Exhibit 10.16
MASTER SERVICES AGREEMENT
BY AND BETWEEN
ALLTEL INFORMATION SERVICES, INC.
AND
dba COMMUNICATIONS, LLC
DATED AS OF: DECEMBER 9, 1999
TABLE OF CONTENTS
1. DEFINITIONS............................................................................................ 1
1.1 Definitions................................................................................... 1
1.2 Definition Cross-Reference Index.............................................................. 3
2. SERVICES............................................................................................... 4
2.1 Services...................................................................................... 4
2.2 Exhibits...................................................................................... 5
3. FEES AND PAYMENT ARRANGEMENTS.......................................................................... 5
3.1 Service Fees.................................................................................. 5
3.2 Payments by Client............................................................................ 5
(a) Invoicing and Payment Requirements................................................... 5
(b) Past Due Amounts..................................................................... 6
4. TERM................................................................................................... 7
5. PREMISES AND SECURITY.................................................................................. 7
5.1 Premises for Data Processing.................................................................. 7
5.2 Local Offices................................................................................. 7
5.3 Security Standards............................................................................ 7
6. CLIENT RESOURCES....................................................................................... 8
6.1 Client Resources.............................................................................. 8
6.2 Required Consents............................................................................. 8
(a) Cooperation.......................................................................... 8
(b) Costs................................................................................ 8
7. HARDWARE, TECHNICAL SYSTEMS, SUPPLIES, AND POSTAGE..................................................... 8
7.1 Hardware and Technical Systems................................................................ 8
7.2 Hardware Maintenance and Technical Systems Maintenance........................................ 8
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7.3 Terminals/Workstations/Network Equipment...................................................... 9
7.4 Supplies, Forms and Postage................................................................... 9
8. SOFTWARE............................................................................................... 9
8.1 User Manuals.................................................................................. 9
8.2 Third Party Software and Maintenance.......................................................... 9
(a) Third Party Software................................................................. 9
(b) Third Party Software Maintenance..................................................... 10
8.3 ALLTEL Software............................................................................... 10
8.4 Installation of New Releases, Updates and Enhancements........................................ 10
9. PERSONNEL AND COMMITTEES............................................................................... 12
9.1 ALLTEL Account Manager and ALLTEL Account Team................................................ 12
9.2 Client Project Manager........................................................................ 12
9.3 ALLTEL Variable Staff......................................................................... 12
9.4 Variable Staff Personnel Changes.............................................................. 13
9.6 Effective Planning and Communications......................................................... 14
(a) Open Communication................................................................... 14
(b) Steering Committee................................................................... 14
10. FILES AND PROGRAMS, STORAGE, AND DISASTER RECOVERY..................................................... 14
10.1 Backup........................................................................................ 14
10.2 Data Retention................................................................................ 14
10.3 Disaster Recovery............................................................................. 14
11. MANAGEMENT PROCESS..................................................................................... 14
11.1 Change Management Process..................................................................... 15
11.2 Transition of Certain Access Lines to the Mescalero Indians................................... 15
12. INTELLECTUAL PROPERTY RIGHTS........................................................................... 15
12.1 Modifications to Client-Provided Third Party Software......................................... 15
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12.2 Ownership of ALLTEL Software.................................................................. 16
12.3 Modifications to ALLTEL Software.............................................................. 16
13. AUDITS................................................................................................. 17
13.1 Client's Audits............................................................................... 17
13.2 Excluded Materials............................................................................ 17
14. DISPUTE RESOLUTION..................................................................................... 17
14.1 Dispute Resolution Procedures................................................................. 18
14.2 Claims Procedures............................................................................. 18
14.3 Escalation Procedures......................................................................... 18
14.4 Arbitration Procedures........................................................................ 20
14.5 Claim Expiration.............................................................................. 21
14.6 Continuation of Services...................................................................... 21
15. LIMITATION OF LIABILITY................................................................................ 22
16. INDEMNIFICATION........................................................................................ 22
16.1 Personal Injury and Property Damage........................................................... 22
16.2 Infringement of ALLTEL Software or ALLTEL-Provided Third Party Software....................... 22
16.3 Infringements of Client-Provided Third Party Software or Client Resources..................... 23
16.4 Dispute Resolution............................................................................ 24
17. FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS, AND ERROR CORRECTION........................... 24
17.1 Force Majeure................................................................................. 24
17.2 Time of Performance and Increased Costs....................................................... 25
17.3 Error Correction.............................................................................. 25
18. NOTICES................................................................................................ 26
18.1 Notices....................................................................................... 26
18.2 Change of Address............................................................................. 26
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19. TERMINATION............................................................................................ 26
19.1 Termination................................................................................... 26
19.2 Termination Upon ALLTEL's Material Breach..................................................... 27
19.3 Termination Upon Client's Material Breach..................................................... 29
19.4 Termination of Certain Services............................................................... 31
19.5 Termination for Convenience by Client......................................................... 31
19.6 Operations During the Termination Period...................................................... 32
19.7 Transitional Cooperation...................................................................... 33
(a) Offer of Employment.................................................................. 33
(b) Transition........................................................................... 33
(c) Return of Material................................................................... 33
(d) Equipment............................................................................ 34
19.8 Survival Upon Expiration or Termination....................................................... 34
20. CONFIDENTIALITY........................................................................................ 35
20.1 Confidentiality Obligation............................................................................. 35
20.2 GTE Confidentiality Agreement................................................................. 36
20.3 Independent Development....................................................................... 36
20.4 Confidentiality of this Agreement; Protective Arrangements.................................... 36
21. OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS........................................................ 37
21.1 Licenses and Permits and Compliance with Laws................................................. 37
(a) Licenses and Permits................................................................. 37
(b) Compliance with Laws................................................................. 37
21.2 No Interference with Contractual Relationship................................................. 37
21.3 Covenant of Good Faith........................................................................ 37
21.4 Authorization and Effect...................................................................... 37
21.5 Business Practices............................................................................ 38
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21.6 ALLTEL Software and ALLTEL-Provided Third Party Software...................................... 38
21.7 Professional and Workmanlike.................................................................. 39
21.8 Year 2000 Compliant........................................................................... 39
21.9 No Additional Representations or Warranties................................................... 40
22. MISCELLANEOUS.......................................................................................... 40
22.1 Independent Contractor........................................................................ 40
(a) Client Supervisor Powers............................................................. 40
(b) ALLTEL's Employees................................................................... 40
(c) Relationship......................................................................... 40
22.2 Assignment.................................................................................... 40
22.3 Severability.................................................................................. 41
22.4 Third Party Beneficiaries..................................................................... 41
22.5 Governing Law; Forum Selection; Consent of Jurisdiction....................................... 41
22.6 Executed in Counterparts...................................................................... 42
22.7 Construction.................................................................................. 42
22.8 Entire Agreement.............................................................................. 42
22.9 Amendments and Waivers........................................................................ 42
22.10 Remedies Cumulative........................................................................... 42
22.11 Press Releases................................................................................ 43
22.12 Taxes......................................................................................... 43
22.13 Mergers and Acquisitions...................................................................... 43
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EXHIBITS
Exhibit A Managed Operations Services
Exhibit B Managed Network Services
Exhibit C Output Processing Services
Exhibit D Call Center Services
Exhibit E Service Fees
Exhibit F Service Level Measurements
Exhibit G Client-Provided Third Party Software
Exhibit H ALLTEL Software
Exhibit I ALLTEL-Provided Third Party Software
Exhibit J Variable Staff
Exhibit K Disaster Recovery Provisions
Exhibit L Conversion Services
Exhibit M Training Services
Exhibit N Confidentiality Agreement
Exhibit O GTE Confidentiality Agreement
Exhibit P Termination of Certain Services
a
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 is a Master Services Agreement (the "Agreement"), dated as of the
9th day of December, 1999 ("Effective Date"), by and between ALLTEL INFORMATION
SERVICES, INC. an Arkansas corporation whose principal place of business is
located at 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("ALLTEL") and
dba COMMUNICATIONS, LLC, a Delaware limited liability company, whose principal
place of business is located at 0000 00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx,
X.X. 00000 (the "Client").
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS.
1.1 DEFINITIONS. As used in this Agreement:
(a) "Access Lines" shall mean the access lines in New
Mexico, Texas and Oklahoma to be acquired by Client
from GTE Southwest Incorporated.
(b) "Affiliate" shall mean with respect to any entity,
any other entity Controlling, Controlled by or under
common Control with such entity. "Control" and its
derivatives shall mean the legal, beneficial, or
equitable ownership, directly or indirectly, of at
least fifty-percent (50%) of the aggregate of all
voting equity interests in an entity or equity
interests having at least fifty-percent (50%) of the
assets of an entity and, in the case of a
partnership, also includes the holding by an entity
(or one of its Affiliates) of the position of sole
general partner.
(c) "ALLTEL-Provided Third Party Software" shall mean any
program, or part of a program which is licensed or
sublicensed to ALLTEL by a third party that has the
right to provide that license or sublicense,
including, without limitation, those programs
described in Exhibit I.
(d) "ALLTEL Software" shall mean any program as described
in Exhibit H, or part of such program as described in
Exhibit H, which is owned by ALLTEL or any ALLTEL
Affiliate, and its related user documentation, and
any related modifications, upgrades or enhancements
to any such program or the related user documentation
prepared by ALLTEL or any ALLTEL Affiliate.
(e) "Client-Provided Third Party Software" shall mean any
program, or part of a program which is licensed or
sublicensed to Client by a Third Party that has the
right to provide that license or sublicense,
including, without limitation, those programs
described in Exhibit G.
(f) "Client Resources" shall mean those assets, services,
personnel, decisions and rights, if any, provided,
leased, contracted for, licensed, or owned by Client,
including Client-Provided Third Party Software, if
any, to be made available at no charge to ALLTEL by
Client to enable ALLTEL to provide the Services and
described as a Client Resource in this Agreement.
(g) "Days" shall mean calendar days, unless otherwise
specified.
(h) "Expiration Date" shall mean the earliest of (i) the
later to occur of sixty (60) months following the
Managed Operations Commencement Date or the date to
which this Agreement is extended in accordance with
Section 4, or (ii) the date this Agreement is
terminated in accordance with Section 19.
(i) "GTE Agreements" shall mean collectively the Asset
Purchase Agreements by and between dba NEW MEXICO
OPERATING CO., LLC and GTE SOUTHWEST INCORPORATED
dated September 3, 1999; by and between dba TEXAS
OPERATING CO., LP and GTE SOUTHWEST INCORPORATED
dated September 3, 1999; and by and between dba
OKLAHOMA OPERATING CO., LLC and GTE SOUTHWEST
INCORPORATED dated October 22, 1999._
(h) "Managed Operations Commencement Date" shall mean the
date on which ALLTEL first processes in a production
environment any of Client's Access Lines.
(i) "Operation Year 1" shall mean the twelve (12) month
period beginning on the Managed Operations
Commencement Date.
(j) "Operation Year 2" shall mean the twelve (12) month
period beginning on the Day following the end of
Operation Year 1.
(k) "Operation Year 3" shall mean the twelve (12) month
period beginning on the Day following the end of
Operation Year 2.
(l) "Operation Year 4" shall mean the twelve (12) month
period beginning on the Day following the end of
Operation Year 3.
(m) "Operation Year 5" shall mean the period beginning on
the Day following the end of Operation Year 4 and
ending on the Expiration Date, unless otherwise
agreed to by the parties.
(n) "Pass-Through Expenses" shall mean those designated
costs or expenses under this Agreement incurred by
ALLTEL that shall be passed through to Client by
ALLTEL without xxxx up.
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(o) "Required Consents" shall mean the consents required
(if any) to enable ALLTEL to use any Client
Resources.
(p) "WAN" shall mean the wide area network, hardware,
software and other resources used to provide the
Managed Network Services described in Exhibit B.
1.2 DEFINITION CROSS-REFERENCE INDEX. As used in this Agreement,
the following terms are defined in the following sections of
the Agreement:
TERM SECTION
---- -------
Access Line Charge 2.1 of Exhibit E
Affected Performance 17.1
Agreement Preamble
ALLTEL Preamble
ALLTEL Damages 19.3
ALLTEL Termination Election Date 19.3
ALLTEL Work 12.3
Application Support and Development Exhibit J
Assignment 22.2
Call Center Services 2.1
Call Center Staff Exhibit D
Capitalized Conversion Fees Exhibit E
Change Management Process 11
Change Order 11
Client Preamble
Client Damages 19.2
Client Project Manager 9.2
Client Termination Election Date 19.2/19.4
Client Work 12.1
Confidentiality Agreement 20.1
Conversion Completion Date Exhibit L
Conversion Services 2.1
Continuation Services Exhibit L
Courts 22.5
Disaster Recovery Services 2.1
Early Termination Notice 19.5
Enhancements Exhibit J
Effective Date Preamble
Escalation Procedures 14.3
GTE Confidentiality Agreement 20.2
Interest Rate 3.2(b)
Local Offices 5.2
Managed Network Services 2.1
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Managed Operations Services 2.1
Output Processing Services 2.1
Press Release 22.11
Proprietary Information 20.1
Service Level Measurements Exhibit F
Services 2.1
Service Fees 3.1
Software Development and Methodology Process Exhibit J
Table Administration Exhibit J
Term 4
Termination Completion Date 19.5
Termination Election Date 19.2(a)
Training Services 2.1
Variable Staff 9.3
2. SERVICES.
2.1 SERVICES. This Agreement among other things sets forth the
terms and conditions for the provision by ALLTEL to Client of
various services, during the Term hereof, comprised of the
"Managed Operations Services" as described in Exhibit A, the
"Managed Network Services" described in Exhibit B, the "Output
Processing Services" described in Exhibit C, the "Call Center
Services" described in Exhibit D, Application Support and
Development and Table Administration provided by the Variable
Staff as described in Exhibit J, the "Conversion Services"
described in Exhibit L, the "Disaster Recovery Services"
described in Exhibit K and the "Training Services" described
in Exhibit M (individually and collectively the "Services").
ALLTEL shall provide the Services in a commercially reasonable
manner and in accordance with the Service Level Measurements
and other standards set forth in the Agreement including its
Exhibits. Client is a start-up business with little
infrastructure as of the Effective Date. Therefore, the
parties recognize the need for a high degree of cooperation to
be successful, and need to work together to overcome
unanticipated and unexpected problems. The core of the
Services solution will be the ALLTEL Software. The Client's
business plan forecasts rapid customer growth which will have
a significant effect on Client's business requirements.
Although ALLTEL will implement the ALLTEL Software with
minimal enhancements, the parties shall cooperate to enhance
the functionality of the systems, through use of the Variable
Staff, to address unanticipated business needs and provide
enhanced functionality as the Client's customer base grows.
ALLTEL will provide the Services on its own and/or through one
or more ALLTEL Affiliates and/or subcontractors, provided that
any subcontractors shall be approved in advance by Client and
that ALLTEL remains responsible for assuring any
subcontractors perform in accordance with this Agreement.
Except for the Training Services described in Exhibit M, the
Call Center Services described in Exhibit D, and the Services
described in Exhibit P, ALLTEL shall be the sole and exclusive
provider
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of the Services to Client with respect to the Access Lines.
Client agrees to notify ALLTEL of new opportunities to provide
similar or related wireline information technology Services to
Client, including, without limitation, providing new
outsourcing services, and to allow ALLTEL to bid on such
opportunities. Client also agrees to notify ALLTEL of
opportunities to provide other telecommunication information
technology services that are materially different from the
Services (such as wireless and CLEC services) which are within
ALLTEL's expertise and to allow ALLTEL to bid on such
services. In neither event shall Client be required to select
ALLTEL's bid or shall ALLTEL be required to bid. If ALLTEL is
selected to provide additional services, the services shall be
included within the scope of this Agreement, by written
amendment, or in a separate agreement. Client acknowledges
that ALLTEL cannot provide the Services without the active
participation and involvement of Client, and in some cases,
without Client first completing certain pre-requisite
activities, such as providing the Local Offices in accordance
with Section 5.2 hereof and satisfying its responsibilities
with regard to the provision of Client Resources. To the
extent such participation and involvement is not specifically
described in this Agreement, ALLTEL shall be responsible for
timely notifying Client of any required support.
2.2 EXHIBITS. Exhibits A-P form a part of this Agreement and
"Agreement" shall mean both this Master Services Agreement and
its Exhibits. The Service-specific terms, conditions,
responsibilities and delivery schedules set forth in the
Exhibits shall govern the provision of the relevant Service.
Any new terms, conditions, responsibilities or delivery
schedules which may be specifically applicable to any
particular Service, as they are negotiated through the course
of business, shall be set forth in writing and executed by the
parties and added to this Agreement as a Change Order or
amendment. Such action shall not constitute a modification or
change of any provision of this Agreement or of any other
provision of any other Exhibit, unless expressly stated in
such written amendment. Unless otherwise agreed to by the
parties hereunder, the Services to be rendered by ALLTEL to
Client are limited to those Services which are described in
this Agreement and the Exhibits.
3. FEES AND PAYMENT ARRANGEMENTS.
3.1 SERVICE FEES. In consideration for the Service Fees set forth
in Exhibit E, ALLTEL, shall provide to Client the Services and
tangible property and intangible intellectual property used to
provide the Services under this Agreement.
3.2 PAYMENTS BY CLIENT.
(a) INVOICING AND PAYMENT REQUIREMENTS.For those Service
Fees under this Agreement that are payable in
accordance with this Section, ALLTEL shall invoice
Client as provided in Exhibit E for such Service
Fees, as well
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as for any known Pass-Through Expenses and any other
applicable charges set forth in this Agreement. In
accordance with Section 3.2(a), Client shall pay
ALLTEL the invoiced amount in full within thirty (30)
Days of the date of the invoice but in no event
earlier than fourteen (14) Days from Client's receipt
of invoice. All payments under this Section shall be
made by Client to ALLTEL by check or wire transfer of
immediately available funds to an account or accounts
designated by ALLTEL. In the event that the due date
is not a Day upon which banks are open in the United
States, then the due date of payment shall be the
immediately following date upon which banks are open
in the United States.
(b) PAST DUE AMOUNTS.Any amount not received by the
thirtieth (30th) Day after the date that the payment
was due, shall be subject to interest on the balance
overdue at a rate equal to the lesser of: (i) the
prime rate plus two percent per annum as announced
from time to time by the Bank of America (Little
Rock, Arkansas main office) or its successor or (ii)
the highest rate permitted by law, (the "Interest
Rate") in each case, for the number of Days from the
payment due date up to and including the date payment
is actually made by Client (calculated on the basis
of the actual Days in the applicable calendar year).
Should Client reasonably and in good faith dispute
all or any portion of the amount due on any invoice
or require any adjustment to an invoiced amount,
Client shall notify ALLTEL in writing, prior to the
due date of that invoice, of the nature and basis of
the dispute and/or adjustment as soon as possible
using the dispute resolution procedures set forth in
Section 14 of this Agreement. The parties each shall
use their reasonable best efforts to resolve the
dispute prior to the payment due date. If the
parties, however, are unable to resolve the dispute
prior to the payment due date, Client shall pay the
disputed amount (in an amount not to exceed two times
the monthly Service Fees for Managed Operations for
the month of the dispute) into an interest-bearing
escrow account with a mutually agreeable independent
financial institution pending resolution of the
dispute. Regardless of which party prevails in the
dispute, Client and ALLTEL shall each pay one-half of
the cost of the escrow account. Upon resolution of
such dispute, any portion of the disputed amount
determined to have been payable to ALLTEL, together
with accrued interest thereon, shall be disbursed to
ALLTEL and all remaining amounts, together with
accrued interest thereon, shall be disbursed to
Client. Client shall pay disputed amounts to the
extent they exceed two times the monthly Service Fees
for Managed Operations for the month of the dispute
to ALLTEL by the due date. If it is ultimately
determined that such amount should not have been paid
by Client to ALLTEL, ALLTEL shall credit this amount,
plus interest at the Interest Rate through the due
date of the Client's next invoice, in accordance with
Section 14.1 of this Agreement on Client's next
invoice.
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4. TERM. The term of this Agreement shall begin on the Effective Date and
end on the Expiration Date (the "Term"). At least nine (9) months prior
to the Expiration Date, ALLTEL may submit to Client a written proposal
for renewal of this Agreement for an additional term as specified in
such proposal. Client shall respond to such proposal within three (3)
months following receipt thereof.
5. PREMISES AND SECURITY.
5.1 PREMISES FOR DATA PROCESSING. With the exception of the
services to be performed by the ALLTEL Account Manager and any
Variable Staff working on-site at Client's facility in
accordance with this Section, ALLTEL shall perform the
Services identified in this Agreement at facilities owned by
ALLTEL or an ALLTEL Affiliate. Client recognizes that Disaster
Recovery Services as described in Exhibit K may be provided by
a third party, if deemed appropriate by ALLTEL.
5.2 LOCAL OFFICES. On the Effective Date, Client shall provide
ALLTEL, without any charge or cost, with adequate premises, in
good repair, at Client's headquarters facility, to perform the
Services under this Agreement (the "Local Offices"). Without
limiting the generality of the foregoing, Client agrees to
provide the ALLTEL Account Manager and other employees of
ALLTEL providing Services to Client, including, but not
limited to, any Variable Staff working on-site at the Local
Offices with premises, services and office equipment under the
same conditions as provided to employees of Client. ALLTEL
will provide Client with reasonable advance notice of its
space and other needs at the Local Offices. The ALLTEL Account
Manager shall be provided with a private office. ALLTEL will
use the Local Offices solely in connection with the Services
to Client. ALLTEL is not responsible for any injury or damage
to property or persons which occurs in or around the Local
Offices unless it is caused by the negligent or intentional
acts of ALLTEL. Client will provide telephone instruments and
telephone service, including, without limitation, long
distance for ALLTEL, without any charge or cost, to operate
the Local Offices and provide the Services hereunder to
Client. In the event Client desires to move the Local Offices
after the Effective Date, whether such move is internal within
Client or external, Client shall provide ALLTEL notice of such
move as soon as reasonably practicable and Client shall
reimburse ALLTEL for any cost incurred by ALLTEL resulting
from such move.
5.3 SECURITY STANDARDS. Client agrees to provide ALLTEL with a
copy of its safety, security, and facilities polices that are
applicable to all of its employees in the Local Offices, and
ALLTEL agrees to abide by such communicated policies. Client
will reimburse ALLTEL for its actual costs incurred as a
Pass-Through Expense if adherence to such policies requested
or required by Client increases ALLTEL's costs of operation.
6. CLIENT RESOURCES.
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6.1 CLIENT RESOURCES. Client acknowledges that certain Client
Resources will be required in order for ALLTEL to provide the
Services. During the Term, Client will provide at no charge to
ALLTEL the Client Resources specified in this Agreement for
ALLTEL's use in providing the Services.
6.2 REQUIRED CONSENTS.
(a) COOPERATION. Client shall be required to obtain all
Required Consents. Upon Client's request, ALLTEL
shall assist Client in obtaining the Required
Consents. Once each such Required Consent has been
obtained, Client shall provide a copy of it to
ALLTEL. Until such time as the Required Consent has
been obtained by Client, any right to use the
affected Client Resource shall not be deemed to have
been transferred to ALLTEL, and the parties shall
cooperate with each other in achieving a reasonable
alternative arrangement for the use of the affected
Client Resources.
(b) COSTS. Any cost incurred by ALLTEL at Client's
request in obtaining a Required Consent shall be
separately charged by ALLTEL to Client as a
Pass-Through Expense.
7. HARDWARE, TECHNICAL SYSTEMS, SUPPLIES, AND POSTAGE.
7.1 HARDWARE AND TECHNICAL SYSTEMS. As part of the Services,
ALLTEL shall provide the hardware, technical systems
(non-application software products and tools) and related
equipment specified as being provided by ALLTEL in the
Exhibits in order to perform the defined Services. During the
Term and subject to Section 19.5(d) hereof, ALLTEL shall own
all of such hardware and equipment, and hold the licenses
and/or leases for all such technical systems.
7.2 HARDWARE MAINTENANCE AND TECHNICAL SYSTEMS MAINTENANCE. ALLTEL
will provide as part of the Service Fees all third party
hardware maintenance and technical systems maintenance for the
hardware, technical systems and related equipment specified in
the Exhibits as being provided by ALLTEL.
7.3 TERMINALS/WORKSTATIONS/NETWORK EQUIPMENT. Except as otherwise
specified in the Exhibits, Client will (as a Client Resource)
procure and pay all costs, including, without limitation, all
hardware maintenance fees and software license and maintenance
fees, of purchasing, leasing, installing, utilizing and owning
personal computers, (terminals, workstations, LAN software and
equipment and WAN equipment not specified as an ALLTEL
responsibility under Exhibit B) used by Client's personnel.
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7.4 SUPPLIES, FORMS AND POSTAGE. ALLTEL will provide, as part of
the Service Fees, magnetic tapes, tape cartridges, impact
printer ribbons, xxxx stock, envelopes, and an initial supply
of certain internal forms required to perform the Services
during the Term of this Agreement. Client agrees to reimburse
ALLTEL on a Pass-Through Expense basis for any costs incurred
by ALLTEL for postage necessary to perform the Services.
Client will provide, at no cost to ALLTEL, inserts and any
special forms necessary for ALLTEL to meet the processing
requirements of Client, as well as adequate transportation and
storage therefor, including boxes and other packing materials
required for the transportation of those inserts and special
forms to ALLTEL's processing facility.
8. SOFTWARE.
8.1 USER MANUALS. ALLTEL will deliver or cause to be delivered to
Client one copy of the ALLTEL Software user manuals within
thirty (30) days after execution of this Agreement. All of
such manuals shall be provided in the English language. ALLTEL
consents to the reproduction of such ALLTEL Software user
manuals by Client in accordance with this Agreement. Client
may order additional copies of the ALLTEL Software user
manuals at a price of US$100.00 per set. ALLTEL agrees to
provide Client with one (1) copy of the user manuals for
ALLTEL-Provided Third Party Software and additional copies as
permitted under the applicable license agreements.
8.2 THIRD PARTY SOFTWARE AND MAINTENANCE.
(a) THIRD PARTY SOFTWARE. Exhibit G sets forth a list of
all Client-Provided Third Party Software, and Exhibit
I sets forth a list of all ALLTEL-Provided Third
Party Software as of the Effective Date that are
included within the Service Fees. ALLTEL will use all
Client-Provided Third Party Software for the
exclusive use by ALLTEL in connection with the
Services to Client. Additional use of Client-Provided
Third Party Software by ALLTEL shall require the
prior written consent of Client. For any
Client-Provided Third Party Software that is not
listed on Exhibit G, ALLTEL reserves the right in
advance of any processing or use of any
Client-Provided Third Party Software to assure
compatibility with equipment and consistency with
other processing requirements, techniques, and
standards. If any use of such Client-Provided Third
Party Software increases or decreases ALLTEL's
operating costs, ALLTEL will so advise Client, and
both Client and ALLTEL will negotiate to agree upon
the appropriate changes to the Service Fees. Client
will procure all consents and pay any expenses
necessary to allow ALLTEL to use any Client-Provided
Third Party Software. ALLTEL will procure all
consents and pay any expenses necessary to allow
ALLTEL to use any ALLTEL-Provided Third Party
Software. If a defect occurs in the Client-Provided
Third Party Software or if such Client-Provided Third
Party Software does
9
not function in accordance with its specifications
during the Term of the Agreement, ALLTEL and Client
shall cooperate fully with each other to cause such
third party to correct promptly such defect to the
extent required under the applicable agreement. To
the extent that any Client-Provided Third Party
Software or necessary part thereof is not made
available to ALLTEL or if a defect in any
Client-Provided Third Party Software or necessary
part thereof inhibits ALLTEL's provision of the
Services, and despite ALLTEL's reasonable efforts to
avoid and minimize such occurrence, ALLTEL shall be
excused from providing such Services until at least
the Client-Provided Third Party Software is made
available or the defect remedied plus a reasonable
time thereafter. ALLTEL agrees to use its reasonable
best efforts to propose interim "work around"
solutions and to contact and negotiate with such
third party software vendors in an effort to
accomplish the prompt elimination of any problems,
and Client agrees to reimburse ALLTEL on a
Pass-Through Expense basis for any costs incurred by
ALLTEL outside of the Variable Staff in providing
such interim "work around" solutions. Notwithstanding
the foregoing, ALLTEL shall be responsible for any
defects or availability issues with respect to all
ALLTEL Software or ALLTEL-Provided Third Party
Software.
