;
- N New Mexico Community College, 0000 X. Xxxxx Xx.
Xxxxxxxx, XX;
- Texarkana College, 0000 X Xxxxxxxx Xx., Xxxxxxxxx,
XX; Client Corporate headquarters in Irving, TX;
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- Tulsa Tech Center, 0000 X Xxxxxxxx Xx., Xxxxx, XX;
- Broken Arrow Assignment Center, 0000 X. Xxxxx Xxxxxx,
Xxxxxx Xxxxx, XX;
- Dallas, Texas (ALLTEL site), 0000 XXX Xxx Xxxxx 0000,
Xxxxxx, XX; and
- Woltcom - TBD.
8.3 CLIENT RESPONSIBILITIES.
(a) PC. Client will provide all PCs (including monitors)
as indicated:
- Client HQ in Irving, HQ: 15 Compaq PIII
450-500MHZ, 64MB Xxx, XX-XXX, 00/000xxx,
00"xxxxxxx
- Xxxxxxxxx: 64 Compaq PIII 450-500MHz, 64MB
Ram, CD-ROM, 10/100nic, 17"monitor
- Carlsbad: 64 Generic PIII 450MHz, 64MB Ram,
CD-ROM, 10/100 nic, 17"monitor
- Espanola: 31 Gateway PIII 450MHz, 64MB Xxx,
XX-XXX, 00/000 xxx, 00"xxxxxxx
- Xxxxx Tech Center: 16 HP Vectra PIII 450MHz,
64MB Ram, CD-ROM, 10/100 nic, 17"monitor
- Broken Arrow Assignment Center: 6 Compaq
PIII 450-500 MHz, 64MB Ram, CD-ROM, 10/100
nic, 17"monitor
- Dallas (ALLTEL site):
- Woltcom: To be mutually agreed by the
parties.
(b) All Category 5 patch cables are certified from WAN
termination, Router, Hub and to PC provided and
installed by the Client as indicated on project
schedule.
(c) All ALLTEL Software and ALLTEL-Provided Third Party
Software loaded by ALLTEL will be removed from all
training room PCs and servers at the conclusion of
training. This will be carried out by Client
employees and not handled by contracting staff or
college staff.
(d) Client will be [________] complete the removal of the
ALLTEL Software and ALLTEL-Provided Third Party
Software no later than three (3) Days after training
has concluded at each Training Facility. Within five
(5) Days of the completion of training, Client will
confirm in writing that ALLTEL Software and
ALLTEL-Provided Third Party Software has been removed
from the Training Facilities. The project
coordination for removing ALLTEL Software and
ALLTEL-Provided Third Party Software from training
sites will be coordinated by ALLTEL.
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(e) Client or Client's vendor will have the PCs shipped
and setup at each training site prior to the arrival
of ALLTEL staff as indicated by schedule.
8.4 ASSUMPTIONS. The estimated fees and schedules for the Training
Deployment Services are based on the following assumptions:
(a) ALLTEL is not responsible for infrastructure or PC
equipment and components that are not in place and
functioning prior to ALLTEL's commencement of the
Training Deployment Services.
(b) All connectivity equipment will be installed and
setup in working order prior to the arrival of ALLTEL
resources as indicated on project schedule.
(c) ALLTEL is not responsible for replacement training
PCs if the PCs break.
(d) ALLTEL is not responsible for the original PC image
of the Training Facilities' PCs.
(e) Adequate numbers of ports for training will be
configures for each classroom as describe din
training schedule.
(f) Server shipped by CompuCom will be delivered to
appropriate site on time per schedule as follows:
Irving 5/22/2000
Texarkana 5/15/2000
Carlsbad 5/10/2000
Espanola 5/02/2000
Broken Arrow (Tulsa) 5/30/2000
Dallas (ALLTEL) 4/24/2000
Woltcom server will be available to ALLTEL by 5/2/00.
(g) Servers configured by CompuCom will be configured
correctly and in working order with Windows NT v4.0
with Service Pack 5.
(h) A stand by server will be configured and available to
be shipped for next day delivery by Client or
Client's Vendor if there is a problem with a server.
(i) ALLTEL staff has full administrative rights and
access to all Training Facility servers and PCs.
(j) There will be only one training room setup task for
each Training Facility. There are no breakdown and
re-setup tasks to be performed by ALLTEL.
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(k) PC count includes on trainer for each class.
(l) No printer requirements have been identified. The
Training Facility is responsible for any future
network printer needs.
(m) There is a phone in each training room that provides
ALLTEL access during server and PC setup and
configuration.
(n) Once the server and all PCs at a training sit are
configured and tested, on one will have the
authorization to install software or make any changes
without ALLTEL approval.
(o) All changes to the project will be scheduled and
approved via the Change Management Request process.
(p) If the training schedule changes after 4/27/00,
ALLTEL will reevaluate the number of hours required
to support the training effort."
5. The following new Section 4.6 shall be added to Exhibit E to the
Agreement:
"4.6 TRAINING DEPLOYMENT SERVICES. ALLTEL will provide the Training
Deployment Services described in Section 8 of Exhibit M for
the following rates and charges:
Weekday (non-holiday), 8:00 a.m.-5:00 p.m.: $[*****] per man
hour for project management. Estimated project management man
hours are 600.
Weekday and Weekends (non-holiday), 8:00 a.m.-5:00 p.m.
schedule: $[*****] per hour for ALLTEL Technicians. Estimated
hours are 2,850.
In the event that any of the assumptions set forth in Section
8.4 of Exhibit M is materially incorrect or Client fails to
timely perform any of its responsibilities set forth in
Section 8.3 of Exhibit M, and ALLTEL's performance of the
Training Development Services is negatively impacted as a
result, ALLTEL reserves the right to adjust the project
schedule for the Training Development Services or increase the
rates charged by ALLTEL accordingly.
All travel and related expenditures will be invoiced to Client
as Pass-Through Expense."
6. All capitalized terms not otherwise defined in this second Amendment
shall have the same meaning set forth in the Agreement.
7. Except as herein expressly amended, the Agreement as previously amended
is ratified, confirmed and remains in full force and effect.
8. All references to the Agreement shall mean as such Agreement is amended
hereby and as may in the future be amended, restated, supplemented or
modified from time to time.
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9. This Second 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.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the Second Amendment Effective Date by their duly authorized representatives.
ALLTEL INFORMATION SERVICES, VALOR TELECOMMUNICATIONS ENTERPRISES,
INC. LLC
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
_______________________________ _____________________________
Name: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxx
_____________________________ ___________________________
Title: Title: President & CEO
____________________________ ___________________________
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