(b) THIRD PARTY SOFTWARE MAINTENANCE. During the Term,
Client will provide and pay for all Third Party
Software maintenance for the Client-Provided Third
Party Software listed in Exhibit G. During the Term,
ALLTEL will provide as part of the Service Fees all
third party software maintenance for the
ALLTEL-Provided Third Party Software listed in
Exhibit I.
8.3 ALLTEL SOFTWARE. Exhibit H sets forth the list of all ALLTEL
Software that is used by ALLTEL to provide the Services and
included within the Service Fees.] ALLTEL shall provide Client
with notice of any replacement systems for the ALLTEL Software
which are made generally available to other customers of
ALLTEL. A replacement system refers to a new system developed
or purchased which provides technical and or feature/function
improvements over the system being replaced. At Client's
option, Client may either remain on the ALLTEL Software
through the Term of this Agreement or may convert to the
replacement system, provided that Client pays to ALLTEL
Service Fees for the conversion, training and other services
related to converting to the replacement system. Negotiation
of terms and conditions related to conversion to any
replacement system shall be mutually agreed by the parties
based ALLTEL's current hourly rates as set forth in Section
5.3 of Exhibit E for the work required for the conversion and
shall be managed through the Change Management Process set
forth in Section 11.1.
8.4 INSTALLATION OF NEW RELEASES, UPDATES AND ENHANCEMENTS. All
changes to the ALLTEL Software, including but not limited to
Enhancements, shall be made
10
in accordance with ALLTEL's Software Development Methodology
Process as described in Exhibit J. All changes to the
ALLTEL-Provided Third Party Software being provided to Client,
including the installation of enhancements, updates and new
releases of the ALLTEL-Provided Third Party Software, shall be
made through the Change Management Process set forth in
Section 11.1 and only with the prior approval of Client, which
shall not be unreasonably withheld, provided, however, Client
agrees to provide all necessary approvals in order to ensure
that the version of the ALLTEL-Provided Third Party Software
in production with Client shall not be more than two (2) major
releases behind that version of the ALLTEL-Provided Third
Party Software then generally available to the public. ALLTEL
shall make available to Client all enhancements, updates and
releases to ALLTEL-Provided Third Party Software which ALLTEL
makes available to any other customers of ALLTEL who also use
the ALLTEL-Provided Third Party Software and Client agrees to
cooperate with other customers of ALLTEL who also use the
ALLTEL-Provided Third Party Software so that all such
customers and Client are on the same version of each
application of the ALLTEL-Provided Third Party Software.
Client shall allocate Variable Staff to perform the
Enhancements of the ALLTEL Software if such Enhancements are
the result of Client initiated changes or requests as
described in Exhibit J. Client shall allocate Variable Staff
to install the enhancements, updates and new releases of the
ALLTEL-Provided Third Party Software. If other customers of
ALLTEL also use the same application of the ALLTEL-Provided
Third Party Software, Client's allocation of Variable Staff to
install the enhancements, updates and new releases shall be
limited to the proportion of the necessary technical resources
that the number of Access Lines bears to the total number of
access lines processed by ALLTEL using such ALLTEL-Provided
Third Party Software application.
Similarly, for all Client-Provided Third Party Software,
Client agrees, upon notification by ALLTEL, and unless
mutually agreed otherwise, to take all necessary steps in
order to ensure that the version of the Client-Provided Third
Party Software in production with Client is not more than two
(2) major releases behind the version of the Client-Provided
Third Party Software then generally available to the public.
Client is responsible for the costs of upgrading any
Client-Provided Third Party Software but may allocate Variable
Staff to install such upgrades. Except with respect to the
costs of retrofitting custom code (e.g. client-requested
modifications), if ALLTEL requests a change or modification to
Client-Provided Third Party Software and such change is not
the result of an enhancement, update or new release of the
ALLTEL-Provided Third Party Software or Enhancements of the
ALLTEL Software or of performance issues with the
Client-Provided Third Party Software, then ALLTEL shall be
responsible for the costs associated with such change or
modification to the Client-Provided Third Party Software.
Variable Staff shall be used to retrofit custom code to
accommodate enhancements, updates, and new releases. Client
shall bear any additional cost of retrofitting Client's custom
code to accommodate
11
enhancements, updates, and new releases, including the cost of
additional Variable Staff, if necessary.
9. PERSONNEL AND COMMITTEES.
9.1 ALLTEL ACCOUNT MANAGER. ALLTEL will assign a mutually
agreeable individual (the "ALLTEL Account Manager") who will,
on a full time basis, oversee and manage the Services under
this Agreement. ALLTEL shall notify the Client of the identity
of the initial ALLTEL Account Manager by November 30, 1999.
Prior to assigning an individual as ALLTEL Account Manager,
whether as an initial assignment or a replacement, ALLTEL
shall notify Client of the proposed assignment, provide Client
with a resume of the proposed ALLTEL Account Manager, give
Client an opportunity to interview such proposed ALLTEL
Account Manager, and use its reasonable and good faith efforts
to provide the individual reasonably requested by Client. If
Client reasonably and in good faith objects to the proposed
assignment, ALLTEL will not assign the individual to that
position and will propose to Client the assignment of another
individual of like skill and similar experience.
9.2 CLIENT PROJECT MANAGER. Client will assign an individual (the
"Client Project Manager") who will serve as Client's primary
point of contact for all communications with ALLTEL with
respect to this Agreement. Client shall notify ALLTEL of the
identity of the initial Client Project Manager by November 30,
1999. Prior to the selection of any replacement Client Project
Manager, Client shall give notice to ALLTEL of such selection
or change, will provide ALLTEL a resume of the proposed Client
Project Manager and shall give ALLTEL an opportunity to
interview such proposed Client Project Manager.
Notwithstanding, the selection of any replacement Client
Project Manager shall be at Client's sole discretion.
9.3 ALLTEL VARIABLE STAFF. ALLTEL will provide the staffing level
of development and analyst personnel set forth in Exhibit J,
whose primary responsibilities will be to provide
discretionary programming and business analyst services to
Client (the "Variable Staff"); these services are described
more fully in Exhibit J. Subject to a reasonable time for
replacements in the event of resignations or terminations,
ALLTEL will maintain such staffing levels of the Variable
Staff throughout the Term of this Agreement. Client shall have
the right to establish all programming and project priorities
of the Variable Staff. Changes in priorities, which require
reassignment of the Variable Staff to other responsibilities
or any decrease in the number of the Variable Staff, may
result in an enlargement of ALLTEL's time to complete certain
tasks hereunder. ALLTEL has the right to transfer or terminate
any employee of ALLTEL that is a member of the Variable Staff,
provided that: (i) ALLTEL effects transfers of Variable Staff
in a manner which will not have a material adverse effect on
Client's ongoing business; (ii) ALLTEL gives Client notice of
the transfer of any Variable Staff
12
prior to transfer and notice of the termination of any
Variable Staff as soon as practicable following termination if
the transfer or termination of such Variable Staff is
reasonably expected to have an effect on Client's business;
(iii) ALLTEL includes within such notice an explanation of the
training and experience level of the individual(s) proposed to
replace such transferred or terminated Variable Staff; (iv)
replacement Variable Staff have abilities and qualifications
comparable to the transferred or terminated Variable Staff;
(v) if the Variable Staff is being transferred, the
replacement Variable Staff commences work within a time so as
to permit ALLTEL to meet ALLTEL's commitments to Client for
price and delivery dates; and (vi) if the Variable Staff
resigns or is terminated, the replacement Variable Staff
commences work on the Variable Staff within a reasonable time
and in no event later than thirty (30) Days after the
terminated employee leaves the Variable Staff. If Client
requests that a member of the Variable Staff be replaced due
to lack of performance or if Client reasonably and in good
faith determines that the continued assignment by ALLTEL of
any member of the Variable Staff to perform Services under
this Agreement is adversely affecting the interests of Client,
then ALLTEL shall replace such member of the Variable Staff
with a person of like skill and similar experience.
9.4 VARIABLE STAFF CHANGES. At any time during the Term and upon
Client's request, ALLTEL will use its reasonable best efforts
to provide increases or decreases, but not below the stated
minimum, to the Variable Staff, on either a short or long term
basis. Client acknowledges that increases to Variable Staff
may not be available at the time of Client's request and both
parties agree to cooperate to effect the increase as soon as
practicable. For short term (less than one (1) year) changes,
ALLTEL will provide a proposal to Client identifying the
change that such request will have on the scope and quality of
the Services, as well as the applicable hourly rate(s) (plus
expenses) for such personnel. For long term (one (1) year or
more) changes, ALLTEL will provide a proposal to Client
identifying the change that such request will have on the
scope and quality of the Services, as well as the applicable
increase or decrease to the Service Fees. Upon request from
Client, ALLTEL will use its reasonable best efforts to provide
dedicated Variable Staff on-site at the Local Offices or at
the Client's call center facilities. ALLTEL will provide
Client with a proposal identifying any Pass-Through Expenses
associated with the dedication of Variable Staff at Client's
location. Client acknowledges that it generally takes ninety
(90) Days for ALLTEL to provide a long-term (more than one (1)
year) increase to the Variable Staff or to provide dedicated
Variable Staff on-site at the Local Offices and ALLTEL agrees
to use its reasonable and good faith efforts to provide the
increase in accordance with Client's requested schedule.
Client may request increases to the Variable Staff in order to
redirect their priorities or to ask ALLTEL to undertake out of
scope of Services under this Agreement. In the case of either
an increase or decrease in the Variable Staff or dedication of
Variable Staff at the Local Offices or Client's call center
facilities, each party agrees to negotiate an
13
appropriate amendment to this Agreement setting forth all
relevant personnel, price and Service changes.
9.6 EFFECTIVE PLANNING AND COMMUNICATIONS.
(a) OPEN COMMUNICATION. ALLTEL and Client agree that
effective planning and communication are necessary to
provide overall direction for the Services identified
in this Agreement, and that each will work to promote
a free and open exchange of information between
ALLTEL personnel, Client senior management, and
Client user departments.
(b) STEERING COMMITTEE. Client shall establish an
executive steering committee to oversee the Services
performed under this Agreement (the "Executive
Steering Committee"), which shall be comprised of the
ALLTEL Account Manager and a sufficient number of
Client's senior management to represent effectively
the major user functions or departments of Client
that are involved in ALLTEL's performance of the
services. The Executive Steering Committee or its
designees will be responsible for the monitoring of
ALLTEL's performance with regard to the Services
provided in this Agreement and its Exhibits, and the
Committee shall meet monthly, unless a more or less
frequent period of time is agreed to by both parties.
10. FILES AND PROGRAMS, STORAGE, AND DISASTER RECOVERY.
10.1 BACKUP. After such time as ALLTEL receives and operates
Client's data on appropriate media in electronic format,
ALLTEL will provide and maintain reasonable backup files on
appropriate media for such Client data. ALLTEL will also
reasonably backup all programs utilized to process Client's
data in accordance with ALLTEL's production standards. ALLTEL
agrees to provide off-site storage and transportation for all
backup data files and programs produced for Client. If
requested by Client, ALLTEL shall provide Client with a
quarterly listing of the names of data files and programs for
verification of the items in storage.
10.2 DATA RETENTION. At ALLTEL's discretion, ALLTEL shall either
retain billing and customer data records or shall provide
Client with copies of billing and customer data records on a
mutually agreeable schedule and medium so that Client may
retain such records for sufficient time to permit Client to
satisfy its regulatory obligations.
10.3 DISASTER RECOVERY. ALLTEL shall provide Disaster Recovery
Services in accordance with Exhibit K.
11. CHANGE MANAGEMENT PROCESS.
14
11.1 CHANGE MANAGEMENT PROCESS.Either party may, at any time by
written order to the other party, request changes to the
Services pursuant to its rights set forth in this Agreement
("Change Order"). The parties shall negotiate in writing any
Change Order in good faith and such Change Order shall take
effect as mutually agreed to by both parties in writing;
provided, however, ALLTEL shall have the right to refuse to
agree to any Change Order having the effect of terminating one
or more of the Services (except as provided in 11.2 or in
Section 19.4 and 19.5), which ALLTEL believes is technically
not feasible or which would require ALLTEL to provide services
outside of ALLTEL's area of expertise. If any Change Order
results in an increase or decrease in the cost or time
required for ALLTEL's performance of any of the Services, an
equitable adjustment to any or all of the cost, delivery
schedule, or the Service Fees set forth in Exhibit E shall be
negotiated by the parties, and the Agreement and appropriate
Exhibits shall be amended to reflect such approved Change
Order. ALLTEL may, but is not obligated to, begin work on the
Change Order until such time as Client and ALLTEL shall have
reached an equitable adjustment to the cost and delivery
schedule.
11.2 TRANSITION OF CERTAIN ACCESS LINES TO THE MESCALERO INDIANS.
ALLTEL agrees that Client may convert certain of the Access
Lines acquired by the Mescalero Apache Tribe ("Mescalero") to
non-ALLTEL systems as a part of the transition of such lines
to the Mescalero. Nothing herein shall impose any obligation
upon ALLTEL to provide processing or other services to the
Mescalero. Client shall give ALLTEL notice of such transition
in accordance with the Change Management Process described in
Section 11.1. Such notice shall include a description of the
activities required of ALLTEL in connection with such
transition. ALLTEL and Client shall cooperate to affect an
orderly and uninterrupted transition of the access lines to
the Mescalero or the Mescalero's designee. The Change Order
shall not take effect until the parties mutually agree upon
each party's roles and responsibilities and the additional
Service Fees associated with the transition/conversion.
12. INTELLECTUAL PROPERTY RIGHTS.
12.1 MODIFICATIONS TO CLIENT-PROVIDED THIRD PARTY SOFTWARE. Any
writing or work of authorship, regardless of medium, created
or developed by ALLTEL at Client's request in the course of
performing the Services under this Agreement (except for
writings or works of authorship incorporated into or relating
to the ALLTEL Software or ALLTEL-Provided Third Party
Software) including, but not limited to, software, source
code, blueprints, diagrams, flow charts, specifications or
functional descriptions, and specifically including any
modifications, enhancements, interfaces (other than interfaces
to the ALLTEL Software) (individually, a "Client Work") shall
be deemed a "work for hire", and the sole and exclusive
property of Client (except that no such writing or work of
authorship relating to the Client-Provided Third Party
Software shall be a Client
15
Work if the license agreement governing the Third Party
Software prohibits the granting of such right). The term
"Client Work" shall not include the ALLTEL Software, or any
modifications thereto, as well as any writing or work of
authorship, regardless of medium, relating to or evidencing
the ALLTEL Software. To the extent any Client Work is not
deemed a "work for hire" under applicable law, ALLTEL hereby
irrevocably assigns, transfers and conveys to Client all of
its right, title and interest in such Client Work, including
but not limited to, all rights of patent, copyright, trade
secret, know-how and other proprietary and associated rights
in such Client Work. ALLTEL agrees to execute such other
documents or take such other actions as Client may reasonably
request to perfect Client's ownership of any Client Work of
which Client is granted ownership under this Section. Subject
to ALLTEL's obligations to Client under Section 20 hereof, the
parties acknowledge that Client's ownership of any such Client
Work shall not preclude ALLTEL from developing for other
ALLTEL customers any work or works which are the same or
substantially similar to a Client Work or Client Works.
12.2 OWNERSHIP OF ALLTEL SOFTWARE. As of the date hereof, and at
all times hereafter, ALLTEL shall be the sole and exclusive
owner of all right, title, and interest in and to the ALLTEL
Software, including, without limitation, all intellectual
property and other rights with respect to the ALLTEL Software.
The parties acknowledge that this Agreement in no way limits
or restricts ALLTEL and the ALLTEL Affiliates from developing
or marketing on their own or for any third party in the United
States or any other country the ALLTEL Software, as from time
to time constituted (including, but not limited to, any
modification, enhancement, interface, upgrade, change and all
software, source code, blueprints, diagrams, flow charts,
specifications, functional descriptions or training materials
relating thereto) without payment of any compensation to
Client, or any notice to Client.
12.3 MODIFICATIONS TO ALLTEL SOFTWARE. Any writing or work of
authorship, regardless of medium, created or developed by
ALLTEL, Client, or any third party in the course of performing
the Services under this Agreement and relating to the ALLTEL
Software or ALLTEL-Provided Third Party Software including but
not limited to, any software, source code, blueprints,
diagrams, flow charts, specifications or functional
descriptions, and any modifications, enhancements, and
interfaces, (individually an "ALLTEL Work") shall not be
deemed a "work for hire", but shall be owned solely and
exclusively by ALLTEL (except that no such writing or work of
authorship relating to the ALLTEL-Provided Third Party
Software shall be an ALLTEL Work if the license agreement
governing the Third Party Software prohibits the granting of
such right). Subject to the confidentiality provisions of this
Agreement, Client shall have a perpetual royalty-free license
to use any writing or work of authorship created or developed
by Client relating to the ALLTEL Software and owned by ALLTEL
pursuant to this Section. To the extent any ALLTEL Work for
any reason is determined not to be owned by
16
ALLTEL, Client hereby irrevocably assigns, transfers and
conveys to ALLTEL all of Client's right, title, and interest
in such ALLTEL Work, including, but not limited to, all rights
of patent, copyright, trade secret, know-how, and or other
proprietary and associated rights in such ALLTEL Work. Client
agrees to execute such documents and take such other actions
as ALLTEL may reasonably request to perfect ALLTEL's ownership
of any such ALLTEL Work. Client agrees and acknowledges that
ALLTEL and the ALLTEL Affiliates shall have the right to
undertake parallel efforts to develop, market and make
available for itself or any third party, without the consent
of or compensation to Client, any interfaces, modifications,
upgrades, enhancements or changes to the ALLTEL Software or
any ALLTEL-Provided Third Party Software without regard to
whether such interfaces, modifications, upgrades, enhancements
or changes may be the same as, substantially similar to, or
different from ALLTEL Work, as long as such efforts are
performed in accordance with ALLTEL's obligations to Client
under Section 20 hereof.
13. AUDITS.
13.1 CLIENT'S AUDITS. As reasonably requested by Client, ALLTEL
shall cooperate with Client and its internal or external
auditors and regulators for the purpose of Client's regulatory
compliance at Client's facilities. Promptly following any
audit, whether conducted by Client's internal or external
auditors, Client will request that its auditors conduct an
exit conference with ALLTEL and will provide ALLTEL as soon
thereafter as reasonably possible a copy of each report
prepared as a result of such audit examination relating to
data processing whether in draft or final form. In addition,
Client will provide or will instruct its auditors to provide
ALLTEL with a copy of that portion of each written report
containing comments concerning ALLTEL or the Services
performed by ALLTEL pursuant to this Agreement. Client shall
reimburse ALLTEL as a Pass-Through Expense for reasonable
costs incurred by ALLTEL in cooperating with Client in
connection with Client's audit, provided that ALLTEL shall
bear its costs of follow-on investigations resulting from the
audit, of remedying any problems related to ALLTEL's
performance, and of verifying that any problems related to
ALLTEL's performance have been remedied.
13.2 EXCLUDED MATERIALS. Nothing in this Section 13 shall be
construed to require ALLTEL to provide Client with access to
any records of whatever kind which contain information
pertaining to any person or entity other than Client. In the
event that the records contain commingled information relating
to Client and a person or entity other than Client, ALLTEL
shall mask or take other appropriate steps to maintain the
confidentiality of the information relating to such other
person or entity.
14. DISPUTE RESOLUTION.
17
14.1 DISPUTE RESOLUTION PROCEDURES. In the event a dispute arises
between ALLTEL and Client with respect to the terms and
conditions of this Agreement, or any subject matter governed
by this Agreement, other than disputes regarding a party's
compliance with the provisions of Section 20
(Confidentiality), such dispute shall be settled as set forth
in this Section 14. If either party exercises its right to
initiate the dispute resolution procedures under this Section
14, then during such procedure any time periods providing for
termination of the Agreement or curing any material breach
under Section 19 shall be automatically suspended, except with
respect to any termination or breach arising out of Client's
failure to make timely and complete payments to ALLTEL under
this Agreement. Except as is provided in Section 3.2(b) with
respect to disputed funds placed in escrow, at such time as
the dispute is resolved, interest at the Interest Rate for the
period of dispute shall be paid to the party entitled to
receive the disputed monies to compensate for the lapsed time
between the date such disputed amount originally was to have
been paid (or was paid) through the date monies are paid (or
credited) in settlement of the dispute.
14.2 CLAIMS PROCEDURES. If any party shall have any dispute with
respect to the terms and conditions of this Agreement, or any
subject matter referred to in or governed by this Agreement,
that party (through the ALLTEL Account Manager of ALLTEL or
the Client Project Manager of Client, as the case may be)
shall provide written notification to the other party (through
the ALLTEL Account Manager of ALLTEL or the Client Project
Manager of Client, as the case may be) in the form of a claim
identifying the issue or amount disputed and including a
detailed reason for the claim. The party against whom the
claim is made shall respond in writing to the claim within
thirty (30) Days from the date of receipt of the claim
document. The party filing the claim shall have an additional
thirty (30) Days after the receipt of the response either to
accept the resolution offered by the other party or to request
implementation of the procedures set forth in Section 14.3
(the "Escalation Procedures"). Failure to meet the time
limitations set forth in this Section shall result in the
implementation of the Escalation Procedures.
14.3 ESCALATION PROCEDURES.
(a) Each of the parties agrees to negotiate, in good
faith, any claim or dispute that has not been
satisfactorily resolved following the claim
resolution procedures described in Section 14.2. To
this end, each party agrees to escalate any and all
unresolved disputes or claims in accordance with
Section 14.3(b) and (c) before taking further action.
(b) If the negotiations conducted pursuant to Section
14.2 do not lead to resolution of the underlying
dispute or claim to the satisfaction of a party
involved in such negotiations, then either party may
notify the other in writing that she/he desires to
elevate the dispute or claim to the President,
Telecom Division of ALLTEL and Chief Operating
Officer of Client (or
18
her/his designee) for resolution. Upon receipt by the
other party of such written notice, the dispute or
claim shall be so elevated and the President, Telecom
Division, of ALLTEL and the Chief Operating Officer
of Client (or her/his designee) shall negotiate in
good faith and each use reasonable best efforts to
resolve such dispute or claim. The location, format,
duration and conclusion of these elevated discussions
shall be left to the discretion of the
representatives involved. If the discussions
described in this Section 14.3(b) do not result in
resolution of the dispute within ninety (90) days of
commencement of the Escalation Procedures described
in this Section 14.3 (or such other time period as is
mutually agreed to by the parties in writing), the
dispute shall be further elevated as described in
Section 14.3(c). Upon agreement, the representatives
may utilize other alternative dispute resolution
procedures to assist in the negotiations. Discussions
and correspondence among the representatives for
purposes of these negotiations shall be treated as
confidential information developed for purposes of
settlement, exempt from discovery and production,
which shall not be admissible in subsequent
proceedings between the parties. Documents identified
in or provided with such communications, which are
not prepared for purposes of the negotiations, are
not so exempted and may, if otherwise admissible, be
admitted in evidence in such subsequent proceeding.
(c) If the negotiations conducted pursuant to Section
14.3(b) do not lead to resolution of the underlying
dispute or claim to the satisfaction of a party
involved in such negotiations, then either party may
notify the other in writing that she/he desires to
elevate the dispute or claim to the President of
ALLTEL and Chief Executive Officer of Client (or
her/his designee). Upon receipt by the other party of
such written notice, the dispute or claim shall be so
elevated and the President of ALLTEL and the Chief
Executive Officer of Client (or her/his designee)
shall negotiate in good faith and each use its
reasonable best efforts to resolve such dispute or
claim. The location, format, frequency, and
conclusion of these elevated discussions shall be
left to the discretion of the representatives
involved. If the discussions described in this
Section 14.3(c) do not result in resolution of the
dispute within thirty (30) Days of the elevation of
the dispute as described in this Section 14.3(c) (or
other time period as is mutually agreed to in writing
by the parties), the dispute shall be resolved as
provided in Section 14.3. Upon agreement, the
representatives may utilize other alternative dispute
resolution procedures to assist in the negotiations.
Discussions and correspondence among the
representatives for purposes of these negotiations
shall be treated as confidential information
developed for purposes of settlement, exempt from
discovery and production, which shall not be
admissible in any subsequent proceedings between the
parties. Documents identified in or provided with
such communications, which are not prepared for
purposes of the negotiations, are not so exempted and
19
may, if otherwise admissible, be admitted in evidence
in such subsequent proceeding.
14.4 ARBITRATION PROCEDURES. In the event that a claim, controversy
or dispute between the parties with respect to the terms and
conditions of this Agreement, or any subject matter governed
by this Agreement, which is subject to arbitration hereunder
and which has not been resolved by use of the claims
procedures described in Section 14.2 or the Escalation
Procedures described in Section 14.3, either party may, within
thirty (30) Days after the conclusion of the discussions
described in Section 14.3(c), request binding arbitration of
the issue in accordance with the following procedures:
(a) Either party may request arbitration by giving the
other involved party written notice to such effect,
which notice shall describe, in reasonable detail,
the nature of the dispute, controversy or claim. Such
arbitration shall be governed by the Commercial
Arbitration Rules of the American Arbitration
Association ("AAA") 000 Xxxxxxxxxxxx Xxxxxx, X.X.,
Xxxxx 000, Xxxxxxxxxx, X.X. 00000, as amended by this
Agreement and conducted in English.
(b) Upon either party's request for arbitration, an
arbitrator shall be selected by mutual agreement of
the parties to hear the dispute in accordance with
AAA rules. If the parties are unable to agree upon an
arbitrator, then either party may request that the
AAA select an arbitrator and such arbitrator shall
hear the dispute in accordance with AAA rules. For
disputes amounting to US$2,500,000 or more, a panel
of three (3) arbitrators shall be selected to hear
the dispute. In such case, each party shall select
one (1) arbitrator who shall be unaffiliated with
such party, and the two (2) arbitrators shall select
a third arbitrator. If the two (2) arbitrators are
unable to agree upon a third arbitrator, the AAA will
select the third arbitrator. In the case of a three
(3) arbitrator panel, the decision of a majority
shall control. The arbitration shall be held in such
location as may be mutually acceptable to the parties
in Dallas, Texas.
(c) Each of the parties shall bear its own fees, costs
and expenses of the arbitration and its own legal
expenses, attorneys' fees and costs of all experts
and witnesses. Unless the award provides otherwise,
the fees and expenses of the arbitration procedures,
including the fees of the arbitrator or arbitrators,
will be shared equally by the involved parties.
(d) Any award rendered pursuant to such arbitration shall
be final, conclusive and binding upon the parties,
and any judgment thereon may be entered and enforced
in any court of competent jurisdiction.
20
(e) Claims, controversies and disputes amounting to
greater than $15,000,000 may be resolved through
litigation, rather than binding arbitration. The
party desiring to resolve the issue through
litigation shall give written notice to the other
party within the time period set forth in the first
paragraph of this Section 14.4.
14.5 CLAIM EXPIRATION. Except for claims for indemnification under
Section 16, no claims to be resolved under this Section 14 may
be made more than one year after the date by which the fault
or failure was or should reasonably have been discovered;
failure to make such a claim within the one-year period shall
forever bar the claim.
14.6 CONTINUATION OF SERVICES. Unless ALLTEL is bringing an action
for Client's failure to make timely and complete payments to
ALLTEL for Services not otherwise in dispute under Section 14,
ALLTEL will continue to provide Services under this Agreement,
and Client will continue to make payments to ALLTEL, in
accordance with this Agreement, during the dispute resolution
procedures described in this Section 14.
15. LIMITATION OF LIABILITY.
(a) Notwithstanding any other provision of this Agreement, each
party's liability for any breach or any claim or cause of
action whether based in contract, tort or otherwise which
arises under or is related to this Agreement shall be limited
to the other party's direct out-of-pocket damages actually
incurred, which under no circumstances shall exceed in the
aggregate US$20,000,000, except that Client's limitation of
liability shall be increased in the amount of any Capitalized
Conversion Fees pursuant to Section 1.1 of Exhibit E. In no
event shall ALLTEL or Client be liable for loss of profits,
loss of business, indirect, special, punitive, incidental or
consequential damages of any kind whatsoever or the claims or
demands made by any third parties whether or not such party
has been advised of the possibility of such damages.,
provided, however, that this sentence shall have no
application to any Continuation Services as defined in the GTE
Agreements for which ALLTEL may be responsible under Exhibit L
or Section 19.2(c) of this Agreement, or to any of the
expenses or payments described in Section 6.3(b) of Exhibit L
or to any payments to be made by Client pursuant to Section
19.3(d) of the Agreement.
(b) ALLTEL shall have no liability, express or implied, whether
arising under contract, tort or otherwise which results
directly or indirectly from the internal operations and
performance of any Client-Provided Third Party Software or
hardware or any enhancement, development or maintenance of any
such Client-Provided Third Party Software. ALLTEL will
continue to perform the Services, except to the extent that
the internal operations and performance of such
Client-Provided Third Party Software or hardware prevents such
performance of the
21
Services. In such event, ALLTEL will use its reasonable best
efforts to implement an appropriate "work around" so as to
minimize any material adverse effect to Client.
16. INDEMNIFICATION.
16.1 PERSONAL INJURY AND PROPERTY DAMAGE. Subject to Section 15
hereof, each party agrees to indemnify, defend and hold
harmless the other and its officers, directors, employees,
affiliates (including, where applicable, the ALLTEL Affiliates
and Client affiliates), and agents from any and all
liabilities, losses, costs, damages and expenses (including
reasonable attorneys' fees) arising from or in connection with
the damage, loss (including theft) or destruction of any real
property or tangible personal property of the indemnified
party or injury or death to any persons resulting from the
actions or inactions of any employee, agent or subcontractor
of the indemnifying party insofar as such damage arises out of
or in the course of fulfilling its obligations under this
Agreement and to the extent such damage is due to any
negligence, breach of statutory duty, omission or default of
the indemnifying party, its employees, agents or
subcontractors. The foregoing represents the sole and
exclusive remedy of each party with regard to the matter
described in this Section 16.1.
16.2 INFRINGEMENT OF ALLTEL SOFTWARE OR ALLTEL-PROVIDED THIRD PARTY
SOFTWARE. Subject to Section 15 hereof, ALLTEL agrees to
defend at its own expense, any claim or action brought by any
third party against Client or against its officers, directors,
employees, Client affiliates, and agents for actual or alleged
infringement of any U.S. patent, copyright or other
intellectual property right (including, but not limited to,
misappropriation of trade secrets) based upon the ALLTEL
Software or ALLTEL-Provided Third Party Software furnished
hereunder by ALLTEL. Subject to Section 15 hereof, ALLTEL
further agrees to indemnify and hold Client and the Client
affiliates harmless from and against any and all liabilities,
losses, costs, damages, and expenses (including reasonable
attorneys' fees) associated with any such claim or action
incurred by Client. ALLTEL shall have the sole right to
conduct and control the defense of any such claim or action
and all negotiations for its settlement or compromise, unless
otherwise mutually agreed to in writing between the parties
hereto. ALLTEL agrees to give Client, and Client agrees to
give ALLTEL, as appropriate, prompt written notice of any
written threat, warning or notice of any such claim or action
against ALLTEL or Client, as appropriate, or any other user or
any supplier of components of the ALLTEL Software or
ALLTEL-Provided Third Party Software covered hereunder, which
could have an adverse impact on Client's use of same, provided
ALLTEL or Client, as appropriate, knows of such claim or
action. If in any such suit so defended, all or any part of
the ALLTEL Software (or any component thereof) or the
ALLTEL-Provided Third Party Software (or any component
thereof) is held to constitute an infringement or violation of
any other party's intellectual property rights and is
enjoined, or if in respect of any claim of
22
infringement, ALLTEL deems it advisable to do so, ALLTEL shall
at its sole option take one or more of the following actions
at no additional cost to Client: (a) procure the right to
continue the use of the same without material interruption for
Client; (b) replace the same with non-infringing software that
meets the same specifications as the infringing software; or
(c) modify said ALLTEL Software or ALLTEL-Provided Third Party
Software (to the extent permitted by such third party) so as
to be non-infringing, provided that the ALLTEL Software or
ALLTEL-Provided Third Party Software as modified meets the
specifications as the infringing software. The foregoing
represent the sole and exclusive remedy of Client with regard
to any of the above infringements or alleged infringements.
16.3 INFRINGEMENTS OF CLIENT-PROVIDED THIRD PARTY SOFTWARE OR
CLIENT RESOURCES. Client agrees to defend at its own expense,
any claim or action brought by any third party against ALLTEL
or against its officers, directors, employees, ALLTEL
Affiliates, and agents for actual or alleged infringement of
any U.S. patent, copyright or other intellectual property
right (including, but not limited to, misappropriation of
trade secrets) based upon the Client-Provided Third Party
Software or Client Resources furnished hereunder by Client.
Client further agrees to indemnify and hold ALLTEL and the
ALLTEL Affiliates harmless from and against any and all
liabilities, losses, costs, damages, and expenses (including
reasonable attorneys' fees) associated with any such claim or
action incurred by ALLTEL and the ALLTEL Affiliates. Client
shall have the sole right to conduct the defense of any such
claim or action and all negotiations for its settlement or
compromise, unless otherwise mutually agreed to in writing
between the parties hereto. Client agrees to give ALLTEL, and
ALLTEL agrees to give Client, as appropriate, prompt written
notice of any written threat, warning or notice of any such
claim or action against ALLTEL or Client, as appropriate, or
any other user or any supplier of components of
Client-Provided Third Party Software or Client Resources
covered hereunder, which could have an adverse impact on
ALLTEL's use of same, provided ALLTEL or Client, as
appropriate, knows of such claim or action. If in any such
suit so defended, all or any part of the Client-Provided Third
Party Software (or any component thereof) or Client Resources
(or any component thereof) is held to constitute an
infringement or violation of any other party's intellectual
property rights and is enjoined, or if in respect of any claim
of infringement, Client deems it advisable to do so, Client
shall at is sole option take one or more of the following
actions at no additional cost to ALLTEL: (a) procure the right
to continue the use of the same without material interruption
for ALLTEL; (b) replace the same with non-infringing software
or Client Resource that meets the same specifications as the
infringing software or Client Resource; (c) modify said
Client-Provided Third Party Software or Client Resource (to
the extent permitted by such third party) so as to be
non-infringing, provided that Client-Provided Third Party
Software or Client Resource as modified meets the same
specifications as the infringing software; or (d) relieve
ALLTEL of its obligation to use such Client-Provided Third
Party Software or Client Resource to perform the applicable
Services hereunder. The foregoing represents the sole and
23
exclusive remedy of ALLTEL with regard to any of the above
infringements or alleged infringements.
16.4 DISPUTE RESOLUTION. The provisions of Section 14 shall apply
with respect to the submission of any claim for
indemnification under this Agreement and the resolution of any
disputes relating to such claim.
17. FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS, AND ERROR
CORRECTION.
17.1 FORCE MAJEURE. Neither party shall be held liable for any
delay or failure in performance of all or a portion of the
Services of any part of this Agreement from any cause beyond
its reasonable control and without its fault or negligence,
including, but not limited to, acts of God, acts of civil or
military authority, government regulations, government
agencies, delay or failure to receive any required government
approvals, embargoes, strikes, epidemics, war, terrorist acts,
riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, power blackouts affecting facilities,
unusually severe weather conditions, acts or omissions of
transportation carriers, or delays associated with custom
problems (the "Affected Performance"). Upon the occurrence of
a condition described in this Section 17.1, the party whose
performance is affected shall give written notice to the other
party describing the Affected Performance, and the parties
shall promptly confer, in good faith, to agree upon equitable,
reasonable action to minimize the impact, on both parties, of
such condition, including, without limitation, implementing
the disaster recovery services. The parties agree that the
party whose performance is affected shall use commercially
reasonable efforts to minimize the delay caused by the force
majeure events and recommence the Affected Performance and to
perform notwithstanding the occurrence of the above events.
When a force majeure event or disaster causes ALLTEL to
allocate limited resources between or among ALLTEL customers,
Client shall receive at least the same priority in respect of
such allocation as ALLTEL's other customers. During the period
of a force majeure delay affecting ALLTEL, ALLTEL's time of
performance with respect to Services performed under this
Agreement (including the Service Level Measurements described
in Exhibit F) shall be adjusted, if and to the extent
necessary. In the event of a failure in performance of all or
a portion of the Services caused by the force majeure event
lasts for a period of more than thirty (30) Days, the parties
shall negotiate an equitable modification to this Agreement
with respect to the Affected Performance. If the parties are
unable to agree upon an equitable modification within fifteen
(15) Days after such thirty (30)-Day period has expired, then
either party shall be entitled to serve notice of termination
on the other party with respect to only such Affected
Performance. The portion of the Services that is the Affected
Performance shall terminate as of the date set forth in the
termination notice. The remaining portion of the Agreement
that does not involve the Affected Performance shall continue
in full force and effect.
24
17.2 TIME OF PERFORMANCE AND INCREASED COSTS. In addition to the
adjustments described in Section 17.1, ALLTEL's time of
performance with respect to Services performed under this
Agreement shall be adjusted, if and to the extent reasonably
necessary, to the extent that any of the following affects
ALLTEL's time of performance: (a) Client fails to timely
submit data or materials in the prescribed form or in
accordance with the requirements of this Agreement; (b) Client
fails to perform, on a timely basis, the functions or other
responsibilities of Client described in this Agreement; (c)
Client or any governmental agency authorized to regulate or
supervise Client makes any special request which affects
ALLTEL's normal performance schedule; (d) Client fails to
timely provide any Client Resources called for by this
Agreement; (e) Client changes the priorities or decreases the
number of the Variable Staff; or (f) any Client-Provided Third
Party Software or Client Resource does not perform in
accordance with its specifications and, in each case, the same
is necessary for ALLTEL's performance hereunder. In addition,
if any of the above events occur, and to the extent such event
results in an increased cost to ALLTEL for providing the
affected Service, ALLTEL shall so advise Client, and Client
may either pay any and all increased costs to ALLTEL or
relieve ALLTEL of its responsibilities with respect to the
affected Service.
17.3 ERROR CORRECTION. ALLTEL and Client agree to develop formal
procedures whereby Client's audit and control staff will
properly review, inspect, verify, and sign-off on sample bills
provided by ALLTEL prior to releasing each billing run for
production processing. Client agrees to notify ALLTEL
immediately of any errors, omissions, or inaccuracies in the
sample bills provided by ALLTEL. In the event of an error,
omission or inaccuracy with regard to Client's bills
discovered by Client during review of the sample bills and of
which ALLTEL is notified prior to production processing,
ALLTEL will promptly correct such error, omission or
inaccuracy, regardless of cause. Client shall not incur
additional charges in connection with the correction of
billing unless such error(s) were caused by (i) the nature of
Client's data, (ii) Client-Provided Third Party Software, or
(iii) Client's failure to notify ALLTEL of the error prior to
production processing if Client reasonably could have
discovered such error. All errors attributable to the causes
referred to in subclauses (i), (ii) and (iii) are hereinafter
collectively referred to as "Client Errors".
In the event of billing errors, omissions or inaccuracies by
ALLTEL that necessitate a xxxx rerun other than errors,
omissions or inaccuracies caused by a Client Error, ALLTEL
agrees to run, without an increase in Service Fees, a
rebilling to correct such error promptly after notice by
Client. In the event of a Client Error that necessitates a
xxxx rerun, ALLTEL agrees to run a rebilling to correct such
error promptly after notice by Client. Client acknowledges
that there may be an increase in Service Fees related to such
re-billing in accordance with Section 2.2 of Exhibit E.
25
Client will carefully review and inspect all reports prepared
by ALLTEL. If Client fails to notify ALLTEL of errors in such
reports within a reasonable period of time, Client shall have
waived its rights in respect of such error and assumed all
risks in respect thereof, provided however, that ALLTEL shall
not be relieved of its obligations to correct such error, once
notified, for on-going processing.
18. NOTICES.
18.1 NOTICES. Except as otherwise provided under this Agreement or
in the Exhibits, all notices, demands or requests which may be
given by any party to the other party shall be in writing and
shall be deemed to have been duly given when received, written
notice may be delivered in person, or sent via telefax, United
States mail or internationally recognized courier service, and
addressed as set forth below:
If to ALLTEL: ALLTEL Information Services, Inc.
000 Xxxxx Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: President, Telecom Division
With a copy to: ALLTEL Information Services, Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attn: General Counsel
If to Client: dba Communications, LLC
0000 00xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn.: Chief Executive Officer
With a copy to: dba Communications, LLC
0000 00xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn.: Chief Operating Officer
18.2 CHANGE OF ADDRESS. The address to which such notices, demands,
requests, elections or other communications are to be given by
either party may be changed by written notice given by such
party to the other party pursuant to this Section.
19. TERMINATION.
19.1 TERMINATION. This Agreement, except as otherwise provided in
Section 19, will continue in effect until the Expiration Date.
This Agreement, including all Exhibits may be terminated by
the permitted party giving written notice to the other party
in accordance with Section 18.1 and the applicable provisions
of this
26
Section. The effective date of any such termination shall be
the Termination Completion Date (as defined and determined in
accordance with the provisions of Section 19.5), and such date
shall be the Expiration Date in the event this Agreement is so
terminated. The parties agree that the transition of a portion
of the Access Lines to the Mescalero Indians in accordance
with Section 11.2 shall not be a breach or a partial
termination of this Agreement.
19.2 TERMINATION UPON ALLTEL'S MATERIAL BREACH. In the event of the
material breach by ALLTEL of any provision of this Agreement,
Client shall give ALLTEL written notice, and:
(a) If such breach is for ALLTEL's breach of its
obligations under Section 20 with respect to Client's
Proprietary Information, which, in the reasonable
judgment of Client, materially and adversely affects
Client, ALLTEL shall cure the breach within fifteen
(15) Days after such notice. If ALLTEL does not cure
such breach by such date, or is not working
diligently in good faith to cure such breach in cases
where a breach cannot reasonably be expected to be
cured within fifteen (15) Days, Client may, at its
sole option, elect to terminate this Agreement by
giving written notice of such election to ALLTEL (the
date of such notice shall be the "Termination
Election Date"). In such case, within thirty (30)
Days after the Termination Completion Date, (as
defined in Section 19.5) ALLTEL shall pay the Client
Damages as set forth in the applicable subsection (c)
and (d) below
(b) If such breach is for any failure by ALLTEL to
perform in accordance with this Agreement which, in
the reasonable judgment of Client, materially and
adversely affects Client or for repeated failures to
perform which collectively materially and adversely
affect Client, ALLTEL shall cure such breach within
sixty (60) Days after the date of such notice;
provided, however, that if the breach occurs prior to
the Conversion Completion Date, ALLTEL shall cure
such breach within thirty (30) Days after the date of
such notice, provided that the length of the cure
period does not adversely affect the Target
Conversion Dates for the applicable Conversion. If
ALLTEL works diligently in good faith to cure the
breach in accordance with this Section and such
breach is not capable of being cured with sixty (60)
Days, (or thirty (30) Days or the shorter cure period
in the case of a breach prior to the Conversion
Completion Date) ALLTEL shall be accorded up to
thirty (30) additional Days to cure such breach,
provided that the length of such further cure period
does not adversely affect the Target Conversion Dates
for the applicable Conversion. The parties shall
promptly confer, in good faith, to agree upon an
equitable, reasonable action plan to minimize the
impact of the breach. ALLTEL shall begin promptly to
address and cure such breach, including assigning all
personnel and other resources necessary to do so and
shall work
27
diligently in good faith throughout the cure period.
If ALLTEL does not cure such breach within such
period, or is not working diligently in good faith to
cure such breach in cases where a breach cannot
reasonably be expected to be cured within the cure
period set forth herein, then Client may, at its sole
option, elect to terminate this Agreement and all
Services hereunder by giving written notice of such
election to ALLTEL, the date of which shall
constitute the Termination Election Date. In such
case, and in either of the circumstances described in
the next two succeeding sentences of this
subparagraph (b), within thirty (30) Days after the
Termination Completion Date, ALLTEL shall pay the
Client Damages set forth in the applicable subsection
(c) or (d) below to Client. If ALLTEL's breach does
not affect the provision of the Output Processing
Services and Client is not also in breach of this
Agreement, Client may, at its sole option, terminate
all other Services provided under this Agreement in
accordance with the provisions set forth above with
the exception of the Output Processing Services, in
which case the terms and conditions of this Agreement
applicable to the Output Processing Services shall
continue in full force and effect and each of Client
and ALLTEL shall begin performing its respective
transition obligations under Sections 19.6 and 19.7
with respect to all other Services. If ALLTEL's
breach relates solely to the Output Processing
Services and Client is not also in breach of this
Agreement, Client may, at its sole option, terminate
the Output Processing Services in accordance with the
provisions set forth above, in which case the terms
and conditions of this Agreement applicable to all
other Services shall continue in full force and
effect and each of Client and ALLTEL shall begin
performing its respective transition obligations
under Sections 19.6 and 19.7 with respect to the
Output Processing Services.
(c) If such breach is for ALLTEL's breach of its
obligations under Exhibit L, Client Damages, subject
to Section 15 hereof, shall consist solely of
Client's direct out-of-pocket damages, actually
incurred, for (i) expenses for Continuation Services
as described in Section 9.4 of the GTE Agreements in
an amount not to exceed [*****] plus the recurring
monthly processing charges for Client's Access Lines
limited to the amount of [*****] for each Access Line
for which Client obtains Continuation Services for a
period of not to exceed six (6) months; (ii) amounts
paid to ALLTEL for Gap Closures, Variable Staff
services and Conversion Services; (iii) any
regulatory fines or forfeitures to the extent
resulting from ALLTEL's breach, provided Client gives
ALLTEL notice within a reasonable period following
receipt by Client of notice of such fine or
forfeiture and Client gives ALLTEL the opportunity to
cure such breach to the extent such cure or other
remedial period is permitted by the governmental
authority issuing such fine or forfeiture or notice
of same; and (iv) amounts directly resulting from
ALLTEL's breach of Section 20
28
of this Agreement. Client shall use its reasonable
best efforts to minimize the damages payable by
ALLTEL.
(d) If such breach is for ALLTEL's breach of its
obligations for Services other than Conversion
Services, Client Damages, subject to Section 15
hereof, shall consist solely of Client's direct
out-of-pocket damages, actually incurred, (i) for
obtaining replacement Managed Operations Services,
Managed Network Services and Output Processing
Services, as applicable, of a substantially similar
scope and nature to such Services in excess of what
Client would have otherwise paid ALLTEL hereunder in
an amount not to exceed one-hundred-ten percent
(110%) of the Service Fees for such Services; (ii)
for converting to non-ALLTEL systems: an amount equal
to amounts paid to ALLTEL for Gap Closures, Variable
Staff services and Conversion Services if the
Termination Election Date occurs prior to the
commencement of Operation Year 1; an amount equal to
$1,700,000 if the Termination Election Date occurs
after the commencement of Operation Year 1 but before
the Conversion Completion Date; and amount equal to
$7,500,000 if the Termination Election Date occurs
after the Conversion Completion Date and during
Operation Year 1, Operation Year 2 or Operation Year
3; or an amount equal to $4,000,000 if the
Termination Election Date occurs during Operation
Year 4; or $0 if the Termination Election Date occurs
during Operation Year 5; provided that all of such
amounts shall be reduced by the amount of any unpaid
Capitalized Conversion Fees; (iii) for any regulatory
fines or forfeitures to the extent resulting from
ALLTEL's breach, provided Client gives ALLTEL notice
within a reasonable period following receipt by
Client of notice of such fine or forfeiture and
Client gives ALLTEL the opportunity to cure such
breach to the extent such cure or other remedial
period is permitted by the governmental authority
issuing such fine or forfeiture or notice of same;
and (iv) for amounts directly resulting from ALLTEL's
breach of Section 20 of this Agreement. Client shall
use its reasonable best efforts to minimize the
damages payable by ALLTEL.
(e) The failure of Client to exercise any right to elect
to terminate this Agreement shall not constitute a
waiver of the rights granted herein with respect to
any subsequent default.
19.3 TERMINATION UPON CLIENT'S MATERIAL BREACH. In the event of the
material breach by Client of any provision of this Agreement,
ALLTEL shall give Client written notice, and:
(a) If such breach is for Client's breach of its
obligations under Section 20 with respect to ALLTEL's
Proprietary Information, which, in the reasonable
judgment of ALLTEL, materially and adversely affects
ALLTEL, Client shall cure the breach within fifteen
(15) Days after such
29
notice. If Client does not cure such breach by such
date, or is not working diligently in good faith to
cure such breach in cases where a breach cannot
reasonably be expected to be cured within fifteen
(15) Days, ALLTEL may, at its sole option, elect to
terminate this Agreement by giving written notice of
such election to Client (the date of such notice
shall be the "Termination Election Date"). In such
case, within thirty (30) Days after the Termination
Election Date, Client shall pay the ALLTEL Damages
(as defined below).
(b) If such breach is for Client's non-payment of amounts
due under this Agreement, Client shall cure the
breach within fifteen (15) Days after such notice. If
Client does not cure such breach by such date, ALLTEL
may, at its sole option, elect to terminate this
Agreement by giving written notice of such election
to Client, the date of which shall constitute the
Termination Election Date. In such case, within
thirty (30) Days after the Termination Election Date,
Client shall pay ALLTEL the ALLTEL Damages (as such
term is defined below). Client's payment of or
agreement to pay interest on any amount past due
shall in no way limit or prohibit ALLTEL's right to
terminate this Agreement in accordance with this
Section.
(c) If such breach is for any failure by Client to
perform in accordance with this Agreement which, in
the reasonable judgment of ALLTEL, materially and
adversely affects ALLTEL or for repeated failures to
perform which collectively, materially and adversely
affect ALLTEL, ALLTEL may give notice of the breach
and Client shall cure such breach within sixty (60)
Days after the date of such notice. The parties shall
promptly confer, in good faith, to agree upon an
equitable, reasonable action plan to minimize the
impact of the breach. Client shall begin immediately
to address and cure such breach, shall promptly
assign all personnel and other resources necessary to
do so and shall work diligently in good faith
throughout the cure period. If Client does not cure
such breach within such period or is not working
diligently in good faith to cure such breach in cases
where a breach cannot reasonably be expected to be
cured within the cure period set forth herein, then
ALLTEL may, at its sole option, elect to terminate
this Agreement by giving written notice of such
election to Client, the date of which shall
constitute the Termination Election Date. In such
case, within thirty (30) Days after the Termination
Election Date, Client shall pay ALLTEL the ALLTEL
Damages (as such term is defined below).
(d) For the purposes of this Agreement, the ALLTEL
Damages shall consist solely of the following: (i)
all unpaid amounts due and owing to ALLTEL under the
Agreement, including any Capitalized Conversion Fees
pursuant to Section 1.1 of Exhibit E, from the date
hereof up to and including the Termination Election
Date, (ii) a fee equal to the present value (using a
30
discount rate equal to the applicable U.S. Treasury
xxxx or note rate of an equivalent maturity) of the
Access Line Charges due under this Agreement from the
Day immediately following the Termination Election
Date through the end of the Term had the termination
not occurred multiplied by twenty-five-percent (25%),
calculated based upon the number of Access Lines
processed by ALLTEL at the time of the Termination
Election Date, and (iii) an amount equal to
reasonable and actual out-of-pocket travel expenses,
relocation and severance expenses (in accordance with
ALLTEL's then current policy) with a cap equal to
$250,000 for all such expenses; (iv) an amount equal
to any other reasonable and actual out-of-pocket
shut-down expenses, including, without limitation,
those relating to canceling leases, licenses, and
subcontractors necessitated by such termination; (v)
any amounts owed to ALLTEL by Client pursuant to
Section 19.7(d); and (vi) amounts directly resulting
from Client's breach of Section 20 of this Agreement
(collectively, the "ALLTEL Damages"); provided that
the sum of the amounts set forth in subsections (iii)
and (iv) shall be subject to a cap of $2,000,000.
ALLTEL shall use its reasonable best efforts to
minimize the ALLTEL Damages.
(e) The failure of ALLTEL to exercise any right to elect
to terminate this Agreement shall not constitute a
waiver of the rights granted herein with respect to
any subsequent default.
19.4 TERMINATION OF CERTAIN SERVICES. Client has the right, but not
the obligation, to terminate one or more of the Services set
forth on Exhibit P (the "Terminated Services"), with the
effectiveness of such termination to occur only upon the
satisfaction (or mutually agreed to waiver) of each of the
following conditions precedent: (a) the earliest effective
date of the Terminated Services as set forth on Exhibit P
shall have occurred, (b) Client shall have given notice to
ALLTEL as set forth in Exhibit P; (c) Client will use its own
employees, and not that of any other company or enterprise, in
performing the Terminated Services except as set forth below,
(d) Client shall not be in breach of any of its payment
obligations under this Agreement, and (e) Client shall have
paid the termination fee(s) set forth on Exhibit P. After each
of the above conditions precedent shall have been satisfied,
ALLTEL will reduce the amount of going forward Service Fees by
the amounts set forth in Exhibit P. During the remaining Term,
Client agrees not to contract with any other company or
enterprise to perform the Terminated Services, in whole or
part, without first providing ALLTEL with a right of first
refusal in order to provide such Terminated Services in the
event that Client no longer desires to use its own employees
to perform the Terminated Services. In the event that the
effectiveness of Client's termination of the Terminated
Services occur, the provisions of 19.7 (but not 19.6) shall
apply.
19.5 TERMINATION FOR CONVENIENCE BY CLIENT. Provided that Client is
then current on all payments due and owing to ALLTEL and is
otherwise not in default of any
31
of its obligations under this Agreement, Client may
unilaterally elect to terminate the Agreement effective at any
time after Operation Year 1 upon satisfaction of all of the
following conditions:
(a) Client notifies ALLTEL in writing ("Early Termination
Notice") of its intention to terminate the Agreement
at least six (6) months prior to the proposed early
termination date, which shall be the Termination
Election Date, and in which case both Client and
ALLTEL will begin performing its respective
transition obligations under Sections 19.6 and 19.7;
(b) Client pays to ALLTEL the sum of the following:
(i) during the Operation Year set forth below an
early termination fee as set forth below:
TERMINATION COMPLETION DATE
EARLY TERMINATION FEE DURING OPERATION YEAR:
-------------------------------- ---------------------------
$ 8,000,000 Operation Year 2
$ 5,000,000 Operation Year 3
$ 2,000,000 Operation Year 4
$2,000,000 less Reduction Amount Operation Year 5
where "Reduction Amount" means the product of (x)
$166,667 and (y) the number of months from the
beginning of Operation Year 5, together with
(ii) any unpaid Capitalized Conversion Fees pursuant to
Section 1.1 of Exhibit E as of the Termination of
Completion Date,
which Client shall pay to ALLTEL within sixty (60)
Days before the Termination Completion Date.
Notwithstanding delivery of an Early Termination Notice or
payment of fees due in accordance with this Section 19.5,
Client shall make all payments due and payable to ALLTEL
pursuant to this Agreement until the Termination Completion
Date.
19.6 OPERATIONS DURING THE TERMINATION PERIOD. If either party
terminates this Agreement in accordance with this Section 19
or the Term expires in accordance with Section 4 hereof, upon
Client's written request, ALLTEL shall continue to provide the
Services to Client for a period of up to twelve (12) months
after the termination or expiration of this Agreement for the
same Service Fees as apply during the Term (except that Client
shall not be subject to the Minimum Monthly Volume Charge for
Output Processing Services set forth in Section 6.2 of Exhibit
E and Access Line Charges shall be calculated at the weighted
average rate per
32
Access Line). For purposes of calculating the weighted average
rate per Access Line, the total Access Line Charges for the
month prior to the Termination Election Date or Expiration
Date, as applicable, shall be divided by the number of Access
Lines on which such Access Line Charge was based. The date
when all of Client's data have been substantially converted to
the non-ALLTEL Systems shall hereinafter be referred to as the
"Termination Completion Date" and shall be the effective date
of termination of this Agreement in such events. Provided that
Client is current in all amounts due and owing to ALLTEL, at
the time of the Termination Election Date, or Term expiration
date, as well as during the period between the Termination
Election Date, or Term expiration date (as appropriate) and
the Termination Completion Date, each party shall continue to
perform its respective obligations under this Agreement, with
such changes as Client and ALLTEL may agree upon. Client shall
keep ALLTEL reasonably informed of Client's decisions and
activities with respect to such conversion. Client also shall
give ALLTEL written notice of Client estimated Termination
Completion Date promptly after a reasonably definitive
projected Termination Completion Date is known by Client, and
shall give written notice to ALLTEL promptly after any change
in such estimated Termination Completion Date.
19.7 TRANSITIONAL COOPERATION.
(a) OFFER OF EMPLOYMENT. During the Term and for a period
of one (1) year thereafter, Client and ALLTEL agree
not to solicit or offer employment, directly or
indirectly (including, without limitation, through
the use of any third party) to any employee of the
other who has been directly involved in the
activities covered by this Agreement without the
prior written consent of the other unless such
employee was terminated or has been in the employ of
a third party for at least three (3) months.
(b) TRANSITION. ALLTEL and Client shall jointly develop a
detailed transition plan pursuant to which ALLTEL
shall timely transfer the control and responsibility
for all functions and Services previously performed
by or for ALLTEL to Client or Client's designees.
Additionally, ALLTEL shall provide any and all
reasonable assistance requested by Client to allow
(i) the systems associated with the Services to
operate without interruption or adverse effect prior
to and during transition; and (ii) the orderly
transfer of the Services to Client or Client's
designee.
(c) RETURN OF MATERIAL. Within thirty (30) Days after the
Termination Completion Date, ALLTEL, at Client's sole
cost and expense, will return all material and
property owned by Client and the Client Affiliates,
as well as all material and property of a proprietary
nature involving Client and the Client Affiliates. In
addition, at Client's sole cost and expense upon
Client's request, ALLTEL agrees to provide to Client
copies of Client data files, records and programs on
magnetic media and in a format specified
33
by Client, or to destroy Client's data files, records
and programs in its possession and to certify
promptly to Client as to the completed destruction of
these materials.
Within thirty (30) Days after the Termination
Completion Date, Client, at ALLTEL's sole cost and
expense, will return all material and property owned
by ALLTEL and the ALLTEL Affiliates, as well as all
material and property of a proprietary nature
involving ALLTEL and the ALLTEL Affiliates.
(d) EQUIPMENT. In the event that there occurs a
termination of this Agreement in accordance with
Section 19.2, Client has the right, but not the
obligation, to purchase any or all of the
ALLTEL-owned Client-dedicated equipment or
ALLTEL-Provided Third Party Software (provided ALLTEL
is contractually permitted to transfer such
ALLTEL-Provided Third Party Software to Client) that
ALLTEL uses in order to perform the Services at a
price equal to the book value at the time of
termination, which shall be payable by Client to
ALLTEL on the Termination Completion Date. In the
event that there occurs a termination of this
Agreement in accordance with Sections 19.3 or 19.4,
ALLTEL has the right, but not the obligation, to
require Client to purchase any or all of the
ALLTEL-owned Client-dedicated equipment purchased by
ALLTEL after the Effective Date in order to perform
the Services at a price equal to the book value at
the time of termination, which shall be payable by
Client to ALLTEL on the Termination Completion Date
or Early Termination Date, as applicable. In the
event that there occurs the expiration of the Term,
Client has the right, but not the obligation, to
purchase some or all of ALLTEL's owned dedicated
equipment purchased by ALLTEL to perform the Services
at a price equal to the equipment's book value at the
time of expiration of the Term, payable by Client to
ALLTEL on the Termination Completion Date, provided
that any sales by ALLTEL of equipment under this
Section shall be made only in those situations where
ALLTEL is permitted to do so by the relevant third
party agreements. Such sales shall be made on a
"where is as is" basis without any warranty by ALLTEL
to Client whatsoever, except that ALLTEL agrees to
make available to Client the benefit of any
warranties from the applicable equipment
manufacturers to the extent ALLTEL is contractually
permitted to do so by such equipment manufacturer.
19.8 SURVIVAL UPON EXPIRATION OR TERMINATION. The provisions of
Sections 14 (Dispute Resolution), 15 (Limitation of
Liability), 16 (Indemnification), 18 (Notices), 19
(Termination), 20 (Confidentiality), 22.5 (Governing Law;
Forum Selection; Consent to Jurisdiction), 22.11 (Press
Release), and 22.12 (Taxes), shall survive Expiration Date or
the Termination Completion Date of this Agreement, unless
otherwise agreed to in writing by both parties.
34
19.9 TERMINATION FOR CHANGE IN CONTROL. Provided that Client is
then current on all payments due and owing to ALLTEL and is
otherwise not in default of any of its obligations under this
Agreement, Client may elect to terminate the Agreement at any
time during the twelve (12) months following a Change in
Control (as defined in Section 22.2 ) of ALLTEL (provided that
for the purposes of this Section 19.9 an entity shall be
deemed a non-Affiliate of ALLTEL only if it is not an ALLTEL
Affiliate on the Effective Date), upon satisfaction of all of
the following conditions:
(a) Client notifies ALLTEL in writing ("COC Termination
Notice") of its intention to terminate the Agreement
at least six (6) months prior to the intended
termination date, which shall be the Termination
Election Date, and in which case both Client and
ALLTEL will begin performing its respective
transition obligations under Sections 19.6 and 19.7;
(b) Client pays to ALLTEL within sixty (60) Days before
the Termination Completion Date the termination fee
based on the following table:
TERMINATION COMPLETION DATE
TERMINATION FEE DURING OPERATION YEAR:
--------------- ---------------------------
$4,000,000 Prior to Operation Year 1
$4,000,000 Operation Year 1
$4,000,000 Operation Year 2
$2,500,000 Operation Year 3
$ 0 Operation Year 4
$ 0 Operation Year 5
(c) Client pays to ALLTEL any unpaid Capitalized
Conversion Fees pursuant to Section 1.1 of Exhibit E
within sixty (60) Days before the Termination
Completion Date.
Notwithstanding delivery of a Termination Notice or payment of
fees due in accordance with this Section 19.5, Client shall
make all payments due and payable to ALLTEL pursuant to this
Agreement until the Termination Completion Date.
20. CONFIDENTIALITY.
20.1 CONFIDENTIALITY OBLIGATION. The Confidentiality Agreement
dated as of August 19, 1999 between Client and ALLTEL (the
"Confidentiality Agreement") is attached hereto as Exhibit N.
The parties acknowledge that the Confidentiality Agreement
remains in full force and effect and shall be incorporated
herein by reference. Notwithstanding any provision of the
Confidentiality Agreement, Client agrees that it will not
disclose any of the Confidential Information, as
35
defined therein, to any competitor or customer of ALLTEL
without obtaining ALLTEL's prior written consent.
20.2 GTE CONFIDENTIALITY AGREEMENT. ALLTEL understands that (i)
Client has entered into a Confidentiality Agreement dated
November 24, 1998 with GTE Southwest Incorporated (the "GTE
Confidentiality Agreement"), a copy of which is attached
hereto as Exhibit O, pursuant to which Client has agreed to
keep certain information of GTE Southwest Incorporated
confidential on the terms contained therein and (ii) under the
GTE Confidentiality Agreement (1) ALLTEL is deemed to be a
"representative" of Client and as such will be a "Recipient",
as each such term is defined therein and (2) Client is
required to secure the agreement of ALLTEL to be bound by the
GTE Confidentiality Agreement as if ALLTEL were a party
thereto. Accordingly, ALLTEL agrees to be bound by the GTE
Confidentiality Agreement, the terms of which shall be
incorporated herein by reference, in all respects as if ALLTEL
were a party thereto.
20.3 INDEPENDENT DEVELOPMENT. The parties acknowledge that, without
in any way lessening the proprietary nature of a party's
Confidential Information, either party in accordance with the
terms and conditions of this Agreement shall be free at any
time to develop the same or similar Confidential Information
independently of disclosure by the transmitting party.
20.4 CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.
(a) The parties acknowledge that this Agreement contains
confidential information that may be considered
proprietary by one or both of the parties, and agree
to limit distribution of this Agreement to those
individuals with a need to know the contents of this
Agreement. In no event may this Agreement be
reproduced or copies shown to any third parties
(exclusive of contractors, subcontractors and agents
who have a need for it) without the prior written
consent of the other party, except as may be
necessary by reason of legal, accounting, tax or
regulatory requirements, in which event Client and
ALLTEL agree to exercise reasonable diligence in
limiting such disclosure to the minimum necessary
under the particular circumstances. The parties
further agree to seek commercial confidential status
for this Agreement with any regulatory commission
with which this Agreement must be filed, to the
extent such a designation can be secured.
(b) In addition, each party agrees to give notice to the
other parties of any demands to disclose or provide
Proprietary Information received from the other or
any third party under lawful process prior to
disclosing or furnishing Proprietary Information, and
agrees to cooperate in seeking reasonable protective
arrangements requested by the other party. In
addition, any party may disclose or provide
Proprietary Information of the
36
other party requested by a government agency having
jurisdiction over the party; provided that the party
uses its reasonable best efforts to obtain protective
arrangements satisfactory to the party owning the
Proprietary Information. The party owning the
Proprietary Information may not unreasonably withhold
approval of protective arrangements.
21. OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS.
21.1 LICENSES AND PERMITS AND COMPLIANCE WITH LAWS.
(a) LICENSES AND PERMITS. ALLTEL and Client shall each
secure and maintain in force all licenses and permits
required of it and its employees in the performance
of its respective obligations under this Agreement,
and shall conduct its business in full compliance
with all laws, ordinances and regulations applicable
to its business or applicable to the other party's
business to the extent that the other party has
notified ALLTEL or Client, as the case may be, of the
specific laws, ordinances or regulations with which
the other party must comply.
(b) COMPLIANCE WITH LAWS. ALLTEL and Client shall each
shall comply, at its own expense, with the provisions
of all applicable laws and regulations which may be
applicable to each party in the performance of their
respective obligations under this Agreement.
21.2 NO INTERFERENCE WITH CONTRACTUAL RELATIONSHIP. Each party
warrants that, as of the date hereof, it is not subject to any
contractual obligation that would prevent it from entering
into this Agreement. Client and ALLTEL each further warrant to
the other that entering into this Agreement shall not cause or
induce it to breach any of its other contractual obligations.
21.3 COVENANT OF GOOD FAITH. Each of the parties agree that, in its
respective dealings with each other party arising out of or
related to this Agreement, it shall act fairly and in good
faith.
21.4 AUTHORIZATION AND EFFECT.
(a) The execution and delivery by ALLTEL of its
obligations under this Agreement have been duly
authorized by all necessary corporate action on the
part of ALLTEL. This Agreement has been duly executed
and delivered by ALLTEL and, assuming the due
execution and delivery of this Agreement by Client,
constitutes a valid and binding obligation of ALLTEL,
except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar
laws relating to or affecting the enforcement of
creditor's rights generally, and subject to the
qualification
37
that general equitable principles may limit the
enforcement of certain remedies, including the remedy
of specific performance.
(b) The execution and delivery by Client of this
Agreement and the fulfillment of its obligations
under this Agreement have been duly authorized by all
necessary corporate action on the part of Client.
This Agreement has been duly executed and delivered
by Client and, assuming the due execution and
delivery of this Agreement by ALLTEL, constitutes a
valid and binding obligation of Client, except as the
same may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating
to or affecting the enforcement of creditor's rights
generally, and subject to the qualification that
general equitable principles may limit the
enforcement of certain remedies, including the remedy
of specific performance.
21.5 BUSINESS PRACTICES. Neither party nor any of such party's
directors, officers, agents, employees or other persons
associated with or acting on its behalf has made or give any
payments or inducements, directly or indirectly, to any
Government officials in the jurisdictions in which such party
conducts business in connection with any opportunity,
agreement, license, permit, certificate, consent, order,
approval, waiver or other authorization relating to the
business of such party, except for such payments or
inducements as were lawful under the written laws, rules and
regulations of such jurisdictions. Neither party nor any of
such party's directors, officers, agents, employees or other
persons associated with or acting on its behalf: (a) has used
any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political
activity; (b) made any direct or indirect unlawful payment to
any Government official or employee from corporate funds; (c)
violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977; or (d) made any bribe, unlawful
rebate, pay off, influence payment, kickback or other unlawful
payment in connection with the business of the party.
21.6 ALLTEL SOFTWARE AND ALLTEL-PROVIDED THIRD PARTY SOFTWARE.
(a) ALLTEL represents and warrants to Client that the
ALLTEL Software shall perform in all material
respects with its documentation and specifications
and that it shall promptly repair or replace, at its
own expense, any ALLTEL Software that does not
perform in all material respects in accordance with
its documentation and specifications. ALLTEL
represents and warrants to Client that ALLTEL is
authorized to provide and use the ALLTEL Software and
ALLTEL-Provided Third Party Software to provide the
Services under this Agreement.
(b) Upon request by Client and to the extent permitted by
third party licensors, ALLTEL agrees at no additional
cost to Client, to provide Client with the
38
terms and conditions of any warranties on the
ALLTEL-Provided Third Party Software that are
extended to ALLTEL for the benefit of Client. In the
event that any ALLTEL-Provided Third Party Software
does not function as warranted, ALLTEL at no
additional cost to Client will use its reasonable and
good faith efforts to cause the manufacturer of the
ALLTEL-Provided Third Party Software to cause such
Software to operate as warranted and will replace
such Software with a comparable product capable of
performing the functionality required of the replaced
product, if ALLTEL in its discretion deems
replacement necessary.
21.7 PROFESSIONAL AND WORKMANLIKE. Each party represents and
warrants to the other that they shall perform their respective
obligations under this Agreement, including Exhibits, in a
professional and workmanlike manner.
21.8 YEAR 2000 COMPLIANT. ALLTEL represents and warrants that the
ALLTEL Software is and shall be "Year 2000 Compliant". For
purposes hereof, "Year 2000 Compliant" shall mean that the
software, equipment, or other product, as applicable, has the
ability to manage and manipulate data involving single-century
dates, cross-century data and leap year formulas and data
values involving such dates without resulting in the
generation of incorrect or invalid values involving such dates
or causing an abnormal ending. In the event that the ALLTEL
Software is not Year 2000 Compliant, Client's sole and
exclusive remedy shall be that ALLTEL will promptly correct,
fix or replace such ALLTEL Software, at no additional cost to
Client, until it becomes Year 2000 Compliant.
Client acknowledges that ALLTEL is relying on the
representations made by its vendors regarding the Year 2000
compliance or readiness of the ALLTEL-Provided Third Party
Software, operating systems, hardware environment and
equipment provide services to Client under this Agreement
(collectively, the "ALLTEL Operating Environment") and that it
is those vendors' responsibility to provide for the Year 2000
compliance of the products they manufacture or provide. Upon
request by Client, ALLTEL shall provide Client with the terms
and conditions of any applicable manufacturers' Year 2000
warranties that are extended to ALLTEL for the benefit of
Client. In the event that any part of the ALLTEL Operating
Environment is not Year 2000 Compliant, Client's sole remedy
shall be that ALLTEL will use its reasonable and good faith
efforts to cause the vendor(s)/manufacturer(s) of the non-Year
2000 Compliant product to make such product Year 2000
Compliant and will replace such non-compliant product with a
comparable product if ALLTEL in its discretion deems
replacement necessary.
Client agrees that ALLTEL shall not be liable for any failure
to be Year 2000 Compliant that results from or is caused by
Client Software, Client-provided Third Party Software,
Client-provided equipment, or any other hardware,
39
software, or products which are not provided by ALLTEL under
the terms of this Agreement.
21.9 NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. Except as
provided in this Agreement, NEITHER PARTY IS MAKING any
representation or warranty of any kind, express, implied or
statutory, including but not limited to the implied warranties
of merchantability and fitness for a particular purpose, and
EACH PARTY AGREES THAT all such other representations and
warranties that are not provided in this agreement are hereby
excluded and disclaimed.
22. MISCELLANEOUS.
22.1 INDEPENDENT CONTRACTOR. It is agreed that ALLTEL is an
independent contractor and that:
(a) CLIENT SUPERVISOR POWERS. Client has no power to
supervise, give directions or otherwise regulate
ALLTEL's operations or its employees.
(b) ALLTEL'S EMPLOYEES. ALLTEL shall be solely
responsible for payment of compensation to its
personnel and for any injury to them in the course of
their employment. ALLTEL shall assume full
responsibility for payment of all federal, state,
local and foreign taxes or contributions imposed or
required under unemployment insurance, social
security and income tax laws with respect to such
persons.
(c) RELATIONSHIP. The parties declare and agree that each
party is engaged in a business which is independent
from that of the other party and each party shall
perform its obligations as an independent contractor.
Neither party is an agent of the other party and has
no authority to represent the other party as to any
matters, except as authorized herein.
22.2 ASSIGNMENT. Neither party shall assign, delegate, or otherwise
convey or transfer (the "Assignment") its rights, interests or
obligations under this Agreement to any person or entity
without the prior written consent of the other party, except
that either party may assign, delegate, or otherwise convey or
transfer its rights, interests or obligations under this
Agreement to an Affiliate which expressly assumes such party's
obligations and responsibilities hereunder; provided, that the
assigning party shall remain fully liable for and shall not be
relieved from the full performance of all obligations under
this Agreement. Any party assigning its rights or obligations
to an Affiliate in accordance with this Agreement shall,
within one (1) business Day after such assignment, provide
written notice thereof to the other party, together with a
copy of the assignment document. Either party
40
may assign its rights or obligations under this Agreement to a
non-Affiliate entity acquiring, directly or indirectly,
control of such party, a non-Affiliate entity into which such
party is merged, or a non-Affiliate entity acquiring all or
substantially all of such party's assets ("Change of
Control"), without the approval of the other party, provided
such acquisition or merger does not materially change the
nature of the Services under this Agreement or affect in any
way Client's right to terminate this Agreement for Change in
Control as set forth in Section 19.9. Any party undergoing a
Change in Control shall, within one (1) business Day after the
effective date of such change, provide written notice thereof
to the other party. The acquirer or surviving entity shall
agree in writing to be bound by the terms and conditions of
this Agreement. All obligations and duties of any party under
this Agreement shall be binding on all successors in interest
and permitted assigns of such party. If the other party
consents to the Assignment, the proposed assignee or
transferee shall, upon completion of the Assignment,
automatically succeed to the corresponding rights, interests,
and obligations of the assigning and transferring party and
shall be a successor of such party for purposes of this
Agreement.
22.3 SEVERABILITY. In the event that any one or more of the
provisions contained herein shall for any reason be held to be
unenforceable in any respect under law, such unenforceability
shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein,
provided that the removal of such offending term or provision
does not materially alter the burdens or benefits of either of
the parties under this Agreement or any Exhibit.
22.4 THIRD PARTY BENEFICIARIES.The provisions of this Agreement are
for the benefit of the parties and not for any other person.
Should any third party institute proceedings, this Agreement
shall not provide any such person with any remedy, claim,
liability, reimbursement, cause of action, or other right.
22.5 GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
Agreement will be governed by and construed under the laws of
the State of Texas, USA, without regard to principles of
conflict of laws. The parties agree that the only circumstance
in which disputes between them will not be subject to the
provisions of Section 14.4 is where a party makes a good faith
determination that a breach of the terms of this Agreement by
the other party is such that the damages to such party
resulting from the breach will so be immediate, so large or
severe, and so incapable of adequate redress after the fact
that a temporary restraining order or other immediate
injunctive relief is the sole and exclusive remedy. All such
judicial proceedings shall be litigated, if at all,
exclusively in a United States District Court in the State of
Texas, USA, and, if necessary, the corresponding appellate
courts. Each of the parties submits to the jurisdiction of any
state or federal court sitting in Texas, with respect to such
judicial proceedings. Each party also agrees not to bring any
action or proceeding arising out of or relating to
41
such judicial proceeding in any other court. Each of the
parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives
any bond, surety or to other security that might be required
of any party with respect thereto. Any party may make service
on the other party by sending or delivering a copy of the
process to the party to be served in care of the process agent
at the address set forth in Section 18 above. Nothing in this
Section, however, shall affect the right of any party to serve
legal process in any other manner permitted by law or in
equity. Each party agrees that a final judgment in any action
or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner
provided by law or in equity.
22.6 EXECUTED IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same
document.
22.7 CONSTRUCTION. The headings and numbering of sections in this
Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope,
meaning or interpretation of this Agreement or the particular
section to which they relate. This Agreement and the
provisions contained herein shall not be construed or
interpreted for or against any party because that party
drafted or caused its legal representative to draft any of its
provisions.
22.8 ENTIRE AGREEMENT. This Agreement, including the Exhibits
attached hereto and the agreements referenced herein
constitute the entire Agreement between the parties, and
supersedes all prior oral or written agreements,
representations, statements, negotiations, understandings,
proposals and undertakings related thereto.
22.9 AMENDMENTS AND WAIVERS. This Agreement may be amended only by
written agreement signed by duly authorized representatives of
each party. No waiver of any provisions of this Agreement and
no consent to any default under this Agreement shall be
effective unless the same shall be in writing and signed by or
on behalf of the party against whom such waiver or consent is
claimed. No course of dealing or failure of any party to
strictly enforce any term, right or condition of this
Agreement shall be construed as a waiver of such term, right
or condition. Waiver by either party of any default by the
other party shall not be deemed a waiver of any other default.
No course of dealing shall be deemed to amend the Agreement in
the absence of any writing signed by duly authorized
representatives of each party.
22.10 REMEDIES CUMULATIVE. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other
remedies set forth in this Agreement, are cumulative and are
not intended to be exclusive of other remedies to which the
injured party may be entitled by law or equity in case of any
42
breach or threatened breach by the other party of any
provision in this Agreement. Use of one or more remedies shall
not bar use of any other remedy for the purpose of enforcing
any provision of this Agreement.
22.11 PRESS RELEASES. The parties shall consult with each other in
preparing any press release, public announcement, news media
response or other form of release of information concerning
this Agreement or the transactions contemplated hereby that is
intended to provide such information to the news media or the
public (a "Press Release"). Neither party shall issue or cause
the publication of any such Press Release without the prior
written consent of the other party; except that nothing herein
will prohibit either party from issuing or causing publication
of any such Press Release to the extent that such action is
required by applicable law or the rules of any national stock
exchange applicable to such party or its affiliates, in which
case the party wishing to make such disclosure will, if
practicable under the circumstances, notify the other party of
the proposed time of issuance of such Press Release and
consult with and allow the other party reasonable time to
comment on such Press Release in advance of its issuance.
22.12 TAXES. All charges and fees to be paid by Client under this
Agreement are exclusive of any applicable withholding, sales,
use, value added, excise, services or other United States or
foreign tax which may be assessed on the provision of the
Services. In the event that a withholding, sales, use, value
added, excise, value added, services or other United States or
foreign tax is assessed on the provision of any of the
Services provided to Client under this Agreement, Client will
pay directly, reimburse or indemnify ALLTEL for such taxes, as
well as any applicable interest, penalties and other ALLTEL
fees and expenses. The parties will cooperate with each other
in determining the extent to which any tax is due and owing
under the circumstances, and shall provide and make available
to each other any resale certificates, information regarding
out-of-state or country use of materials, services or sale,
and other exemption certificates or information reasonably
requested by either party. This section shall have no
application to any tax based upon the income of ALLTEL or any
permitted subcontractor.
22.13 MERGERS AND ACQUISITIONS. Upon written request by Client,
ALLTEL will process additional data and perform additional
Services resulting from any merger, acquisition, affiliation
or restructuring (regardless of form) involving Client. To the
extent that the processing of additional data and/or the
performing of additional Services lies outside the Services as
identified in Exhibits A through D or the accompanying Service
Fees as identified in Exhibit E, Client shall pay all cost,
including, but not necessarily limited to, increased hardware
and personnel, where such personnel comprise the Variable
Staff, additional license fees to third parties, if any, and
additional royalties on software provided through ALLTEL,
required to process the additional data and perform the
additional Services resulting from such merger or acquisition.
Client and ALLTEL shall also agree upon the appropriate
changes, if any, to the Service Fees. Client shall also pay
43
ALLTEL for any conversion or testing services caused by such
merger or acquisition, subject to the provisions of Section
1.4 of Exhibit E. Client will notify ALLTEL of any such
proposed merger or acquisition as soon as reasonably
practicable.
22.14 SEPARATE AGREEMENTS. Upon request of Client and within forty
five (45) Days of the Effective Date unless mutually agreed
otherwise by the parties, the parties agree to use reasonable
best efforts to replace this Agreement in its entirety with
three master service agreements, one for each Client operating
company which will own a portion of the Access Lines,
containing the same terms and conditions as are contained in
this Agreement, except as necessary to accomplish such
replacement.
44
SIGNATURE PAGE FOR MASTER SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.
ALLTEL INFORMATION SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: President-Telecommunications
Services
dba COMMUNICATIONS, LLC
By: /s/ Xxxx X. Xxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman/Chief Executive
Officer
45
dba COMMUNICATIONS, LLC
EXHIBIT A
FINAL
EXHIBIT A
MANAGED OPERATIONS SERVICES
This Exhibit described the services that constitute "Managed Operations
Services."
1. DESCRIPTION OF MANAGED OPERATIONS SERVICES. Managed Operations Services
are described in detail in Attachment 1, which is incorporated by
reference in this Exhibit. ALLTEL will provide to Client the processing
services and products described below and in more detail in Attachment
1:
(a) The general management of all ALLTEL Software listed in
Exhibit H and ALLTEL- Provided Third Party Software listed in
Exhibit I, and incident support for such software;
(b) Furnishing and operating computer equipment and hardware
including:
(i) Mainframe environment;
(ii) Mid-range computing environment;
(iii) Client/Server environment; and
(iv) Toll polling equipment (e.g., Billdats).
(c) Provision of Data Access Security (as defined in Attachment 1)
for the applications identified in Exhibits H and I;
(d) Provision of information in various media;
(e) Client Services including:
(i) A user Help Desk, staffed according to the following
schedule:
Monday - Friday 7:00 AM - 8:00 PM ET
Saturday 7:00 AM - 6:00 PM ET
The user Help Desk will provide support for the ALLTEL Software used to
provide the Managed Operations Services, including CCS. Calls to this
Help Desk are transferred to ALLTEL's Twinsburg Operational Command
Center (which shall be available twenty-four (24) hours a Day, seven
(7) Days a week) for off-hours incident reporting.
(ii) Incident Management and Reporting.
(f) Post-Processing Services as defined in Attachment 1 of this
Exhibit;
(g) Testing and Conversion Environments:
(i) Creation and maintenance of testing and conversion
environments;
(ii) Clearing and resetting of databases as necessary;
(iii) Testing Support Services as defined in Attachment 1
of this Exhibit A; and
(iv) Special Client user access to test environments
during User Acceptance Testing.
(h) ALLTEL shall provide maintenance to, and administration
support for, all of the ALLTEL Software and ALLTEL-Provided
Third Party Software. This includes, without limitation,
software corrections. ALLTEL will perform the Managed
Operations Services described in of this Exhibit A using its
employees or subcontractors, who shall hereinafter be referred
to as the "Managed Operations Staff." ALLTEL will provide,
through the Variable Staff, technical and analyst support as
described in Exhibit J.
2. PROCESSES/METHODOLOGIES.
2.1 CAPACITY PLANNING. Client will provide ALLTEL with semi-annual
forecasts, including the number of expected users, and account
and access line expectations, for the rolling twelve (12)
month period following the forecast, in order to establish an
annual baseline for ALLTEL to perform the Managed Operations
Services.
2.2 INCIDENT MANAGEMENT. ALLTEL will use its reasonable best
efforts to identify properly, record accurately and resolve
incidents in accordance with the Incident Management Process
set forth in Exhibit F and in furtherance of the following
objectives:
(a) Provide consistent, satisfactory, efficient and
timely resolution to any problem that negatively
impacts the delivery of service to customers,
business partners and internal clients;
(b) Minimize the impact of any service outage resulting
from a problem;
(c) Identify the root cause(s) of any problem; and
(d) If practicable, improve processes through analysis of
incident measurement data and accumulated experience.
A-2
This process is described in detail in the Incident Management Process
documentation available under separate cover.
2.3 CHANGE MANAGEMENT. Both ALLTEL and Client will use their
reasonable best efforts to follow the Change Management
Process set forth in Section 11 of the Agreement in connection
with the Managed Operations Services in furtherance of the
following objectives:
(a) Provide Client a "look ahead" schedule for ongoing
and planned changes. ALLTEL will monitor and track
changes against the applicable schedule; and
(b) Participate (both Client and ALLTEL) in meetings to
gain a mutual understanding of changes scheduled for
production, their impact, and risk; and
(c) Obtain approval for changes to Client production
processing schedules and production environments that
affect online or output schedules; such approval
cannot be unreasonably withheld; and
(d) Schedule times for software, equipment and
environment maintenance, expansion and modification
during hours that meet Client's operational needs and
minimizes disruption.
This process is described in detail in the Change Management Process
documented in the Software Development Methodology Process described in
Exhibit J.
3. SERVICE SCHEDULES.
3.1 INPUT PROCESSING. The input processing schedule is listed
below. Client must provide billing approval by the noted
deadlines.
PRODUCTION INPUT INPUT DEADLINE** DAYS
---------------------------- ---------------- --------------------
Wireline Online Cash 7:30 PM * Monday - Friday
Wireline Toll (In-collects) 3:00 PM Monday - Friday
Wireline Service Order Input 7:30 PM * Monday - Friday
CABS Input 7:00 PM * Monday - Friday
CAMS Input 7:30 PM * Monday - Friday
Billing Approval (CAMS) 1:30 PM Per Billing Schedule
Remittance Cash Payments 5:00 PM Monday - Friday
A-3
*Input Deadlines are directly tied to On-line Availability schedules in Exhibit
F and will be adjusted if the On-line Availability schedules are modified.
**Input Deadlines are stated in Central Standard Time (CST) for Access Lines in
Texas and in Mountain Standard Time (MST) for Access Lines in New Mexico and
Oklahoma.
A-4
dba COMMUNICATIONS, LLC
EXHIBIT B
FINAL
EXHIBIT B
MANAGED NETWORK SERVICES
This Exhibit describes the services, software and equipment that
constitute the "Managed Network Services." Managed Network Services
includes the business and service management, technical support, and
implementation activities described in this Exhibit and needed to
design, engineer, install, and maintain WAN network communications
required by Client to run its business.
1. GENERAL.
(a) ALLTEL throughout the term will provide the WAN and associated
Managed Network Services described in this Exhibit for the
following locations:
- Client Corporate Headquarters (Dallas, TX);
- Client Call Centers (Two (2) locations to be
designated by Client as provided in Section 2 of
Exhibit D);
- ALLTEL Information Services (Twinsburg, OH);
- ALLTEL Output Processing Center (Little Rock, AR);
and
- Client Central Offices for AMA collection (assuming a
total of fifteen (15) host connections will be
required).
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 the following locations:
- Client repair, assignment, and dispatch locations
(TBD)
Unless mutually agreed otherwise between the parties
(including agreement as to additional Service Fees and/or
Pass-Through Expenses), the locations set forth in this
subsection (b) are not within the scope of this Agreement.
2. DESCRIPTION OF MANAGED NETWORK SERVICES. ALLTEL shall perform the
following Managed Network Services for the locations set forth in
Section 1(a) and other locations as mutually agreed by the parties:
2.1 NETWORK ASSESSMENT.
(a) Analyze Client's business needs for a network to
determine strengths, weaknesses, and risks; and
(b) Analyze Client's business needs for IT staff and
processes and propose solutions.
2.2 NETWORK DESIGN, ENGINEERING AND IMPLEMENTATION.
(a) Plan and manage resources and activities;
(b) Design networks;
(c) Determine necessary hardware and software for network
implementation;
(d) Procure the required circuits and equipment;
(e) Provide documentation of network;
(f) Stage equipment;
(g) Coordinate project rollout;
(h) Unpack, inventory and install equipment;
(i) Verify versions of operating systems;
(j) Configure equipment according to design;
(k) Verify functionality of network devices;
(l) Perform testing and acceptance with Client;
(m) Conduct design reviews;
(n) Support for moves/adds/changes (MACS); and
(o) Implementation and integration.
2.3 TRANSPORT SERVICES. ALLTEL will procure and provide all
circuits necessary in support of Client's WAN including
managing the procurement, installation, testing and customer
certification of circuits. The following are examples of the
types of Transport Services that ALLTEL will procure and
provide:
(a) Asynchronous Transfer Mode (ATM);
B - 2
(b) Frame relay;
(c) Private line; and
(d) ISDN (dial backup).
Transport services do not include and ALLTEL is not
responsible for circuits such as transport services (dedicated
and dial) to Client central offices for AMA collection. Upon
request of Client, ALLTEL will provide this incremental
service as a Pass-Through Expense, plus a three percent (3%)
service administration fee.
2.4 SUPPORT AND MAINTENANCE SERVICES. ALLTEL will provide all
necessary maintenance services, either directly or through
existing or additional third-party vendor contracts, for all
WAN equipment and software procured by ALLTEL to provide the
Managed Network Services. ALLTEL will, at ALLTEL's expense
manage the vendor contracts in connection with ALLTEL
providing such support and maintenance services.
2.5 EQUIPMENT AND SOFTWARE.
(a) Except as set forth in subsection (c), ALLTEL will
provide all equipment required by the Client for the
WAN, including but not limited to:
(i) Terminating equipment for circuits (for
example CSU/DSU);
(ii) Routers;
(iii) Routing switches;
(iv) Data packet network; and
(v) Miscellaneous cables, etc. as required.
(b) ALLTEL shall provide all third party software on the
equipment provided by ALLTEL in connection with the
WAN.
(c) Client will provide all Local Area Network (LAN)
hardware and software to connect the WAN at the point
of demarcation. Client and ALLTEL shall mutually
agree on specifications for the LAN to connect to the
WAN.
2.6 MANAGEMENT SERVICES. Managed Network Services also include the
following services:
(a) 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
B - 3
Day, seven (7) Days a week.
(b) NETWORK MONITORING SERVICES. ALLTEL will provide WAN
monitoring services twenty-four (24) hours a Day,
seven (7) Days a week. ALLTEL will diagnose and
correct problems on the WAN twenty-four (24) hours a
Day, seven (7) Days a week.
(c) FAULT MANAGEMENT. ALLTEL will provide a real-time,
graphics-oriented management of WAN devices and
associated communication links. This will include the
detection, isolation, diagnosis and correction of WAN
problems. Monitoring will include WAN attached
devices that are connected to a data circuit.
(d) 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.
(e) THIRD PARTY/LOCAL 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.
(f) 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.
(g) 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.
(h) 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.
(i) PERFORMANCE REPORTING. ALLTEL will provide monthly
performance reports no later than the twelfth (12th)
business Day of the subsequent calendar month, by
network device, utilizing leading reporting packages.
Optionally, ALLTEL network engineers may be
contracted to work with Client to analyze these
reports and develop planning documents.
(j) OTHER REPORTING. ALLTEL will provide the following
monthly reports to Client no later than the twelfth
(12th) business Day of the subsequent calendar month:
B - 4
(i) INCIDENT TRACKING: This report shows the
incident classification, outage duration,
description, quantity and location of
reported problems.
(ii) 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.
(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) WAN AVAILABILITY: This report shows the
percentage availability of the WAN during a
specified period of time as described as the
WAN Availability Service Level in Exhibit F.
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 in providing the Managed Network
Services for the locations set forth in Section 1(a):
(a) Customer care center, including:
(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) Network Operation Center (NOC), including:
(i) Network monitoring and fault management;
(ii) Problem management;
(iii) Vendor dispatch (ALLTEL & third-party);
B - 5
(iv) Metric reporting; and
(v) Technical support (2nd and 3rd level
escalation, i.e., technical point of contact
for problem resolution).
(c) Network Delivery, including:
(i) Service order coordination;
(ii) Configuration management; and
(iii) Technical support (4th level escalation,
i.e., engineering point of contact for
problem resolution.
(d) Third-Party Maintenance and Service Contract
Ownership, including:
(i) Cisco SmartNet;
(ii) Nortel CSA; and
(iii) Paradyne CSU/DSU.
(e) Customer satisfaction and annual network planning (to
be conducted jointly with Client).
(f) Daily network monitoring and problem resolution,
including availability reporting.
(g) Service management activities, including account and
service reviews.
3.2 CLIENT RESOURCES AND RESPONSIBILITIES. Client shall provide
the following Client Resources:
(a) Providing the necessary contacts for financial
approvals and business planning;
(b) Supporting ALLTEL, when needed, for timely problem
resolution by providing contacts during problem
resolution;
(c) Providing technical support for Client locations
where ALLTEL cannot install equipment, such as
Central Office locations or other secured facilities;
(d) Following the specified change request and problem
reporting procedures as set forth in Exhibit F;
B - 6
(e) Submitting customer service requests per the WAN
service request process to be developed jointly by
Client and ALLTEL;
(f) Official central office / public network and its
peripherals for AMA, Alarms, and maintenance; and
(g) Responding to ALLTEL's satisfaction survey and annual
network planning (to be conducted jointly with
ALLTEL).
B - 7
dba COMMUNICATIONS, LLC
EXHIBIT C
FINAL
EXHIBIT C
OUTPUT PROCESSING SERVICES
This Exhibit defines the services that constitute "Output Processing
Services". ALLTEL agrees to provide Output Processing Services to Client during
the Term of the Agreement as described in this Exhibit.
1. DESCRIPTION OF OUTPUT PROCESSING SERVICES.
The following services constitute the Output Processing Services:
1.1 STATEMENT LAYOUT AND DESIGN SERVICES. Statement Layout and
Design Services consist of the following rototyping services
which set forth examples of document image layout and
conventions, which align with electronic laser imaging
features:
(a) SOFTWARE APPLICATIONS DEVELOPMENT. Programming and
testing applications designed to perform document
image enhancement and mail production process control
functions;
(b) THIRD-PARTY APPLICATIONS INTEGRATION AND
IMPLEMENTATION. Implementing and maintaining
third-party applications and tools designed to
support program development and mail management
applications such as sorting, packaging, and
manifesting;
(c) IMAGE ENHANCEMENT APPLICATIONS PROCESSING. Performing
production management functions as required by the
various applications steps, which comprise image
enhancement applications;
(d) MAIL MANAGEMENT APPLICATIONS PROCESSING. Production
management functions as required by the various
applications steps as required to process for mail
management applications; and
(e) PRODUCTION ASSURANCE APPLICATIONS PROCESSING.
Production management functions as set forth in
ALLTEL's standard operating procedure relating to the
A.MAIL.pas Production Assurance System.
1.2 MATERIALS PROCUREMENT, LOGISTICS AND PRODUCTION STAGING.
Materials Procurement, Logistics and Production Staging
consists of the following:
C - 1
(a) FORMS PROCUREMENT AND STAGING. Production management
functions as set forth in ALLTEL's standard operating
procedures relating to forms procurement and staging;
(b) ENVELOPE PROCUREMENT AND STAGING. Production
management functions as set forth in ALLTEL's
standard operating procedures relating to the
envelope procurement and staging; and
(c) THIRD-PARTY INSERT STAGING. Production management
functions as set forth in ALLTEL's standard operating
procedure relating to third-party insert staging.
1.3 LASER IMAGING. Electronic Laser Imaging consists of
controlling the electronic transmission of xxxx data and
subsequent electronic imaging in formats mutually agreed to in
advance by ALLTEL and Client.
1.4 MAIL FINISHING. Mail Finishing consists of the following:
(a) Insertion services consisting of those activities
surrounding the production and finishing of mail
pieces, including folding and inserting the xxxx
pages, a remittance envelope and Client-supplied
inserts into a mail envelope, which is sealed; and
(b) Finishing also includes packaging of mail for
distribution in compliance with the United States
Postal System's Domestic Mail Manual.
1.5 POSTAGE APPLICATION AND OPTIMIZATION. Postage Application and
Optimization consists of the following:
(a) Measuring and assigning the appropriate amount of
postage to each mail piece; and
(b) Record keeping in sufficient detail to satisfy
recognized accounting expectations by Client and the
United States Postal Service.
1.6 MAIL DISTRIBUTION. Mail Distribution consists of preparing
manifests and distribution documentation as required by the
U.S. Postal Service and other intermediaries nominated as
delivery agents.
1.7 SPECIAL HANDLING.
(a) Handle and distribute invalid ZIPs, foreign mail,
pulled statements, CABS bills and held bills will be
handled and distributed according to special
procedures to be agreed upon prior to conversion to
ALLTEL's output processing system.
C - 2
(b) Bills in excess of eleven (11) ounces will be
packaged to specifications to be agreed upon by
Client and ALLTEL.
1.8 QUALITY CONTROL. Follow ALLTEL's standard body of quality
control procedures and deliver through automated process and
quality assurance tracking systems. In addition,
Client-specific quality testing procedures will be implemented
as mutually agreed upon by the parties.
1.9 REPORTING. ALLTEL will provide the following reports regarding
Output Processing Services to Client:
(a) Daily Job Status Report: Upon request of Client,
ALLTEL will provide during the next work Day, a
report showing the job release/approval date and
time, scheduled mail date, and completion date and
time for each job processed for the Client during the
previous Day.
(b) Month End Performance Reporting: This monthly report
shows all jobs processed by AOPC for the Client. This
report details all types of billing (end-user, CABS,
notices, etc.), shows monthly totals by xxxx type,
and a cumulative total for the calendar year. This
report will also detail job status such as mailed
early, mailed on-time, mailed Client late, or mailed
ALLTEL late. Late mailings will have a detailed
explanation as to why the job was late.
(c) Month End Postage Report: This monthly report will
detail postage, shipping, and freight charges for the
Client by job with a cumulative total for the month.
All month end reports regarding Output Processing Services
will be sent to the Client no later than the eighth (8th)
business Day of the subsequent calendar month.
2. ROLES AND RESPONSIBILITIES OF ALLTEL AND CLIENT.
2.1 ALLTEL RESPONSIBILITIES.
(a) PERSONNEL AND EQUIPMENT. In addition to the
obligations otherwise set forth in this Exhibit,
ALLTEL will supply the necessary personnel to manage
and operate ALLTEL's output processing facility and
will provide document imaging and insertion equipment
necessary to process Client's data as described in
this Exhibit.
(b) GENERAL. In addition to the obligations otherwise set
forth in the Exhibit:
(i) ALLTEL will be responsible for document
imaging and mail finishing equipment and
associated usage, maintenance and supply
C - 3
costs.
(ii) ALLTEL will schedule and perform appropriate
preventative maintenance on post-processing
equipment.
(iii) ALLTEL will manage form, envelope, insert
and supply inventories to meet production
schedule requirements.
(iv) ALLTEL will be responsible for procurement,
logistics and production site staging of
custom designed forms and envelopes related
to initial xxxx layout and design as
specified by Client.
(v) ALLTEL will maintain required printer and
inserter operating software, including
backup and safekeeping.
(vi) ALLTEL will follow established procedures
for the recovery of missing or damaged
output.
(vii) ALLTEL will add POSTNET Barcodes to document
imaging and transform imaged formats to meet
pre-determined format specifications.
(viii) ALLTEL will prepare U.S. Postal
Service-specified manifesting documents and
manifest archives as required to distribute
mail on a manifested basis.
(ix) ALLTEL will accept Client's instructions
regarding a delivery method other than U.S.
mail for special handling bills (i.e.,
special runs only).
(c) ELECTRONIC IMAGING SERVICES.
(i) ALLTEL will prepare the appropriate
production fulfillment logs necessary for
each job.
(ii) ALLTEL will be responsible for materials
staging and electronic equipment setup and
operation.
(iii) ALLTEL will perform quality checks designed
to verify good laser imaging quality,
properly imaged logos and properly sequenced
and complete packaging.
(d) XXXX INSERTION AND POSTAGE APPLICATION.
(i) ALLTEL will prepare the appropriate internal
and external mail control documents
necessary for each job.
C - 4
(ii) ALLTEL will be responsible for production
control, sequencing and inserter setup and
operation.
(iii) ALLTEL will perform quality checks designed
to verify mail pieces are properly finished.
(iv) ALLTEL will sort, insert, weigh, and assign
postage to all xxxx types (i.e., regular
bills, chubbies, CABS bills, foreign bills,
etc.). For purposes of this agreement, the
term "Chubbies" means Bills that (i) must
manually be inserted in mailing envelopes by
ALLTEL because they contain too many pages
to be handled by the inserter machines, or
(ii) do not have postage affixed by the
inserter.
2.2 CLIENT RESOURCES AND RESPONSIBILITIES. Client
Resources and responsibilities are as follows:
(a) Client (or its designee) will provide an
Electronic Xxxx Release Approval (EBRA) at
which time ALLTEL is authorized to produce
and release (distribute) the respective mail
job. (The respective mail job is considered
delivered by ALLTEL when it is both
available for imaging and an independent
EBRA is tolled via the established E-Mail
system. Because ALLTEL dataset deliveries of
Client-generated image queues require
transfer of imaged data to ALLTEL's
independent production environment, an
independent (electronic mail-based) release,
containing xxxx count and dollar amount
proof totals, is required from the Client or
the designated originating processing unit.
The EBRA is required in addition to
internally supplied proof totals within the
transferred data stream.)
(b) Client will provide inserts, including
delivery to ALLTEL in compliance with
ALLTEL's materials acceptance standards.
Client's inserts must be paper which can be
handled by ALLTEL's automated inserter
equipment.
(c) Client will notify ALLTEL if Client will
include in a cycle more inserts than two (2)
inserts per xxxx or any inserts in
treatments. In such event, Client will allow
ALLTEL reasonable additional time of
performance for such cycle (and take into
account the additional time needed when
calculating the applicable Service Level
under Exhibit F). The number of inserts
shall be limited to the capacity of ALLTEL's
inserters, but in no event shall such
requirement be more than five (5) inserts
per xxxx or treatment;
(d) Client will provide ALLTEL reasonable notice
of required forms
C - 5
change or reimburse ALLTEL for the direct
cost of unusable inventory. ALLTEL reserves
the right to order up to three (3) months'
supply of forms and envelopes.
(e) Client will provide extract schedules for
each exchange area and specific customers
and CABS cycles as required by ALLTEL.
(f) Client will provide a list of changes that
occur per xxxx cycle and will meet with
ALLTEL at least monthly regarding xxxx
quality.
(g) Client shall specify any delivery method
other than U.S. mail.
(h) Client will schedule its audit, testing and
quality assurance activities at times and in
a manner designed not to cause workflow
delays.
(i) Client shall provide ALLTEL with
specifications for Client's initial xxxx
format (subject to ALLTEL's standard
operating procedures) no later than
one-hundred twenty (120) Days prior to the
first conversion.
3. OTHER.
3.1 MATERIALS. The following materials will be used for bills and
notices unless otherwise specified:
(a) 20# perforated banner page with laser-printed logos
and background;
(b) standard 8.5x11 inch white (non pre-printed) for
sheets 2...n;
(c) standard 8.5x11 inch white pre-printed logo paper for
CABS bills; and
(d) Mailing envelopes: standard #10 double cellophane
window or large window envelope for CABs bills and
chubbies; and; Remittance: standard pre-printed #9
single die-cut window.
3.2 DOCUMENT IMAGING. ALLTEL will provide all document imaging for
residential bills and disconnect notices will be in duplex
mode (laser imaging on both sides). Document imaging for large
commercial bills can be optionally imaged in duplex (front and
back) mode. CABS bills can be printed either simplex or duplex
depending on mutually agreed upon Client specifications.
Output processing print media shall be made to comply with
Client-requested xxxx formatting specifications within a
reasonable time frame which shall be ALLTEL's reasonable best
efforts to meet any applicable deadline of which Client has
notified ALLTEL for regulatory authority xxxx formatting
changes and not to exceed ninety (90) Days from date of
request for all other modifications or
C - 6
changes to ALLTEL's existing format at that time. All such
changes shall be made in accordance with the Change Management
Process described in Section 4 of this Exhibit.
3.3 LASER IMAGING. All laser imaging will be single-color (black).
3.4 TYPICAL MAIL PIECE. A typical mail piece will include:
(a) Mailing envelope
(b) Xxxx
- Sheet 1, Page 1 - Banner page with
laser-printed logo and perforated remittance
stub. (ALLTEL reserves the right to move and
reformat addresses on the banner to comply
with postal specifications.)
- Sheet 1, dynamically laser-printed backer,
with variable data as specified and or
static data as specified
- Sheet 2...n, Duplex imaged detail with
optional quadruplexed imaging for condensing
logical pages onto same side
(c) Remittance envelope
(d) Client-supplied inserts
(e) Typical CABS bills include the mailing envelope and
the laser imaged xxxx which consist of simplex or
duplex printed 8.5x11 inch forms.
3.5 WASTED FORMS. Wasted forms caused by Client's changes to stock
forms and/or envelopes will be charged to the Client at
ALLTEL's cost.
3.6 RETURN ADDRESSES. Return addresses, boxes and lines will be
supplied by the imaging equipment printer.
4. CHANGE MANAGEMENT PROCESS. The Change Management Process for Output
Processing Services shall be initiated by Client's completion of an
"AOPC Change Service Order" which shall be the Change Order for
purposes of Section 11.1 of the Agreement. Client shall submit the AOPC
Change Service Order to the ALLTEL AOPC Programming Manager. Each AOPC
Change Service Order shall be agreed upon and prioritized in accordance
with the Change Management Process. An estimate of time of completion
shall be communicated to Client and shall be tracked in Solve, which is
the change control system used in connection with ALLTEL's Output
Processing Services.
C - 7
dba COMMUNICATIONS, LLC
EXHIBIT D
FINAL
EXHIBIT D
CALL CENTER SERVICES
This Exhibit describes the design, implementation and consulting
services that constitute the "Call Center Services."
1. ALLTEL RESPONSIBILITIES.
1.1 CALL CENTER SERVICES TO BE PERFORMED BY ALLTEL. ALLTEL will
provide consultation services for the design and
implementation of Client's two (2) inbound customer service
call center facilities (the "Call Centers") upon Client's
request. The plan will include scope of work, level of effort,
duration, milestones, critical path, dependencies, and
responsibilities for the Client and ALLTEL. Client is under no
obligation to obtain Call Center Services, except for those
Call Center Services provided prior to the Effective Date.
ALLTEL shall provide consulting and project management
services necessary to perform the Call Center activities
designated as an ALLTEL responsibility in Attachment 1 to this
Exhibit D, including, but not limited to the following;
provided, however, that ALLTEL shall not be responsible for
any of the following if not requested by Client:
(a) Conduct the site selection process including
conducting site visits, evaluating economic
indicators, evaluation of available space, assisting
Client with site selection, participating in
negotiation of contracts and leases at Client's
request, and managing the development of
architectural plans for renovation;
(b) Assist Client in retaining a construction firm who
will obtain necessary building permits and approvals
and implement the approved architectural and
engineering plans;
(c) Assist in the oversight of construction or
renovation, including deployment of appropriate
furniture and equipment;
(d) Develop and manage the deployment of call routing
plans based on Call Center locations in relation to
Client Access Lines;
(e) Manage the vendors who will deploy Client hardware
and software including but not limited to ACD/PBX,
desktop computers, fax machines, network
infrastructure, IVR, and application servers;
(f) Manage the implementation of desktop applications;
D - 1
(g) Define and verify Call Center voice and data circuit
requirements;
(h) Develop a deployment and testing plan for the Call
Center LAN/WAN environment inclusive of associated
voice and data circuits;
(i) Manage the completion of a testing plan for the Call
Center LAN/WAN environment inclusive of associated
voice and data circuits;
(j) Provide an on-line reference manual when part of the
ALLTEL Software; and utilize Client-provided
information in the development of the Call Center
reference materials; all Client reference material
will be developed and/or provided by Client in HTML
format;
(k) Develop a Call Center forecasting and staffing model
projecting the initial thirty-six (36) month
estimated staffing requirements;
(l) Develop Call Center operational business processes,
methods and procedures based on defined Client
operational practices, policies, procedures, and
products and services;
(m) Develop quality awareness processes and procedures
based on defined Client quality awareness goals and
objectives; and
(n) Provide management and supervisory mentoring and
support for a duration of up to thirty (30) Days
following the opening of the Call Centers.
1.2 ADDITIONAL CALL CENTER SERVICES. Upon request by Client,
ALLTEL shall provide additional Call Center Services, as
mutually agreed by the parties, to assist Client in
implementing the Call Centers. The Service Fees for additional
Call Center services shall be as mutually agreed to by both
parties.
2. CLIENT RESOURCES AND RESPONSIBILITIES.
2.2 INITIAL CALL CENTER ACTIVITIES. In addition to Client
Resources and responsibilities indicated in Attachment 1 to
this Exhibit, Client shall provide the following Client
Resources and responsibilities necessary for ALLTEL to provide
the Call Center Services:
(a) Approved conversion schedule no later than
one-hundred eighty (180) Days prior to first Access
Line conversion;
(b) Notify ALLTEL in writing of Call Center cities no
later than December 6, 1999;
D - 2
(c) Notify ALLTEL in writing of Call Center sites no
later than December 6, 1999;
(d) Executed lease agreements on selected sites no later
than December 15, 1999;
(e) Descriptions of products and services, processes and
procedures currently offered by Access Line markets
being acquired no later than one-hundred fifty (150)
Days prior to first Access Line conversion;
(f) Call center statistical information for the servicing
of the Access Lines being acquired no later than
one-hundred twenty (120) Days prior to first Access
Line conversion. This information must include, but
is not limited to, calling volumes, daily
distribution of calls, distribution of calls by call
type (new order, service, billing inquiry, trouble
shooting, collections); and
(g) Except as set forth in Exhibit B, all the computer
hardware, software, software licenses, CTI, equipment
(up to and including PBX, ACD, IVR, application
servers and data network equipment), and equipment
licenses, including personal computers and printers
and telephone instruments including headsets and
replacements at Call Center in sufficient quantities
and in good repair, with sufficient performance
characteristics and at the necessary times required
for ALLTEL to perform the Call Center Services
(including all data service units, modems, hubs,
routers and LAN operating system software).
2.3 OPERATION OF THE CALL CENTERS. Client shall be responsible for
all daily operational requirements of the Call Centers,
including but not limited to maintenance and on-site technical
support. Technical support will consist of desktop application
support and maintenance within the Call Center, the Client LAN
environment contained within the Call Centers, administration
of the ACD(s), (i.e. moves, adds and changes within the ACD,
required as part of the Call Center operations),
administration and maintenance of the workforce management
applications(s), and administration and maintenance of the
voice and data recording (quality assurance) application.
3. TIMELINE. Each party agrees and acknowledges that each Call Center will
have unique requirements and specifications and that timely development
and implementation of the Call Centers is dependent upon timely
participation of both parties. Commitment dates will be mutually agreed
upon by the parties and will be based on final Call Center requirements
mutually agreed to by both parties.
D - 3
dba COMMUNICATIONS, LLC
EXHIBIT D
FINAL
ATTACHMENT 1
CALL CENTER SERVICES
Below is a key activity list. It includes major tasks and deliverables that will
be addressed during design and implementation of the Call Centers. The following
roles and responsibilities are applicable as the Call Center Services are
provided by ALLTEL at the Client's request.
P -- Primary Responsibility
S -- Secondary Responsibility
Note: Where both parties have been identified as primary, the responsibility is
shared.
CALL CENTER IMPLEMENTATION OUTLINE
ROLES AND RESPONSIBILITIES ALLTEL CLIENT
---------------------------------- ------ ------
1. PROJECT PLANNING
1.1 Meeting with Executive/Sr. Mgmt project leaders
1.1.1 Business Plan review S P
1.1.2 Corporate strategies, goals, objectives S P
1.1.3 Call center vision S P
1.2 Assemble team P P
1.3 Planning meetings P
1.4 Define objectives P P
1.5 Identify constraints P P
1.6 Determine level of effort P P
1.7 Create timeline P P
1.8 Define change management process P P
1.9 Define communications plan P P
1.10 Approve plan P
2. STAFFING/FORECASTING/SIZING
2.1 Determine business needs S P
2.2 Collect data
2.2.1 Customer base P S
2.2.2 Line count P S
2.2.3 Billing cycles P S
2.2.4 Business/Residential ratios P S
2.2.5 Existing call volume history P S
2.3 Develop staffing models P
2.4 Create capacity planning models P
3. CITY SELECTION
3.1 Identify target cities P P
3.2 Perform demographic analysis P
3.3 Conduct on-site visits P S
3.4 Advise of municipal/government considerations P S
3.5 Collect information from
3.5.1 Chamber of commerce P
3.5.2 Economic development commission P
3.6 Perform high level review of available population P
3.7 Identify available infrastructure P
3.8 Select cities P
4. SITE SELECTION
D - 4
CALL CENTER IMPLEMENTATION OUTLINE
ROLES AND RESPONSIBILITIES ALLTEL CLIENT
---------------------------------- ------ ------
4.1 Determine facility needs P
4.2 Assess site availability P
4.3 Determine sites S P
4.4 Site approval meeting P P
4.5 Negotiate contracts P P
5. ARCHITECTURAL DESIGN MANAGEMENT
5.1 Retain architect P S
5.2 Develop blue prints P
5.3 Interior design P S
5.4 Approve plans S P
6. FACILITIES BUILD OUT MANAGEMENT
6.1 Retain construction firm P S
6.2 Obtain building permits P
6.3 Site preparation P
6.4 General construction P
6.5 HVAC P
6.6 Telecommunications P
6.7 Electrical P
6.8 Install furniture, fixtures & equipment P
7. BUSINESS PROCESSES
7.1 Determine support requirements
7.1.1 Products & services P S
7.1.2 Local feature availability P S
7.1.3 Rates structures S P
7.1.4 Billing cycles S P
7.1.5 Identify PUC requirements S P
7.2 Determine system capabilities
7.2.1 Document work flow P
7.2.2 Document systems capabilities P
7.3 Determine customer interaction
7.3.1 Identify call types P
7.3.2 Identify administrative work P
7.4 Develop interfaces requirements and SLA's with departments
7.4.1 Finance P P
7.4.2 Accounts receivable P P
7.4.3 Engineering P P
7.4.4 Installation/Repair P P
7.4.5 Facilities assignment/911 P P
7.4.6 Marketing/advertising P P
7.4.7 Credit management P P
7.5 Perform gap analysis P P
7.6 Develop High level processes P P
7.7 Approval process P P
7.8 Develop detailed processes P P
7.9 DEVELOP/DOCUMENT CLIENT REFERENCE MATERIAL
7.9.1 PRODUCTS P
7.9.2 SERVICES P
7.9.3 CORPORATE POLICIES P
7.9.4 CORPORATE PROCEDURES P
7.9.5 RATES P
7.9.6 TARIFFS P
D - 5
CALL CENTER IMPLEMENTATION OUTLINE
ROLES AND RESPONSIBILITIES ALLTEL CLIENT
---------------------------------- ------ ------
7.9.7 CALL CENTER POLICIES P S
7.9.8 CALL CENTER PROCEDURES P S
7.9.9 HUMAN RESOURCE POLICIES P
7.9.10 HUMAN RESOURCE PROCEDURES P
7.9.11 CUSTOMER SERVICE REPRESENTATIVE SCRIPTS P S
7.9.12 DOCUMENT MANAGEMENT S P
8. CALL ROUTING PLANS
8.1 Identify calling methods P
8.2 Determine routing needs P
8.3 Negotiate with 800 service vendors (if needed) S P
8.4 Develop routing plans P
8.5 Testing P
8.6 Engage temporary/test plans P
8.7 Engage permanent plans P
8.8 Develop maintenance plan routing schemes & contingency P
9. PERSONNEL
9.1 Review staffing models P
9.2 Review business processes P
9.3 Review service level agreements P
9.4 Human Resources
9.4.1 Develop organizational chart P S
9.4.2 Develop core competencies P S
9.4.3 Develop job descriptions P S
9.4.4 Develop compensation plans P P
9.4.5 Develop sales/service incentive programs P P
9.4.6 401K P
9.4.7 Health care P
9.4.8 Vacation P
9.4.9 Attendance P
9.4.10 Ethics P
9.4.11 Disciplinary P
9.4.12 Background checks P
9.4.13 HR legal P
9.4.14 Union interfaces P
9.4.15 Federal compliance's P
9.5 Hiring
9.5.1 Develop job postings S P
9.5.2 Job fairs, advertising, recruiters S P
9.5.3 Receive resumes S P
9.5.4 Setup interviews S P
9.5.5 Interviews S P
9.5.6 Offer/acceptance S P
9.5.7 Employee orientation S P
9.6 Quality Awareness
9.6.1 Develop QA objectives for the agents with management P
9.6.2 Determine reports and information for measurement tools P
9.6.3 Develop agent observation checklist P
9.6.4 Develop feedback process P
9.7 Mentoring & training supervisors and managers
D - 6
CALL CENTER IMPLEMENTATION OUTLINE
ROLES AND RESPONSIBILITIES ALLTEL CLIENT
---------------------------------- ------ ------
9.7.1 Recommend service level and other measurement objectives P
9.7.2 Identify performance standards for all positions
(agents/supervisors/managers) P
9.7.3 Train on use of ACD reports to measure performance P
9.7.4 Train for the use of monitoring and performance coaching P
9.7.5 Conduct workshops for monitoring calibration P
9.7.6 Provide mentor on supervisory/management duties to ensure
effective evolution of center management P
10. EQUIPMENT
10.1 Needs assessment
10.1.1 Identify business requirements P
10.1.2 Develop functional requirements P
10.1.3 Identify desired/required interfaces P
10.1.4 Define general specifications P
10.2 Identify potential solutions providers P
10.3 Develop/distribute RFP P S
10.4 Manage RFP process
10.4.1 ACD P S
10.4.2 VRU P S
10.4.3 Call center WFM software P S
10.4.4 Quality monitoring software P S
10.4.5 LAN/WAN system P S
10.5 Select vendor S P
10.6 Equipment ownership P
10.7 Manage Installation (2 sites)
10.7.1 ACD P
10.7.2 VRU P
10.7.3 LAN/WAN hardware software P
10.7.4 Testing
10.7.4.1 Integration of equipment P
10.7.4.2 Participate in platform installation testing P
10.7.4.3 Integration with interfaces P
11. CIRCUITS
11.1 Determine Telecom/carrier circuit requirements P
11.2 Receive vendor quotes P
11.3 Make vendor selections P P
11.4 Order circuits P
11.5 Manage installation P
11.6 Testing P
12. CENTER OPENING
12.1 Pre-opening final test for integrated systems P
12.2 Monitoring all process and systems P
D - 7
dba COMMUNICATIONS, LLC
EXHIBIT E
FINAL
EXHIBIT E
SERVICE FEES
Service Fees for the Services, as defined in the Agreement, are set
forth below, and the amounts and conditions are effective through the Term of
the Agreement. The Service Fees do not include Pass-Through Expenses, as defined
in the Agreement.
1. SERVICE FEES FOR CONVERSION SERVICES.
1.1 SERVICE FEES FOR CONVERSION. The total Service Fees payable by
the Client to ALLTEL for the Conversion Services described in
Exhibit L ("Conversion Fees") and rendered by ALLTEL from
September 24, 1999 through the Conversion Completion Date
(excluding any increases in Service Fees attributable to
changes to the Conversion Services as described in Exhibit L,
conversions of access lines other than the Access Lines,
Pass-Through Expenses in accordance with Section 7 of this
Exhibit, and Gap Closures described in Section 1.2) shall be
[*****] Dollars ($[*****]). ALLTEL shall invoice Client the
Conversion Fees in thirty-six (36) equal monthly installments,
together with interest computed as set forth below. The total
Conversion Fees for Conversion Services performed as of the
date of calculation, plus interest accrued thereon in
accordance with this Section 1.1, less Conversion Fees and
interest paid to ALLTEL shall be referred to as the
"Capitalized Conversion Fees." The first (1st) monthly
installment of Conversion Fees shall be due and payable on
December 30, 1999, and subsequent monthly installments shall
be due and payable on the thirtieth (30th) of each month
thereafter. No interest shall accrue on the unpaid balance of
Conversion Fees until July 1, 2000. Commencing July 1, 2000,
the unpaid balance of Service Fees for Conversion Services
shall bear interest at the rate of [*****] percent [*****] per
annum. ALLTEL shall invoice and Client shall pay the interest
charges on a monthly basis. After January 1, 2001, if Client
has paid all Service Fees due under this Agreement during the
previous twelve (12) months by the due date, the interest rate
shall be reduced to [*****] percent [*****] per annum for so
long as Client pays all Service Fees due by the due date.
Client may at any time pre-pay all or a portion of the
Conversion Fees without penalty.
1.2 GAP CLOSURES. Services related to Gap Closures are not
included in the Service Fees specified in Section 1.1. "Gap
Closures" are only those modifications to the ALLTEL Software
required to meet regulatory requirements for those states in
which the Access Lines are located. Other modifications to
meet Client business requirements are not Gap Closures and
shall be requested by Client and prioritized, scheduled and
completed by the Variable Staff in accordance with Exhibit J.
ALLTEL estimates the Service Fees for Gap Closures performed
during Conversion Services to fall within the range of
$[*****] to $[*****]. Separately by state and after gaps have
been identified for that state, ALLTEL will provide Client
with a list of Gap Closures and an estimate of the
hours and Service Fees associated with those Gap Closures.
Also separately by state, ALLTEL shall invoice Client the
actual Service Fees associated with Gap Closures in that state
at the conclusion of Gap Closure for the Access Lines in that
state, but not later than June 30, 2000.
1.3 ASSUMPTIONS. The Service Fees for Conversion Services are
based on the assumptions set forth in Section 5 of Exhibit L.
Any changes to those assumptions or any failure on the part of
Client to timely fulfill its obligations described in Exhibit
L, including, but not limited to, timely provision of Client
Resources, which adversely affect the time or cost to provide
the Conversion Services may result in an increase in Service
Fees related to Conversion Services.
1.4 SERVICE FEES FOR FUTURE CONVERSIONS. ALLTEL agrees that the
Service Fees for future conversions (i.e., conversions of
additional access lines to be acquired by Client or any
Affiliate other than the Conversions of the Access Lines
described in Exhibit L) shall be as mutually agreed by the
parties at the time of the future conversions; provided that
the Service Fees, excluding gap closures, for conversions of
between 50,000 and 500,001 additional access lines shall not
exceed the following:
NUMBER OF ACCESS LINES TO BE
CONVERTED IN A FUTURE CONVERSION SERVICE FEES PER ACCESS LINE
-------------------------------- ----------------------------
50,000 to 200,000 access lines $[*****] per access line
200,001 to 500,000 access lines $[*****] per access line
The Service Fees for access lines for any such conversion
shall be at the lowest marginal rate set forth above.
1.5 ENHANCEMENTS PRIOR TO CONVERSION. Client and ALLTEL have
agreed that certain enhancements specifically requested and
prioritized by Client will be completed prior to Conversion.
Those "Pre-Conversion Enhancements" are set forth in
Attachment 3 to this Exhibit E. ALLTEL estimates that the
total effort to complete the Pre-Conversion Enhancements will
be 13,400 hours. ALLTEL agrees to provide resources estimated
at 9,300 hours. Client agrees to provide resources using
Variable Staff up to 4,100 hours. If the parties mutually
agree that the Pre-Conversion Enhancements may jeopardize
meeting the Target Conversion Dates (as defined in Exhibit L),
Client agrees to evaluate the criticality of each
Pre-Conversion Enhancement and to postpone those
Pre-Conversion Enhancements which are not business critical
until after the Conversion Completion Date. ALLTEL provided
resources and Client's Variable Staff shall begin work on the
Pre-Conversion Enhancements no later than January 1, 2000.
2. SERVICE FEES FOR MANAGED OPERATIONS SERVICES AND NETWORK OPERATIONS
SERVICES.
E - 2
2.1 ACCESS LINE CHARGES. For each Access Line for which ALLTEL is
then providing Managed Operations Services, Client shall pay
the incremental charge ("Access Line Charges" or "ALCs") set
forth in the following table. The number of Access Lines upon
which the ALC is calculated shall be determined as of the end
of the month based on the Customer Access Line and Equipment
Report generated through CAMS, plus any non-LEC lines, if
applicable. The ALCs may be modified over time only as
expressly set forth in the Agreement and this Exhibit E.
ALLTEL shall invoice Client the ALCs monthly, one month in
arrears.
INCREMENTAL VOLUMES PRICING LEVELS FOR INCREMENTAL VOLUME
(IN # ACCESS LINES) (IN $/PER ACCESS LINE)
-------------------- -------------------------------------
0 - 600,000 US$[*****] per line per month
600,001 - 750,000 US$[*****] per line per month
750,001 - 1,000,000 US$[*****] per line per month
For example, if Client has 800,000 Access Lines, the monthly
Access Line Charge would be $1,831,500, which is the sum of
(i) 600,000 Access Lines at $2.34 per Access Line; (ii)
150,000 Access Lines at $2.15 per Access Lines; and (iii)
50,000 Access Lines at $2.10 per Access Line.
In the event that the total number of Access Lines processed
for Client by ALLTEL exceeds 1,000,000, Client and ALLTEL
agree to negotiate in good faith to determine fair and
reasonable Access Line Charges for ALLTEL's processing of
Access Lines exceeding 1,000,000.
2.2 COSTS ASSOCIATED WITH REBILLING. The increase in Service Fees
(excluding Service Fees for Output Processing Services) in
connection with a Client Error that necessitates a xxxx re-run
in accordance with Section 17.3 of the Agreement shall be
equal to ALLTEL's actual cost of performing the re-run in an
amount not to exceed $40,000 per xxxx cycle. The increase in
Service Fees for Output Processing related to such billing
re-run shall be as set forth in Section 6 of this Exhibit.
2.3 DISASTER RECOVERY SERVICES. Disaster Recovery Services related
to the Managed Operations Services and Managed Network
Services are included in the Access Line Charges set forth in
Section 2.1 of this Exhibit.
3. SERVICE FEES FOR CALL CENTER SERVICES. ALLTEL shall provide the Call
Center Services described in Exhibit D and as compensation therefore
Client shall pay Service Fees for Call Center Services as set forth in
Attachment 1 to this Exhibit (dba Call Center Implementation). The
hours set forth in Attachment 1 is an estimate of hours anticipated by
consultant category. Client will be billed monthly for actual hours by
consultant category at the rates set forth in Attachment 1. Service
Fees for Call Center Services shall include those incurred prior to the
Effective Date.
E - 3
4. SERVICE FEES FOR TRAINING SERVICES. Client shall compensate ALLTEL for
the Training Services described in Exhibit M for the Service Fees
described below. ALLTEL will invoice Client for such Training Services
on a monthly basis, one (1) month in arrears.
4.1 CALL CENTER APPLICATION TRAINING AND NON-CALL CENTER
APPLICATION TRAINING.
RATE TRAINING SERVICES
---- -----------------
US$2,500 per Day per - For Call Center Application Training, described in Section 1.2
class of Exhibit M and Non-Call Center Application Training described in
Section 3 of Exhibit M; and
- For Phase I Trainer Development, described in Section 2 of Exhibit M.
US$700 per Day - For Phase II, Phase III, and Phase IV Trainer Development, described
per class in Section 2 of Exhibit M.
4.2 CALL CENTER STAFF TRAINING. ALLTEL shall provide the
development and customization of the training materials for
the Call Center Staff Training described in Section 1.1 of
Exhibit M at the rates set forth in Attachment 2 to this
Exhibit. Subject to Section 20 of the Agreement, Client shall
have a perpetual, royalty-fee right to use such training
materials to provide training by either Client or Client's
nominee. The hours set forth in Attachment 2 are estimates of
the hours needed for training development for all of the
classes described in Section 1.1 of Exhibit M. Upon request by
Client to develop and customize training materials for a
particular Call Center Staff Training class, ALLTEL will
develop and customize the requested training materials for an
hourly rate of $[*****] and Client will be billed monthly for
actual hours by consultant category at the rates set forth in
Attachment 2. Once developed and customized, Call Center Staff
Training and Trainer Development for Call Center Staff
Training shall be at the rates set forth in Section 4.1 for
Trainer Development.
4.3 Travel and related out-of-pocket expenses for Training
Services shall be considered "Pass Through Expenses" payable
to ALLTEL in accordance with this Agreement.
4.4 The Service Fees for Training Services set forth in Sections
4.1 and 4.2 of this Exhibit apply from the Effective Date
through the last Day of the sixth (6th) month following the
Conversion Completion Date. Beginning on the first day of the
seventh (7th) month following the Conversion Completion Date,
any Training Services provided by ALLTEL shall be provided in
accordance with Section 4 of Exhibit M and for such Service
Fees as are mutually agreed to by the parties.
4.5 CERTIFICATION. Client agrees to participate in a certification
process to ensure continuity of quality of teaching material
when Client Trainers are delivering training. An ALLTEL
trainer will attend a training session being delivered by the
Client Trainer to determine whether the Client Trainer has
achieved a level of
E - 4
quality measurement to merit certification. Client will be
billed at a rate of $250.00 per hour for ALLTEL's
participation in the Trainer certification process.
5. SERVICE FEES FOR VARIABLE STAFF.
5.1. SERVICE FEES PER RESOURCE. The Service Fees for each of the
Variable Staff defined in Section 9.3 of the Agreement and
described in Exhibit J are as follows:
SERVICE FEES PER RESOURCE
FUNCTIONAL CATEGORY PER HOUR
------------------- -------------------------
Application Services and Development US$[*****]
Table Administration US$[*****]
* Rate applies from the Effective Date through the last Day of
the twelfth (12th) month following the Managed Operations
Commencement Date.
Beginning with the first day of the thirteenth (13th) month
following the Managed Operations Commencement Date, the
Service Fees for Table Administration shall be calculated at
ALLTEL's then-current rate for Table Administration as set
forth in Section 5.3 of this Exhibit.
The Service Fees include, for each Variable Staff, salaries,
benefits, taxes, training, space, supplies, equipment and
software, and personnel administration and supervision, and
various overhead costs. Except for the Service Fees for
Variable Staff, Client shall not be responsible for any other
costs related to the Variable Staff, including without
limitation, Pass-Through Expenses, except as specifically
described in Section 9.4 of the Agreement or Section 7 of this
Exhibit with respect to the Variable Staff.
5.2 VARIABLE STAFF TRUE UP. The Service Fees for Variable Staff
are subject to the adjustment described in this Section. The
minimum number of billable hours per Variable Staff FTE per
contract month (the "Minimum Billable Hours") shall be one
hundred thirty-two (132) hours. Commencing with the Managed
Operations Commencement Date, ALLTEL shall record and report
to Client on a quarterly basis and by functional category the
actual number of billable hours worked by the Variable Staff
FTEs on Client's behalf during the preceding quarter (the
"Actual Billable Hours"). For each functional category, within
thirty (30) Days after the end of each quarter, the Actual
Billable Hours worked for such quarter shall be compared to
the Minimum Billable Hours for such quarter. For purposes of
calculating whether the Minimum Billable Hours exceed Actual
Billable Hours, the Minimum Billable Hours shall be reduced by
any hours during which the Variable Staff FTE is available
(based on six (6) hours per Day) and Client has not directed
ALLTEL to perform any Services utilizing such Variable Staff.
For each functional category, if the Minimum Billable Hours
exceed the Actual Billable Hours, the number of hours by which
the Minimum Billable Hours exceeded the Actual Billable Hours
shall be carried over to the next quarter (and to subsequent
quarters if necessary but for no more than one (1) year) and
E - 5
Client shall be entitled to additional Variable Staff hours in
the next quarter at no additional charge in the amount of the
carryover. As set forth in Exhibit J (Variable Staff), Client
agrees to a Minimum Resource Level of five (5) Variable Staff
for Application, Development and Support and four (4) Variable
Staff for Table Administration (subject to reductions
permitted under Section 19.4 and Exhibit P). For each
functional category, Client shall be required to pay the
monthly Service Fees for the one hundred thirty-two hours
(132) for each Variable Staff FTE regardless of whether any of
the Minimum Billable hours are not used in the current month
or are carried over. For each functional category and except
to the extent of any unused carryover of Minimum unbilled
hours, if the Actual Billable Hours exceed the Minimum
Billable Hours, ALLTEL shall invoice Client for such excess on
a quarterly basis at ALLTEL's then-current rates for Variable
Staff for the applicable labor categories as set forth in
Section 5.3.
5.3 SPOT RATES FOR VARIABLE STAFF. At Client's request, ALLTEL
shall provide Variable Staff on a short term basis in
accordance with Section 9.4 of the Agreement, at ALLTEL's
then-current rates for the applicable labor categories
specified below:
PER HOUR RATE AS OF THE
APPLICABLE LABOR CATEGORY EFFECTIVE DATE
------------------------- -----------------------
- Programmer $[*****]
- Business Analyst
- Project Management Support
- Client Services Assistant $[*****]
- Technical Writers
- Quality Analyst $[*****]
- Production Analyst
- Management/Supervision $[*****]
- Database Analyst $[*****]
- Table Administration $[*****]
The hourly rates set forth above for each applicable labor
category are ALLTEL's rates as of the Effective Date. Such
rates shall not change prior to June 30, 2001 and thereafter
shall be increased only as provided in Section 8.4 of this
Exhibit.
6. SERVICE FEES FOR OUTPUT PROCESSING SERVICES. Monthly Service Fees for
Output Processing shall be calculated as follows (subject to the
provisions of Section 6.2):
6.1 SERVICE COMPONENT CHARGES. LETTER-SIZE
(a) DOCUMENT PROCESSING.
(i) "Monthly Volume Charge" shall be as follows:
1 - 500,000 First Pages $[*****] per xxxx
500,001 - 1,000,000 First Pages $[*****] per xxxx
E - 6
In the event that the total number of monthly bills
processed for Client exceeds 1,000,000, Client and
ALLTEL agree to negotiate in good faith to determine
fair and reasonable reduced Service Fees for
processing bills exceeding 1,000,000 per month.
(ii) Processing of Additional 8 -1/2 x 11 Inch Page Images $[*****] per page
(Includes Plain White Paper)
(b) DOCUMENT PROCESSING FOR CABS.
(i) CABS Mail Piece Charge $[*****] per xxxx
(ii) Processing of Each Image $[*****] per image
(c) OTHER SERVICE COMPONENTS.
(i) Setup and Rerun Charge per Mailing File Transmitted $[*****]
(ii) Each Foreign Insert Enclosed $[*****]
(iii) Each I-Class Marketing Insert Infused (Excludes
Development) $[*****]
(iv) Each Large Flat Mail Piece Enveloped (3-10 ounces) $[*****]
(v) Programming per Hour $[*****]
(d) COST REIMBURSEMENT ITEMS.
Pass-Through
(i) Postage & Freight Expense
(e) THE FOLLOWING ITEMS ARE INCLUDED IN THE SERVICES FEES
SET FORTH ABOVE:
- One Letter-size Perforated Banner-page
Image;
- Plain Paper Stock for Additional Pages
2...n;
- Standard #10 Double-window Mailing Envelope;
- Standard #9 Remittance Envelope Insert;
- Limited Selective Inserting (5 selects);
- Manifests-driven Mailstream Distribution
Service;
- Designated Customer Service Representative;
- Daily Production Status Reporting via
E:MAIL; and
- Redundant Reserve Disaster Recovery Service
Component.
6.2 MINIMUM MONTHLY VOLUME CHARGE. Client acknowledges that
pricing of the Monthly Volume Charge is based on the
assumption that Client's billing will exceed a certain minimum
level. Therefore, in any given month Client agrees to pay the
greater of (1) the Monthly Volume Charge as computed according
to Section 6.1(a) or (2) the "Minimum Volume Charge", as
computed below.
E - 7
The Minimum Volume Charge shall be [*****] percent [*****] of
the Monthly Volume Charge computed for the "Current Base
Volume."
The Current Base Volume initially shall be the number of "Mail
Pieces" (i.e., any form of customer communication delivered to
the U.S. Postal Service or an alternate carrier) processed by
ALLTEL for Client in the month subsequent to the Managed
Operations Commencement Date. In any subsequent calendar
month, during the twelve (12) month period from the Managed
Operations Commencement Date, in which the total number of
Mail Pieces processed by ALLTEL for Client exceeds the
established Current Base Volume, the number of Mail Pieces
processed for Client in the subsequent calendar month shall
become the Current Base Volume. A new Current Base Volume will
be reset at the end of each twelve (12) month anniversary
period to equal the total number of Mail Pieces processed by
ALLTEL for Client in the month with the largest volume during
the preceding year. For purposes of calculating the Minimum
Monthly Charge, the following items shall not be included in
the Current Base Volume: (1) nonrecurring special mailings;
(2) rebillings; and (3) reductions in the number of Mail
Pieces due to electronic billing provided to Client by ALLTEL.
ALLTEL will notify Client in writing when a new Current Base
Volume and Minimum Volume Charge have been established. The
new Current Base Volume and Minimum Volume Charge will take
effect at the first billing date following the mailing of such
written notice.
6.3 DISASTER RECOVERY SERVICES. Disaster Recovery Services related
to Output Processing Services are included in the Service Fees
described in Section 6 of this Exhibit.
7. TRAVEL, TEMPORARY LIVING AND RELATED EXPENSES. Client acknowledges that
the Service Fees set forth in this Exhibit do not include ALLTEL's
reasonable travel, temporary living, or other related expenses, which
are necessary to provide the Services and will be billed to Client as a
Pass-Through Expense, as defined in the Agreement. ALLTEL agrees to
give Client reasonable advance notice of anticipated temporary living
expenses.
8. COST OF LIVING ADJUSTMENT ("COLA").The Service Fees set forth in
Section 2.1 for Access Line Charges (excluding that component which is
attributable to equipment), in Section 5 for Application Support and
Development Variable Staff and in Section 6 for Output Processing
Services may be increased (but not decreased) for COLA during the Term
(including the transition period), in the amounts and on the dates
specified in the applicable sections below.
8.1 COLA ON THE ALCS.
(a) INDEX. The parties agree to use the October 31
unadjusted Consumer Price Index, as published in the
Summary Data from the
E - 8
Consumer Price Index News Release by the Bureau of
Labor Statistics, U.S. Department of Labor, For All
Urban Consumers (All Items) ("CPI-U") for the
non-equipment non-labor component and the October 31
American Compensation Association Index, Information
Services Industry, National Index and the column
titles COLA/General Increase for the labor component
("ACA Index") for purposes of determining the annual
COLA adjustment for ALCs. The equipment component of
the ALC is twelve percent (12%); the labor component
is forty-six percent (46%); and the non-labor
(non-equipment) component is forty-two percent (42%).
The parties agree that these percentages will be
fixed during the Term. The base year index for both
the CPI-U and ACA Index for calculating COLA on the
ALCs shall be the respective index on October 31,
2000 ("ALC Base Year Index").
(b) CALCULATION. Beginning January 1, 2002, ALLTEL will
calculate and begin invoicing Client for the COLA
increases on the Access Line Charges. The increase
for COLA in a given year will be one-hundred percent
(100%) of the increase in the CPI-U for the
non-equipment non-labor component of the Access Line
Charges plus one-hundred percent (100%) of the ACA
Index for the labor component of the Access Line
Charges, both calculated on the increase from the ACI
Base Year Index through the October 31 previous to
the January of the calculation.
(c) EXAMPLE. Assuming ALC Base Year Indexes for both
CPI-U and ACA Index of 100 and a CPI-U of 103 and an
ACA Index of 105 on October 31, 2001, the COLA
increase on January 1, 2002 would be calculated as
follows:
(ALC x 42% x (103-100)) + (ALC x 46%) x (105-100))
8.2 COLA ON THE VARIABLE STAFF.
(a) INDEX. The parties agree to use the ACA Index for
purposes of determining the annual COLA adjustment
for the Service Fees for Variable Staff described in
Section 5.1. The base year index for purposes of
calculating COLA on the Variable Staff shall be the
ACA Index on October 31, 1999 ("Variable Staff Base
Year Index").
(b) CALCULATION. Beginning January 1, 2001, ALLTEL will
calculate and begin invoicing Client for COLA, if
any, for Variable Staff performing Application
Support and Development. The COLA increase in a given
year will be one hundred percent (100%) of the
increase in the ACA-Index from the Variable Staff
Base Year Index through the October 31 previous to
the January of the calculation times the Services
Fees for Variable Staff (Application Support and
Development) set forth in this Exhibit.
E - 9
(c) EXAMPLE. Assuming a Variable Staff Base Year Index
(i.e. the ACA Index on October 31, 1999) of 100, and
an ACA-Index on October 31, 2000 of 103 on January 1,
2001, the Service Fees for Application Support and
Development Variable Staff would be calculated as
follows:
$[*****] x 1.03 = $[*****] per hour
8.3 COLA ON SERVICE FEES FOR OUTPUT PROCESSING SERVICES.
(a) INDEX. The parties agree to use the following "Price
Increase Formula" to calculate any COLA increases in
Service Fees for Output Processing Services. The
Price Increase Formula equals (1) the increase in the
CPI-U, (2) plus the increase or minus the decrease in
the Published Bond Paper Index (published in the Pulp
& Paper Weekly Publication) divided by two. The
changes in the CPI-U and Published Bond Paper Index
shall be measured from the later of the Effective
Date or the time of the most recent COLA increase on
Service Fees for Output Processing Services.
(b) CALCULATION. The COLA increases in Service Fees for
Output Processing Services shall be calculated by
multiplying the then-current Service Fee charges for
Output Processing Services by the Price Increase
Formula.
(c) TIME OF INCREASE. ALLTEL has the right to increase or
decrease any Service Fees for Output Processing
Services upon thirty (30) Days' written notice to
Client; provided, however, that in no event shall any
increase or decrease in such Service Fees exceed the
amount generated by the Price Increase Formula nor
shall any increase or decrease in any given charge be
made more than one time in any twelve (12)-month
period nor shall any increase be made during the
first twelve (12) months after the Managed Operations
Commencement Date. These restrictions on ALLTEL's
rights to increase charges shall not apply to any
Pass-Through Expenses, and ALLTEL reserves at all
times the right to pass through to Client any
increase in costs for postage and/or forms furnished
directly or indirectly to Client at ALLTEL actual
cost, including reasonable charges for handling and
delivery. Client may request, and ALLTEL shall grant,
a decrease in the Service Fees for Output Processing
Services under the following conditions: (i) any such
decrease shall be based on a decrease in the Price
Increase Formula; (ii) decreases in Service Fees
shall be allowed only to the extent of any increases
in Service Fees over and above the Services Fees for
Output Processing Services set forth in Section 6.1
of this Exhibit; and (iii) Client may request a
decrease no more frequently than one time in any
twelve (12)-month period.
(d) EXAMPLE. Assuming that the CPI-U on the Effective
Date is 100 and that on October 31, 2000 the CPI-U
has increased to 102 and on October 31, 2000, the
Published Bond Paper Index has increased 8% from the
E - 10
Effective Date, ALLTEL may increase the Service Fees
for Output Processing Services in the amount of six
percent (6%) based on the following Price Increase
Formula:
Price Increase Formula = 2% + (8%/2) = 6%
8.4 COLA ON THE SPOT RATES FOR VARIABLE STAFF.
(a) INDEX. The parties agree to use the ACA Index for
purposes of determining the annual COLA adjustment on
the hourly spot rates for Variable Staff set forth in
Section 5.3 of this Exhibit. The base year index for
purposes of calculating COLA on the Variable Staff
shall be the ACA Index on March 31, 2000 ("Spot Rate
Base Year Index").
(b) CALCULATION. Beginning July 1, 2001, ALLTEL will
increase the hourly spot rates for Variable Staff for
COLA as set forth herein. The COLA increase in a
given year will be one hundred percent (100%) of the
increase in the ACA-Index from the Spot Rate Base
Year Index through the March 31 previous to the July
of the calculation times the hourly rates for each
Labor Category set forth in this Exhibit.
8.5 CHANGES IN INDEXES. In the event any index used to calculate
COLA is discontinued or substantially changes its content and
format, the parties may substitute another comparable index
published by a mutually agreeable SOURCE.
E - 11
dba COMMUNICATIONS, LLC
EXHIBIT E
FINAL
EXHIBIT E
ATTACHMENT 1
SERVICE FEES FOR CALL CENTER SERVICES
CONSULTANT BILLING RATES HOURLY DAILY
------------------------ ------ -----
Practice Managers $[*****] $[*****]
Senior Consultant $[*****] $[*****]
Consultant II $[*****] $[*****]
Consultant I $[*****] $[*****]
Business Analyst $[*****] $[*****]
ESTIMATED HOURS FOR CALL CENTER SERVICES:
PRACTICE MANAGERS SENIOR CONSULTANT CONSULTANT II
----------------- ------------------------ ------------------------
TASK DESCRIPTIONS # DAYS PRICE # DAYS PRICE # DAYS PRICE
------ ----- ------- ------------- ------- -------------
Project Planning -- $-- 23.0 $[*****] 33.0 $[*****]
Staffing/forecasting/sizing -- $-- 16.0 $[*****] 24.0 $[*****]
City Selection -- $-- 32.0 $[*****] 48.0 $[*****]
Site selection -- $-- 24.0 $[*****] 36.0 $[*****]
Architectural plans -- $-- 24.0 $[*****] 36.0 $[*****]
Facilities buildout -- $-- 56.0 $[*****] 84.0 $[*****]
Business processes -- $-- 120.0 $[*****] 182.0 $[*****]
Call routing plans -- $-- 48.0 $[*****] 72.0 $[*****]
Personnel -- $-- -- -- -- --
-Hiring -- $-- 64.0 $[*****] 96.0 $[*****]
-Quality Awareness -- $-- 36.0 $[*****] 54.0 $[*****]
-Mentoring -- $-- 96.0 $[*****] 144.0 $[*****]
Equipment -- $-- -- -- -- --
-Purchasing -- $-- 72.0 $[*****] 108.0 $[*****]
-Implementation -- $-- 64.0 $[*****] 96.0 $[*****]
Circuits -- $-- 12.0 $[*****] 18.0 $[*****]
Center opening -- $-- 48.0 $[*****] 72.0 $[*****]
Project Management -- $-- 210.0 $[*****] -- --
Business Analysts -- $-- -- $[*****] -- --
Business Analysts/Admin -- $-- -- $[*****] -- --
10% Contingency -- $-- 95.0 $[*****] 225.0 $[*****]
TOTALS 1,040.0 $[*****] 1,328.0 $[*****]
CONSULTANT I BUSINESS ANALYST TOTALS
------------- --------------------- ----------------------
TASK DESCRIPTIONS # DAYS PRICE # DAYS PRICE # DAYS PRICE
------ ----- ------ ----------- ------ -------------
Project Planning -- $-- -- $ -- 56.0 $[*****]
Staffing/forecasting/sizing -- $-- -- $ -- 40.0 $[*****]
City Selection -- $-- -- $ -- 60.0 $[*****]
Architectural plans -- $-- -- $ -- 60.0 $[*****]
Facilities buildout -- $-- -- $ -- 140.0 $[*****]
Business processes -- $-- -- $ -- 302.0 $[*****]
Call routing plans -- $-- -- $ -- 120.0 $[*****]
Personnel -- $-- -- $ -- -- $[*****]
-Hiring -- $-- -- $ -- 160.0 $[*****]
-Quality Awareness -- $-- -- $ -- 90.0 $[*****]
-Mentoring -- $-- -- $ -- 240.0 $[*****]
Equipment -- $-- -- $ -- -- $[*****]
-Purchasing -- $-- -- $ -- 180.0 $[*****]
-Implementation -- $-- -- $ -- 160.0 $[*****]
Circuits -- $-- -- $ -- 30.0 $[*****]
Center opening -- $-- -- $ -- 120.0 $[*****]
Project Management -- $-- -- $ -- 210.0 $[*****]
Business Analysts -- $-- 210.0 $[*****] 210.0 $[*****]
Business Analysts/Admin -- $-- 210.0 $[*****] 210.0 $[*****]
10% Contingency -- $-- -- $ -- 320.0 $[*****]
TOTALS -- $-- 420.0 $[*****] 2,788.0 $[*****]
dba COMMUNICATIONS, LLC
EXHIBIT E
FINAL
EXHIBIT E
ATTACHMENT 2
SERVICE FEES FOR CALL CENTER STAFF TRAINING
CONSULTANT BILLING RATES HOURLY DAILY
------------------------ ------ ---------
Practice Managers $[*****] $[*****]
Senior Consultant $[*****] $[*****]
Consultant II $[*****] $[*****]
Consultant I $[*****] $[*****]
Business Analyst $[*****] $[*****]
ESTIMATED HOURS FOR CALL CENTER STAFF TRAINING:
TASK PRACTICE MANAGERS SENIOR CONSULTANT CONSULTANT II
------------ ----------------- ------------------ ------------------
DESCRIPTIONS # DAYS PRICE # DAYS PRICE # DAYS PRICE
------------ ------ ----- ------ ----- ------ -----
-- $-- -- $ -- -- $ --
-- $-- -- $ -- -- $ --
TRAINING (WITH + 10%) -- $-- 459.0 $[*****] 685.0 $[*****]
-- $-- -- $ -- -- $ --
-- $-- -- $ -- -- $ --
TOTALS -- $-- 459.0 $[*****] 685.0 $[*****]
TASK CONSULTANT I BUSINESS ANALYST TOTALS
------------ -------------- ---------------- --------------------
DESCRIPTIONS # DAYS PRICE # DAYS PRICE # DAYS PRICE
------------ ------ ----- ------ ----- ------ -----
-- $-- -- $-- -- $ --
-- $-- -- $-- -- $ --
TRAINING (WITH + 10%) -- $-- -- $-- 1,144.0 $[*****]
-- $-- -- $-- -- $ --
-- $-- -- $-- -- $ --
TOTALS -- $-- -- $-- 1,144.0 $[*****]
Assumptions
See assumptions, roles and responsibilities set forth in Exhibit M.
dba Communications, LLC
EXHIBIT E
ATTACHMENT 3
NEEDED
NUMBER APPLICATION DESCRIPTION PRIORITY FOR CONV.
------ ----------- ----------- -------- ---------
1. CCS Allow for designation of sales representative codes and sales 12
channels on individual service orders and generate summary
information.
2. CCS Modify CCS to provide desk top support for customer correspondence 48
templates (i.e., treatment notices, product and services
descriptions, tax exempt forms, and life-line forms
3. MIROR Allow for the ability to assign fiber in the loop 22
4. MIROR Allow users of MIROR to determine if a working loop is a second 21
line
5. MIROR Provide for a point-to-point circuit indicator in MIROR 24
6. MIROR Provision or indicate the existence of sublet service in MIROR 23
7. MIROR Provide for the presence/location of air dryer equipment, cable 16
pressure tranducers and cable pressure contractors in MIROR
8. MIROR Allow for the inclusion of resistance zone date in terminal 25
records in MIROR
9. MIROR Allow for the inclusion of color code data in the terminal records 1
10. MIROR Allow for inclusion of administrative capacity of ready-access 15
terminal in MIROR
11. MIROR Include loop make-up data in MIROR 36
12. MIROR Provide for multiplicity in considering pairs for assignment in 37
MIROR
13. MIROR Identify terminal street addresses on service order output messages 3
14. MIROR Adhere to industry standard CLCI circuit ID format for all 13
applicable assignment activity
15. MIROR Ensure that both the receive and transmit side of a four-wire 38
circuit are not only assigned to the same cable but that both
sides are assigned with the same group of one-hundred (100) pairs
16. MIROR Indicate the presence and type of pre-equipped plugs in pair-gain 39
systems in MIROR
17. MIROR Automatically generate line station transfers to facilitate 26
assignment of facilities to service orders in MIROR
18. MIROR Automatically assign pairs that were reserved for a specific 40
service order to that same order
19. MIROR Assign pending service orders to facilities of these with a 41
compatible pending disconnect date
NEEDED
NUMBER APPLICATION DESCRIPTION PRIORITY FOR CONV.
------ ----------- ----------- -------- ---------
20. MIROR Loop make-up data stored in MIROR to access via on-line inquiry 14
21. MIROR Enhance to inventory and assign fiber in the local loop 42
22. MIROR Enhanced to generate when necessary LSTs (Line Station Transfer). 26
Today this is a manual process.
23. MIROR Does not use standard CLCI circuit id format. Enhance to always 13
adhere to CLCI standard
24. MIROR Binding post and color code data is inventoried in GTE's database 2
like MIROR. Enhance to accept that data and provide assignment on
service order output message. Store the data and include on
service order output message
25. ASAP Link access order input to CAMS as appropriate 47
26. CAMS Allow for the billing of pre-paid calling cards 17
27. CAMS Allow for quarterly directory billing in addition to a monthly 44
cycle
28. CAMS Generate invoices for expedited bills 18
29. CAMS Implement a standard process to address mass changes (i.e., NPA 45
splits, rate changes, and system errors)
30. CAMS Ability to query prebill toll 20
31. CAMS Account to have a mixed class of service (i.e., a residence that 19
also has a business line or a business that also has residence
services)
32. CAMS Hierarchical account structure for business customers. Large 4
business accounts discounts only option is to discount at a
summary level not at an individual department level.
33. CABS Access reform -- dba has indicated they intend to be a Tier 1 11
(price cap) company
34. CABS Unbundled network billing 6
35. CABS Zone Rating, Tiered Rating, and Volume Rating 7
36. CABS Volume discounts, Discounted Rates 9
37. CABS Operator DA (TOPS) event billing 8
38. CABS LIDB billing 10
39. CABS Reverse billing cellular need. 35
40. CABS Invoice Derived Billing 5
41. CABS Foreign npa/nnx 30
42. CABS Type 2a Cellular (tandem level billing) 31
43. CABS Lata Level Billing (complete difference in billing structure) 27
44. CABS Xxxx cycle assignment at carrier/service type level (complete 43
difference in billing structure)
45. CABS BDT/CSR on CDROM 28
NEEDED
NUMBER APPLICATION DESCRIPTION PRIORITY FOR CONV.
------ ----------- ----------- -------- ---------
46. CABS Recording to Billing CIC assignment while maintaining CIC 29
distinction
47. CABS Summary Xxxx 33
48. CABS GTE bills single xxxx/single tariff and multi xxxx/multi tariff. 32
We can only xxxx single xxxx/single tariff
and multi xxxx/single tariff.
49. CABS Inter-Intra access that is considered local (GTE is not sure they 34
have this)
50. CABS We are currently at Bellcore Version 32. There will need to be 46
accommodations made for an upgrade to Version 33.
dba COMMUNICATIONS, LLC
EXHIBIT F
FINAL
EXHIBIT F
SERVICE LEVEL MEASUREMENTS
1. GENERAL PROVISIONS.
1.1 GENERAL. Subject to Section 1.4 below, ALLTEL shall use its reasonable
best efforts to perform the Services at a level of quality and
performance at least equivalent to the measurements and service levels
set forth in this Exhibit F for each of the Service Level Measurements
(defined below). ALLTEL's Actual Performance (as defined below) of all
Service Level Measurements shall be measured and reported each month
for the period beginning on the first calendar Day of a month and
ending on the final calendar Day of such Month (the "Reporting
Period").
1.2 REPORTING. No later than the twelfth (12th) business Day of each month
during the Term, ALLTEL shall provide, as part of the monthly reports,
a set of printed and/or electronic format reports to verify ALLTEL's
actual performance ("Actual Performance") for each Service Level
Measurement for the previous Reporting Period, except for the Service
Level Measurement for Aged Tolls which shall be reported based on
information provided by Client for the month previous to the Reporting
Period, which shall be the Reporting Period for the Aged Tolls Service
Level Measurement. Notwithstanding, ALLTEL shall not be required to
report on the Service Level Measurements set forth in Sections 3.1 and
3.2 of this Exhibit until seven (7) business Days after ALLTEL
receives the necessary information regarding ALLTEL's Actual
Performance from Client as set forth in Sections 3.1 and 3.2.
1.3 DEFINITIONS.
(a) ACCESS LINE CHARGES: The Service Fees set forth in Section 2.1 of
Exhibit E, as adjusted in accordance with Section 8 of that
Exhibit.
(b) BELOW TARGET: The below target level of performance as defined
for each of the Service Level Measurements in this Exhibit F.
(c) CHANGE MANAGEMENT PROCESS: The process described in Section 1.7
of this Exhibit by which Service Level Measurements may be
modified or deleted or new Service Level Measurements agreed
upon.
(d) INITIAL ASSESSMENT DATE: The first Day of the fourth (4th) month
following the Conversion Completion Date.
(e) MINIMUM: The minimum level of performance accepted by Client for
each of the Service Level Measurements described in this Exhibit
F.
(f) MAXIMUM: The incentive level of performance as defined by the
Service Level Measurements described in this Exhibit F.
(g) MONTHLY SERVICE LEVEL PERFORMANCE PAYMENT/CREDIT: The value by
which the Service Fees are adjusted monthly in accordance with
Section 4.4.
(h) MONTHLY TOTAL SERVICES LEVEL FACTOR: The sum of the individual
Service Level Factors calculated in accordance with Section 4.2
of this Exhibit.
(i) PERFORMANCE DESIGNATION: The designations "Below Target,"
"Minimum," and "Maximum" for each of the Service Level
Measurements described in Exhibit F.
(j) TIER I SERVICE LEVEL MEASUREMENTS: The Service Level Measurements
for On-line Availability, System Response Time, and WAN
Availability set forth in Section 2 of this Exhibit.
(k) TIER II SERVICE LEVEL MEASUREMENTS: The Service Level
Measurements for Billing Accuracy, Aged Tolls, Completion
Processing, Notices, Access Bills, Tolls, End-User Bills, Class-A
Incident ART, Class-B Incident ART, Class-C Incident ART set
forth in Section 3 of this Exhibit.
(l) SERVICE LEVEL FACTORS: The Service Level Factors set forth in
Table 4.1.
(m) SERVICE LEVEL MEASUREMENTS: The Tier I Service Level Measurements
and Tier II Service Level Measurements consisting of On-line
Availability, System Response Time, and WAN Availability, Billing
Accuracy, Aged Tolls, Completion Processing, Notices, Access
Bills, Tolls, End-User Bills, Class-A Incident ART, Class-B
Incident ART, and Class-C Incident ART.
(n) SYSTEM: Each of the following ALLTEL Software: CAMS (including
MPS and EQA), CABS, CCS, MIROR, TARP, Frontware, ASAP and WFM
(collectively referred to herein as the "Systems").
1.4 EXCLUSIONS. ALLTEL may exclude from the determination of its Actual
Performance of any and all applicable Service Level Measurement(s) the
period of time for which any of the conditions set forth below
(collectively, "Exclusions") adversely affect ALLTEL's ability to meet
such Service Level Measurement(s).
F - 2
(a) Problems resulting from the following Client Resources:
components (hardware, software, systems, network, i.e., switch
failures, switch tape failure, etc.) for which Client (or any
third party engaged by or acting on behalf of Client) is
operationally and administratively responsible, including the
inability of such components to process correctly, or deliver to
ALLTEL for processing, date-related data without resulting in or
causing logical or mathematical inconsistencies;
(b) Changes made to the IT environment by Client which were not
communicated in accordance with the Change Management Process
(e.g., installation of applications on the LAN or desktops which
were not tested and approved for production use);
(c) Problems related to a prioritization or reprioritization of tasks
by Client, where ALLTEL has notified Client in advance that such
prioritization or reprioritization may affect Service Levels
Measurements;
(d) Circumstances that constitute a Force Majeure Event as specified
in Section 17 of the Agreement;
(e) Those additional items set forth in Section 17 of the Agreement;
(f) System or WAN unavailability due to maintenance, installation,
upgrade or replacement of equipment or software performed by
ALLTEL or by a third party to the extent such unavailability
occurred during: (i) the applicable Maintenance Window as set
forth in Section 2.1 or 2.3 of this Exhibit, or (ii) other times
as agreed upon in advance by Client;
(g) Delays due to non-receipt or late receipt of Client input data,
where the non-receipt or late receipt was beyond the control of
ALLTEL;
(h) Temporary exclusions for Service Level Measurements(s) requested
by ALLTEL during implementation planning (and approved in writing
by Client), to implement a major change in applications,
environments, conversions or system software;
F - 3
(i) Problems resulting from actions or inactions of Client contrary
to ALLTEL's reasonable recommendations during the time period
where ALLTEL and Client reasonably determine that Client's
actions or inactions may have an adverse effect on ALLTEL's
ability to meet a Service Level Measurement (i.e., if Client
experiences recurring problems for which ALLTEL proposes a
solution which Client elects not to pursue, etc.);
(j) Any failure by Client to fulfill its responsibilities or
obligations under the Agreement affecting such ALLTEL
performance;
(k) Any transactions excluded by mutual written agreement of ALLTEL
and Client;
(l) Any failures of ALLTEL's Actual Performance to meet the Tier I
Service Level Measurements or Tier II Service Level Measurements
which occur prior to the Initial Assessment Date;
(m) Any failures of ALLTEL's Actual Performance to meet the affected
Service Level Measurements which occur within thirty (30) Days of
Client's production cutover to a new target system (i.e.,
failures during deconversion).
1.5 MEASURING TOOLS. The monitoring tools to be used by ALLTEL for
measuring the Service Levels, shall be identified and agreed by the
Parties prior to the Managed Operations Commencement Date. If, with
Client's approval, ALLTEL elects to change monitoring tools, the
parties will reasonably adjust the measurements as necessary to
account for any increased or decreased sensitivity in the new
monitoring tools, provided that ALLTEL has identified those
differences prior to Client's approval.
1.6 MEASUREMENT. All Service Level Measurements expressed as a percentage
shall be calculated to two (2) decimal places (rounding to the next
closest of those two (2) decimal places).
1.7 CHANGE MANAGEMENT PROCESS. New Service Level Measurements may be added
or replaced, or existing Service Levels may be modified or deleted,
through the process set forth in this section, in order to achieve a
fair, reasonable, attainable, accurate, meaningful, and consistent
measurement of ALLTEL's performance of the Services.
(a) TRIGGER EVENTS. Events or changes that significantly affect
Client requirements or ALLTEL's delivery of Services could
trigger the need to delete or modify existing or add new Service
Level Measurements. Such events and changes include the parties'
planning process, changes in
F - 4
Client's business (e.g., business requirements, acquisitions,
divestitures, changes in volumes), additions of new Services,
elimination of Services, regulatory requirements, audit
requirements or emerging technology. The parties shall review
Service Level Measurements on an annual basis for currency,
fairness, reasonableness, attainability, accuracy and
completeness.
(b) SERVICE LEVEL AGREEMENT CHANGE ASSESSMENT. Upon identifying the
need to add, delete or modify a Service Level Measurement, Client
or ALLTEL shall prepare a written analysis that supports such
modification, addition or deletion (a "Service Level Measurement
Change Proposal") and submit it to the ALLTEL Account Manager or
Client Project Manager, as applicable. The parties shall then
review the Service Level Measurement Change Proposal and the
receiving party shall have forty-five (45) Days to respond with
an assessment of the ramifications of the request (i.e. cost
impacts, business ramifications, etc.). All Service Level
Measurement Change Proposals must be mutually agreed upon (and
agreement may not be unreasonably withheld conditioned, or
delayed by either party) before any Service Level Measurements
are added, deleted or modified and shall be prioritized in
accordance with the Change Management Process described in
Section 11 of the Agreement. If new Service Level Measurements
are added or existing Service Level Measurements modified, the
parties agree that the maximum potential Monthly Total Service
Level Factor calculated in accordance with Section 4 of this
Exhibit shall not be increased.
(c) DEVELOPMENT OF NEW MEASURING TOOLS. If ALLTEL implements new
tools or techniques which are capable of more accurately
measuring Actual Performance of the Service Level Measurements or
of other service levels requested by Client, ALLTEL shall notify
Client of new measuring capability using the procedures set forth
in subsection (b) above.
1.8 MATERIAL BREACH. Based upon the facts and circumstances at the time,
Client has the right to declare that ALLTEL has committed a material
breach of the Agreement under Section 19.2 of the Agreement, provided
that the underlying facts support such a claim. ALLTEL's failure to
achieve the Minimum Performance Designation for any Service Level
Measurements in any one or more months shall not, in and of itself,
serve as conclusive evidence or deem that ALLTEL has materially
breached the Agreement. Client may but is not obligated to accept any
Monthly Service Level Performance Payment/Credit in Client's favor.
Client shall have waived its right to declare a material breach for a
Service Level Measurement based on ALLTEL's Actual Performance for
each month for which a Monthly Service Level Performance
Payment/Credit was accepted in connection with such Measurement if
Client does not bring its claim of material breach within ninety (90)
Days of acceptance of the Monthly Service Level Performance
Payment/Credit; provided that ALLTEL provides Client with all
F - 5
information reasonably requested by Client which Client reasonably
deems necessary to determine whether a breach may have occurred.
2. TIER I SERVICE LEVEL MEASUREMENTS.
2.1 ON-LINE AVAILABILITY.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4 of
this Exhibit F, ALLTEL shall use its reasonable best efforts from
the Managed Operations Commencement Date and during the Term to
maintain On-line Availability so as to meet or exceed the Minimum
Performance Designation set forth below.
(b) CALCULATION. On-line Availability shall be measured during the
Reporting Period based on the Critical Uptime Periods and
Maintenance Windows for each database ("Database") for each of
the Systems set forth below:
MAINTENANCE WINDOW
SYSTEMS CRITICAL UPTIME PERIODS (CST) (ET)
---------- ----------------------------------------------------------------- -----------------------------
CAMS 07:00-19:30 for Access Lines in the TX Database 00:01 Sunday - 07:00 Monday
07:00-20:30 for Access Lines in the OK and NM
Database Monday-Saturday
CABS 08:00-19:00 for the one Database 00:01 Sunday - 07:00 Monday
Monday-Saturday
CCS 24 hours per Day 00:01 Sunday - 08:00 Sunday
7 Days per week for the one Database 22:00 Friday - 01:00 Saturday
MIROR 07:00-20:30, 22:30-07:00 ** for Access Lines in the TX Database 00:01 Sunday - 08:00 Sunday
07:00-21:30, 23:30-07:00** for Access Lines in the OK and NM 01:00 Monday - 03:00 Monday
Database
Monday-Sunday
TARP 07:00-19:30, 20:30-07:00 ** for Access Lines in the TX Database 00:01 Sunday - 08:00 Sunday
07:00-20:30, 21:30-07:00 for Access Lines in OK and NM Database 01:00 Monday - 03:00 Monday
Monday-Sunday
FRONTWARE* 24 hours a Day 00:01 Sunday - 08:00 Sunday
7 Days a week for the one Database
ASAP 07:00-21:00 00:01 Sunday - 08:00 Sunday
Monday-Saturday for the one Database
WFM 24 hours a Day 00:01 Sunday - 08:00 Sunday
7 Days a week for the one Database
* Excludes a one (1) hour window required weekly to reinitialize (reboot), if
needed.
** Excludes a one (1) hour window nightly to reinitialize (reboot) system, if
needed.
F - 6
The Actual Performance for On-line Availability shall be expressed as
a percentage and calculated in accordance with the following process:
(1) DETERMINE ON-LINE AVAILABILITY FOR EACH SYSTEM GROUP
For each of the System Groups, On-line Availability shall be
computed in accordance with the following formula:
On-line Availability (System Group)=
((SIGMA) Actual Uptime for each Database for each System
in a System Group / (SIGMA) Critical Uptime for each
Database in each System in a System Group) * 100
where:
"ACTUAL UPTIME" means the sum of the number of minutes
during the Reporting Period that each Database for each
applicable System is available for processing (that is, the
time the on-line applications were available to send,
process and receive messages) during the Critical Uptime
Period set forth in the above table.
"CRITICAL UPTIME" means the sum of the number of minutes for
each Database for each applicable System in the Critical
Uptime Period set forth in the above table minus the sum of
the number of minutes for any Exclusions, including but not
limited to maintenance, during the Reporting Period.
"SYSTEM GROUP" means each of the following groups of
Systems:
(i) CAMS, CABS, and CCS;
(ii) ASAP;
(iii) MIROR, TARP, Frontware, and WFM.
(2) DETERMINE ON-LINE AVAILABILITY PERFORMANCE DESIGNATION
The On-line Availability Performance Designation shall be
determined as follows:
(i) If the On-line Availability (System Group) for any System
Group calculated in accordance with the preceding subsection
is less than ninety-nine percent (99.00%), then the
Performance Designation for On-line Availability shall be
deemed to be "Below Target;" or
(ii) If the On-line Availability (System Group) for each System
Group calculated in accordance with the preceding subsection
equals or
F - 7
exceeds ninety-nine percent (99.00%), then On Line
Availability shall be calculated as follows and expressed as
a percentage:
On-line Availability =
((SIGMA) Actual Uptime for each Database in all
Systems / (SIGMA) Critical Uptime for each Database
in all Systems) * 100
and the Performance Designation for On-line Availability for
purposes of measuring ALLTEL's Actual Performance shall be
determined in accordance with the following:
PERFORMANCE DESIGNATION
-----------------------------------------------------
BELOW TARGET MINIMUM MAXIMUM
------------ ------- -------
ON-LINE AVAILABILITY <99.00% 99.00% through 99.80% >99.80%
2.2 SYSTEM RESPONSE TIME.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4 of
this Exhibit F, ALLTEL shall use its reasonable best efforts from
the Managed Operations Commencement Date and during the Term to
maintain the System Response Time so as to meet or exceed the
Minimum Performance Designation set forth below.
(b) MEASUREMENT. System Response Time will be measured during the
Critical Uptime Periods for CABS and CAMS set forth in the table
in Section 2.1.(b) and using Internal Response Time.
(c) CALCULATION. The Actual Performance for System Response Time
shall be computed for the Reporting Period in accordance with the
following formula:
System Response Time =
((SIGMA) Internal Response Time for all transactions in CABS
during Critical Uptime + (SIGMA) Internal Response Time for
all transactions in CAMS during Critical Uptime) / total
number of transactions in CAMS and CABS during Critical
Uptime
where:
"INTERNAL RESPONSE TIME" means the time between when a
request is received by the transaction processing software
and when the request is available to be sent back to the
requester.
F - 8
(d) PERFORMANCE DESIGNATION. The Performance Designations for
ALLTEL's Actual Performance for System Response time are as
follows:
PERFORMANCE DESIGNATION
------------------------------------------------------------------------------
SYSTEM BELOW TARGET MINIMUM MAXIMUM
------------- ---------------------- ----------------------- ----------------------
CABS and CAMS System Response Time System Response Time is System Response Time
exceeds one (1) second between .75 second and Actual Performance is
one (1) second equal to or less than
.75 second
2.3 WAN AVAILABILITY.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4 of
this Exhibit F, ALLTEL shall use its reasonable best efforts from
the Managed Operations Commencement Date and during the Term to
maintain the WAN Availability so as to meet or exceed the Minimum
Performance Designation set forth below.
(b) MEASUREMENT. "WAN Availability" shall be determined in accordance
with the following process:
(1) DETERMINE WAN AVAILABILITY FOR EACH OF THE APPLICABLE
LOCATIONS.
For each of the Applicable Locations, WAN Availability shall
be computed in accordance with the following formula and
expressed as a percentage:
WAN Availability (for an Applicable Location)=
(Actual Availability for that Applicable Location /
Total Availability for that Applicable Location) *
100
where
"APPLICABLE LOCATION" means each of the following locations:
- Client Corporate Headquarters (Dallas, TX);
- Client Call Centers (Two (2) locations to be
designated by Client as provided in Section 2 of
Exhibit D);
- ALLTEL Information Services (Twinsburg, OH); and
- ALLTEL Output Processing Center (Little Rock, AR).
The parties agree that if ALLTEL provides the WAN,
including all circuits, to locations other than those
set forth in this Section, the parties shall modify this
Service Level Measurement to include those locations
using the process set forth in Section 1.7 of this
Exhibit.
F - 9
"ACTUAL AVAILABILITY" equals for each Applicable Location
the difference between Total Availability and the number of
hours of WAN outages (i.e., hours or portions thereof during
which the WAN is not accessible by Client, including but not
limited to outages resulting from equipment failure or line
failure) (or fractions thereof) during the Reporting Period
excluding the sum of hours (or fractions thereof) resulting
from any Exclusions, including but not limited to
maintenance during the WAN Maintenance Window, and any
Repair Time.
"TOTAL AVAILABILITY" during the Reporting Period equals the
number of Days in that Reporting Period multiplied by twenty
four (24) hours.
"REPAIR TIME" means the time between placement of an order
by ALLTEL with a third-party vendor (other than an ALLTEL
Affiliate) for WAN hardware repair or replacement and
completion of hardware repair or replacement.
"WAN MAINTENANCE WINDOW" means the period Sunday 12:00 a.m.
- 5:00 a.m. ET each week of a calendar month.
(2) DETERMINE PERFORMANCE DESIGNATION.
ALLTEL's Performance Designation for WAN Availability shall
be determined as follows:
(i) If the WAN Availability for any Applicable Location
calculated in accordance with the preceding subsection
is less than ninety-eight and one-half percent
(98.50%), then the Performance Designation for WAN
Availability shall be deemed to be "Below Target;" or
(ii) If the WAN Availability for each Applicable Location
calculated in accordance with the preceding subsection
equals or exceeds ninety-eight and one-half percent
(98.50%), then WAN Availability shall be calculated in
accordance with the following formula and expressed as
a percentage:
WAN Availability =
(((SIGMA) Actual Availability for all Applicable
Locations) / ((SIGMA) Total Availability for all
Applicable Locations)) *100
and the Performance Designation for WAN Availability
for purposes of measuring ALLTEL's Actual Performance
shall be determined in accordance with the following:
F - 10
PERFORMANCE DESIGNATION
----------------------------------------
BELOW TARGET MINIMUM MAXIMUM
------------ ------- -------
WAN AVAILABILITY <98.50% 98.50% >98.50%
(b) OTHER WAN PERFORMANCE CRITERIA.
(1) EXECUTION OF NETWORK CHANGE REQUESTS (IN-SERVICE). ALLTEL will
execute network changes initiated and approved by Client in the
following `not to exceed' timeframes. Changes shall be made in
accordance with the Change Management Process set forth in
Section 11 of the Agreement. The timeframes set forth below
measure the time between the parties reaching mutual agreement on
a Change Order and the completion of that Change Order and do not
include manufacturer lead times, hardware shipment or third-party
(non-ALLTEL Affiliate) installation. ALLTEL will provide up to
ten (10) router/data packet changes per device per month.
EXECUTION TIMEFRAME
NETWORK CHANGE (IN BUSINESS DAYS)
-------------- -------------------
Simple Configuration Changes (e.g., Access List Requests) 3*
Activation of New Interfaces (e.g., new Ethernet segments) 5
Hardware upgrades (e.g., flash memory) 10
Software Upgrades (Single Device) 5
Software Upgrades (Major / Network-Wide) Individual Case Basis
* The parties agree that this period may be extended by mutual agreement of the
parties, but not beyond two (2) additional business Days. Client shall not
unreasonably withhold its agreement to extend the Execution Timeframe if
reasonably required.
(2) EXECUTION OF NETWORK CHANGE REQUESTS (ADDITIONS). ALLTEL will
execute network additions initiated by Client in the following
`not to exceed' timeframes:
EXECUTION TIMEFRAME
NETWORK CHANGE (IN BUSINESS DAYS)
-------------- -------------------
Activation of new network device (new office or relocation) 5*
NOTE: Timeframe excludes manufacturer lead time, hardware
shipment and third party (non-ALLTEL Affiliate)
installation.
* The parties agree that this period may be extended by mutual agreement of the
parties,
F - 11
but not beyond five (5) additional business Days. Client shall not
unreasonably withhold its agreement to extend the Execution Timeframe
if reasonably required.
(3) INCIDENT MANAGEMENT FOR CHRONIC SITE OUTAGES. If an Applicable
Location experiences three (3) or more outages within a period of
two (2) weeks, the situation will be deemed `chronic' and handled
as a Class A Incident. ALLTEL will manage chronic situations
twenty-four (24) hours a Day, seven (7) Days a week. Testing will
be conducted at the affected Applicable Location to identify the
root cause and corrective action will be taken to resolve the
problem and mitigate future problem situations.
(4) NOTIFICATION OF SCHEDULED MAINTENANCE. ALLTEL will provide to
Client a minimum of five (5) Days advance notice when scheduling
network maintenance activities. Any changes to such maintenance
schedule shall be made only as the result of `Service Requests'
made through the Change Management Process.
(5) NOTIFICATION OF UNSCHEDULED EMERGENCY CHANGES. ALLTEL will
provide to Client a minimum of thirty (30) minutes advance notice
when making any unscheduled emergency changes to the WAN.
(6) NOTIFICATION OF OUTAGES. ALLTEL shall use its commercially
reasonable efforts to detect outages and notify Client of the
same. ALLTEL objective is to detect 90% of all detectable
outages, open trouble ticket(s) and notify Client within thirty
(30) minutes. If ALLTEL does not detect 90% or more of all
detectable outages, or if ALLTEL does not notify Client within
thirty (30) minutes, then ALLTEL will take corrective action to
remedy the problem.
3. TIER II SERVICE LEVELS MEASUREMENTS.
3.1 BILLING ACCURACY.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4 of
this Exhibit F, ALLTEL shall use its reasonable best efforts from
the Managed Operations Commencement Date and during the Term to
maintain Billing Accuracy as to meet or exceed the Minimum
Performance Designation set forth below.
(b) MEASUREMENT.
(1) SAMPLE DURING XXXX VERIFICATION. Within the xxxx
verification process, Client shall verify at least 0.15% of
bills per cycle ("Minimum Sample Size") during each
Reporting Period to determine the number of ALLTEL Errors
(defined below) for
F - 12
purposes of measuring Billing Accuracy for each Reporting
Period.
(2) INVESTIGATION. Also as a part of the xxxx verification
process, Client shall investigate any error found within the
Agreed Parameters (defined below) to determine whether the
billing error was an ALLTEL Error (defined below). Such
determination shall be made only with the agreement of
ALLTEL.
(3) REPORTING REQUIREMENTS. Client shall provide ALLTEL by the
fifth (5th) Day of each month, a report indicating the
number of bills verified for the previous month and the
number of ALLTEL Errors in such bills. Upon request, Client
shall provide ALLTEL with the supporting documentation,
including a copy of the bills containing the ALLTEL Errors.
(c) CALCULATION. The Actual Performance for Billing Accuracy shall be
calculated on a calendar month basis in accordance with the
following formula and expressed as a percentage:
Billing Accuracy =
((Number Verified - Bills in Error)
/ Number Verified) * 100
where:
"AGREED PARAMETERS" means taxes, ASOC and toll rating, optional
calling plans, other charges and credits, proration calculations,
unreadable information or xxxx truncation and subtotal and total
xxxx amounts, and such other parameters as may be mutually agreed
upon in writing by the parties.
"ALLTEL ERRORS" means those billing errors directly resulting
from the action or omission by ALLTEL within the Agreed
Parameters, but shall exclude the following:
(i) errors resulting from specifications or instructions
received from Client;
(ii) except for the first such error, the same error
occurring in multiple bills within ten (10) Days
from the date that such error was first detected;
(iii) errors detected that were signed off by Client in
quality assurance;
(iv) errors which should have reasonably been detected by
Client during user acceptance testing;
(v) errors relating to the failure of ALLTEL to post
tolls which is measured by the Aged Tolls Service
Level Measurement;
F - 13
(vi) errors resulting from Client-entered data such as
Table Administration if Table Administration is not
provided by ALLTEL or by the Variable Staff; and
(vii) errors of xxxx presentation or formatting issues,
except for unreadable information or xxxx
truncation.
"BILLS IN ERROR" means the total number of bills during the
Reporting period that contain ALLTEL Errors.
"NUMBER VERIFIED" means the greater of the number of bills
actually verified or the Minimum Sample Size. Client may verify a
smaller percentage of bills than the Minimum Sample Size; however,
if Client does so the bills not verified by Client within the
Minimum Sample Size shall nonetheless be included in Number
Verified and shall be considered to contain zero (0) ALLTEL
Errors.
(d) PERFORMANCE DESIGNATION. The Performance Designation for ALLTEL's
Actual Performance for Billing Accuracy are as follows:
PERFORMANCE DESIGNATION
---------------------------------------------------------
BELOW TARGET MINIMUM MAXIMUM
------------ ------- -------
XXXX ACCURACY <98.00% 98.00% to 99.00% >99.00%
3.2 AGED TOLLS.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4
of this Exhibit F, ALLTEL shall use its reasonable best
efforts from the Managed Operations Commencement Date and
during the Term to maintain posting of Aged Tolls as to
meet or exceed the Minimum Performance Designation set
forth below.
(b) MEASUREMENT. As a part of Managed Operations Services,
ALLTEL shall poll Client telecommunications switches for
toll message records (including incollects received from
third party telecommunications carriers and excluding error
corrections) ("Toll Message Records") at times established
and scheduled by the mutual agreement of the parties and
will post any Toll Message Record so obtained to Client
end-user accounts within thirty (30) Days of ALLTEL's
receipt of such Toll Message Record (the "Toll Posting
Period"). Where Client determines that ALLTEL has
F - 14
failed to meet the Toll Posting Period, Client will notify
ALLTEL within thirty (30) Days of Client of becoming aware
of such condition and ALLTEL will investigate such
discrepancies upon Client request. Failures to meet the
Toll Posting Period reported by Client and determined to be
a result of ALLTEL's failure to process Toll Message
Records within the Toll Posting Period shall be considered
"ALLTEL Failures".
(c) CALCULATION. ALLTEL's Actual Performance for Aged Tolls
shall be calculated for each Reporting Period (which shall
be one month in arrears for this Service Level Measurement)
using the following formula and expressed as a percentage:
Aged Tolls =
(Timely Posted Toll Records / Number of Toll Records)
* 100
where:
"TIMELY POSTED TOLL RECORDS" means the difference between
the Number of Toll Records and the number of ALLTEL
Failures during the Reporting Period.
"NUMBER OF TOLL RECORDS" means the number of Toll Message
Records processed by ALLTEL during the Reporting Period.
PERFORMANCE DESIGNATION. The Performance Designations for ALLTEL's
Actual Performance for Aged Tolls are as follows:
PERFORMANCE DESIGNATION
-------------------------------------------------------------
BELOW TARGET MINIMUM MAXIMUM
------------ ------- -------
Aged Tolls <98.00% 98.00% to 99.00% >99.00%
3.3 COMPLETION PROCESSING.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4
of this Exhibit F, ALLTEL shall use its reasonable best
efforts from the Managed Operations Commencement Date and
during the Term to perform Completion Processing as to meet
or exceed the Minimum Performance Designation set forth
below.
(b) MEASUREMENT. ALLTEL shall post service orders completed by
Client for end-user services ("Service Orders") and
transmitted to ALLTEL (excluding error correction, mass
changes, and NPA splits) to the
F - 15
applicable Client customer account within the next billing
cycle after the time that the Service Order is completed
and released to the billing system, provided that, if a
Service Order is completed on the [last ?] Day of the
billing cycle, then ALLTEL shall have until the next
subsequent billing cycle to post the Service Order to the
customer's account (the "Service Order Posting Period").
(c) CALCULATION. The Actual Performance for Completion
Processing shall be calculated for each Reporting Period
using the following formula and expressed as a percentage:
Completion Processing =
(Service Orders Timely Posted/ Service Orders
Submitted) * 100
where:
"SERVICE ORDERS SUBMITTED" means the number of Service
Orders (excluding error correction, mass changes, and NPA
splits) completed by Client and released to the billing
system during the Reporting Period;
"SERVICE ORDERS TIMELY POSTED" means the number of Service
Orders Submitted that were posted by ALLTEL within the
Service Order Posting Period for the Reporting Period.
(d) PERFORMANCE DESIGNATION. The Performance Designation for
ALLTEL's Actual Performance for Completion Processing is as
follows:
PERFORMANCE DESIGNATION
--------------------------------------------------------
BELOW TARGET MINIMUM MAXIMUM
------------ ------- -------
COMPLETION PROCESSING <98.00% 98.00% through 99.00% >99.00%
3.4 PRODUCTION DELIVERY SCHEDULES.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4
of this Exhibit, ALLTEL shall use its reasonable best
efforts from the Managed Operations Commencement Date and
during the Term to meet or exceed the Minimum Performance
Designation for Production Delivery Schedules set forth
below.
(b) MEASUREMENT AND CALCULATION. Production delivery for CAMS
and CABS shall be measured each month as the percentage of
Notices (defined
F - 16
below), access bills, toll data, and end-user bills that
are processed and/or delivered to Client or the United
States Post Office (or other delivery method as mutually
agreed) as set forth below:
(i) NOTICES. "NOTICES" are defined as a Mail Piece (as
defined in Section 6.2 of Exhibit E) sent by ALLTEL
to a Client end-user or CABS customer that informs
such customer of information or action by Client in
connection with that customer's account. ALLTEL
shall deliver Notices to the United States Post
Office for mailing within one (1) business Day
(Monday-Friday) of the completion of each scheduled
processing cycle (i.e., the time the Notice enters
the print queue) which shall be the "NOTICE
SPECIFIED TIME." The Actual Performance for Notices
shall be calculated for each Reporting Period using
the following formula and expressed as a percentage:
Notices =
(Notices Timely Delivered /Notices Submitted)
* 100
where:
"NOTICES SUBMITTED" means the number of Notices
submitted to ALLTEL during the Reporting Period.
"NOTICES TIMELY DELIVERED" means the number of the
Notices that were actually delivered by ALLTEL
within the Notices Specified Time during the
Reporting Period.
(ii) ACCESS BILLS. ALLTEL shall deliver access bills to
the United States post office (or other delivery
method as mutually agreed) for mailing within three
(3) business Days (Monday-Friday) after Client
approval as described in Exhibit C which shall be
the "ACCESS BILLS SPECIFIED TIME". The Actual
Performance for Access Bills shall be calculated for
the Reporting Period using the following formula and
expressed as a percentage:
Access Bills =
(Access Bills Timely Delivered /
Access Bills Submitted) * 100
where:
"ACCESS BILLS SUBMITTED" is defined as the number of
access bills approved by Client during the Reporting
Period.
F - 17
"ACCESS BILLS TIMELY DELIVERED" means the number of
the access bills that were actually delivered by
ALLTEL within the Access Bills Specified Time during
the Reporting Period.
(iii) TOLLS. ALLTEL shall perform switch polling, data
collection and processing within one (1) business
Day (Monday - Saturday) from the time polled, which
shall be the "TOLLS SPECIFIED TIME." The Actual
Performance for Tolls shall be calculated for the
Reporting Period using the following formula and
expressed as a percentage:
Tolls =
(Telecommunications Switches Timely Polled /
Available Telecommunications Switches)*100
where:
"AVAILABLE TELECOMMUNICATIONS SWITCHES" means the
number of Client telecommunications switches
scheduled and available for polling during the
Reporting Period.
"TELECOMMUNICATIONS SWITCHES TIMELY POLLED" means
the number of Available Telecommunications Switches
that were actually polled by ALLTEL within the Tolls
Specified Time during the Reporting Period.
(iv) END-USER BILLS. ALLTEL will deliver end-user bills
to the U.S. Postal Service within the following
"END-USER XXXX SPECIFIED TIME" following receipt of
the Electronic Xxxx Release Approval (EBRA)
described in Exhibit C and the necessary related
processable input file: (aa) twenty-four (24) hours
from EBRA for end-user xxxx Mail Pieces (as defined
in Exhibit E) totaling less than or equal to DQRD
(defined below) or by 6:00 p.m. CST on the next U.S.
Postal Service work Day; and (bb) forty-eight (48)
hours from EBRA or by 6:00 p.m. CST on the next U.S.
Postal Service work Day for end-user xxxx Mail
Pieces greater than DQRD. The parties agree that
this Service Level Measurement shall not apply to
any Mail Pieces exceeding two-hundred percent (200%)
of the DQRD (i.e., any Mail Pieces greater than
twice the average volume computed in accordance with
this section).
ALLTEL anticipates incremental distribution of
partial job lots (in trays) as production increments
are completed, packaged and turned over to the U.S.
Postal Service General Mail (GMF) Facility. When
incremental distributions occur, average tray
F - 18
turnaround time for the job will be reflected in
performance measures with the first and last tray
distribution time noted.
The Actual Performance for End-User Bills shall be
calculated for the Reporting Period using the
following formula and expressed as a percentage:
End-User Bills =
(End-User Bills Timely Delivered /
End-User Bills Submitted) *100
where:
"DQRD" (Daily Queue Reduction/Distribution) means
the product of (aa) 1.2 and (bb) Client's prior
month total mail piece volume divided by
twenty-eight (28). For example: If the Client's
prior month volume of mail pieces equaled 5.6
million bills, DQRD would equal 200,000 * 1.2 or
240,000 bills per Day.
"END-USER BILLS SUBMITTED" means the number of
end-user xxxx Mail Pieces approved by Client during
the Reporting Period.
"END-USER BILLS TIMELY DELIVERED" means the number
of end-user xxxx Mail Pieces that were actually
delivered by ALLTEL within the End-User Xxxx
Specified Time during the Reporting Period.
(c) PERFORMANCE DESIGNATIONS. The Performance Designations for
ALLTEL's Actual Performance for Production Delivery are as
follows:
PERFORMANCE DESIGNATION
------------------------------------------------------------
BELOW TARGET MINIMUM MAXIMUM
------------ ------- -------
Notices <97.00% 97.00% to 98.50% > 98.50%
Access Bills <97.00% 97.00% through 99.00% >99.00%
Tolls <92.00% 92.00% through 95.00% >95.00%
End-User Bills <97.00% 97.00% through 98.00% >98.00%
F - 19
3.5 INCIDENT MANAGEMENT.
(a) GENERAL. Subject to the Exclusions set forth in Section 1.4
of this Exhibit F, ALLTEL shall use its reasonable best
efforts from the Managed Operations Commencement Date and
during the Term to undertake Incident Management so as to
meet or exceed the Minimum Performance Designations set
forth below.
(b) MEASUREMENT. All incidents shall be classified by ALLTEL as
Class A, Class B or Class C in accordance with the
definitions and criteria set forth in the following table:
CLASS DEFINITION EXAMPLE
----- ---------- -------
Class-A Client is unable to: - A system (CPU, Network node, server, etc)
Incidents - Conduct primary business is down during agreed upon hours of
functions; availability and all users on that system
- Support customers. area affected;
- An application is down during Critical
Uptime and all users of that application
are down and there is a significant
impact;
- Client revenue impact that exceeds $5,000
per day or $50,000 per month;
- A WAN outage has occurred during agreed
upon hours of availability that has
interrupted access between multiple sites;
- Impacts more than 25 Client users;
- Billing system problem that has caused an
incorrect billing for more than 500
customers of Client; or
- A batch production problem that will keep
an entire application from being on-line
and available for normal business hours
operation.
Class-B - Significant impact on the - An application problem that is only
Incidents Client's ability to affecting a group of users but not all
conduct business; users of that given application;
- No immediate solution; - Client revenue impact that is between
- Problem resolution is $1,000 and $5,000 per day or between
critical; $10,000 and $50,000 per month;
- No workaround. - Customer base impact is between 50 and
500 customers of Client;
- An application problem that is only
keeping selected transactions from being
performed; or
- A hardware failure has occurred but a
back-up is available.
F - 20
CLASS DEFINITION EXAMPLE
----- ---------- -------
Class-C - Problem is under control - A problem with the format or content with
Incidents but job effectiveness is a format of a report that has been
in question. discovered after the report has been in
- Problem resolution is production; or
urgent, but a workaround - A system, network, or application problem
exists. that causes an inconvenience but does not
prohibit the performance of required
functionality.
Incident Management shall be measured for each Reporting Period as
follows:
(1) For Initial Response and Analysis, Incident
Management Service Level Measurements are as
follows:
(i) Class-A Incidents: Initial acknowledgment of
the incident and assignment within two (2)
hours (i.e. Help Desk receipt and group
assignment), with initial response and
analysis within four (4) hours (i.e. problem
tracking system updated) and status reporting
every two (2) hours (i.e. problem tracking
system updated) thereafter.
(ii) Class-B Incidents: Initial acknowledgment of
the incident assignment within four (4) hours
(i.e. Help Desk receipt and group
assignment), with initial response and
analysis within one (1) Day (i.e. problem
tracking system updated) and status reporting
every seven (7) Days (i.e. problem tracking
system updated).
(iii) Class-C Incidents: Initial acknowledgment of
the incident assignment within twenty-four
(24) hours (i.e. Help Desk receipt and group
assignment), with initial response and
analysis within fifteen (15) Days (i.e.
problem tracking system updated) and status
reporting every fifteen (15) Days (i.e.
problem tracking system updated).
(2) For Average Resolution Time ("ART") by Class. The
time to resolve an incident shall be calculated as
the time between when ALLTEL is notified of the
incident by the Client and when the incident is
"Resolved". An incident shall be deemed to have been
Resolved when ALLTEL declares the incident resolved
in ALLTEL's reasonable discretion provided that a
Class-A Incident may be deemed Resolved if ALLTEL
reclassifies such Class-A Incident to a lower
incident class level. ALLTEL shall notify Client in
all instances where an incident is Resolved. Client
shall
F - 21
either agree that the incident is Resolved (in which
case the incident shall be considered "Closed") or
shall notify ALLTEL that Client reasonably disputes
that the incident is Resolved. If Client reasonably
determines that the incident has not been Resolved
and ALLTEL agrees with such determination, ALLTEL
shall immediately undertake efforts to Resolve the
incident and the time period to Resolve shall be
increased by the additional time which ALLTEL takes
to finally Resolve such incident. If Client
reasonably determines that the incident has not been
Resolved and ALLTEL disagrees with such
determination the dispute shall be escalated in
accordance with the provisions of Section 14 of the
Agreement and the time period to resolve the dispute
shall be included within the time period to Resolve
the incident, except for incidents where ALLTEL's
initial Resolution was determined to be correct.
ALLTEL shall perform the following and Actual
Performance of Incident Management shall be
calculated as follows:
(i) Class-A Incidents: Worked seven (7) Days per
week until Resolved, or an effective bypass
is in place, with incident Resolved or an
effective bypass within twenty-four (24)
hours. The Average Resolution Time (ART) for
Class-A Incidents shall be calculated in days
for each Reporting Period as follows:
Class-A Incident Average Resolution Time
(ART) = (SIGMA) Time period to Resolve
each Class-A Incident / Total number of
Class-A Incidents Resolved
Provided however where the total number of
Class-A Incidents Resolved in the Reporting
Period equals zero (0), ALLTEL's Performance
Designation for this Class-A Incident ART
shall be deemed to be a "Maximum."
(ii) Class-B Incidents: Worked diligently until
Resolved with resources not committed to
Class-A Incidents, with the Average
Resolution Time (ART) for Class-B Incidents
calculated in days for each Reporting Period
as follows:
Class-B Incident Average Resolution Time
(ART) = (SIGMA) Time period to Resolve
each Class-B Incident / Total number of
Class-B Incidents Resolved
Provided however where the total number of
Class-B Incidents Resolved in the Reporting
Period equals zero (0),
F - 22
ALLTEL's Performance Designation for Class-B
Incident (ART) shall be deemed to be a
"Maximum."
(iii) Class-C Incidents: Worked with available
resources until Resolved. The Average
Resolution Time for Class-C Incidents shall
be calculated in days for the Reporting
Period as follows:
Class-C Incident Average Resolution Time
(ART) = (SIGMA) Resolution Time for
each Class-C Incident / Total number of
Class-C Incidents Resolved
Provided however where the total number of
Class-C Incidents Resolved in the Reporting
Period equals zero (0), ALLTEL's Performance
Designation for Class-C Incident ART shall be
deemed to be a "Maximum."
(d) PERFORMANCE DESIGNATIONS. The Performance Designations for
ALLTEL's Actual Performance for Incident Management are as
follows:
PERFORMANCE DESIGNATION
----------------------------------------------------
BELOW
CLASS TARGET MINIMUM MAXIMUM
----- ------ ------- -------
Class-A Incident Average > 5 Days 5 Days 4 Days or less
Resolution Time (ART)
Class-B Incident Average > 15 Days 15 Days to 11 Days 10 Days or Less
Resolution Time (ART)
Class-C Incident Average > 45 Days 45 Days to 31 Days 30 Days or Less
Resolution Time (ART)
4. SERVICE LEVEL PERFORMANCE ASSESSMENT.
4.1 SERVICE LEVEL PERFORMANCE ASSESSMENT. From the Initial Assessment
Date and for each month of the Term, ALLTEL shall calculate and
apply a Monthly Service Level Performance Payment/Credit in
accordance with this Section which shall reduce or increase (as
applicable) the amount invoiced by ALLTEL in connection with the
Service Fees. Subject to the remainder of this Section, the
Monthly Service Performance Payment/Credit shall equal the amount
representing the product of: (i) .01 and (ii) the Monthly Total
Service Level Factor (calculated as provided below) and (iii) the
Access Line Charges.
F - 23
4.2 MONTHLY TOTAL SERVICE LEVEL FACTOR. The Monthly Total Service
Level Factor shall represent the sum of the Service Level Factors
(defined below) for each of the Service Level Measurements listed
in Table 4.1 below provided that if a Performance Designation for
any Tier I Service Level Measurement is "Below Target" as
determined in the following subsection, then the Monthly Total
Service Factor shall equal negative one (-1.0).
4.3 SERVICE LEVEL FACTORS. ALLTEL each month shall determine the
Service Level Factors for each of the individual Service Level
Measurements listed in Table 4.1. The Service Level Factor for any
such Service Level Measurement shall be established by: (i)
assigning a Performance Designation of "Maximum," "Minimum" or
"Below Target" to that Measurement by comparing the level of
Actual Performance by ALLTEL in that month to the level of
performance set forth for each Service Level Measurement and (ii)
determining a Service Level Factor for such Service Level
Measurement based upon Table 4.1 and the Performance Designation
assigned in accordance with the preceding clause.
For example, if the Performance Designation for WAN Availability,
a Tier I Service Level Measurement, is "Below Target", the Monthly
Total Service Factor shall equal to negative one (-1.0) and no
calculations would be performed for the Tier II Service Level
Measurements. Likewise, if the Performance Designations for both
WAN Availability and On-line Availability are "Below Target", the
Monthly Total Service Factor shall be equal to negative one
(-1.0).
For example, if ALLTEL achieves a "Minimum" Performance
Designation for all of the Tier I Service Level Measurements and
achieves a "Maximum" Performance Designation for all of the Tier
II Service Level Measurements then the Monthly Total Service Level
Factor would equal 1.33
(.30+.125+.125+.065+.10+.065+.15+.20+.10+.10) (i.e., the total of
all of the "Maximum" Service Level Factors for Tier II).
For example, if ALLTEL achieves a "Minimum" Performance
Designation for all of the Tier I Service Level Measurements and
achieves a "Maximum" Performance Designation for all of the Tier
II Service Level Measurements, except for Class-A Incident ART
(for which it receives a "Below Target" Performance Designation),
then the Monthly Total Service Level Factor would equal 0.93
(.30+.125+.125+.065+.10+.065+.15-.20+.10+.10).
4.4 APPLICATION OF MONTHLY SERVICE LEVEL PERFORMANCE PAYMENT/CREDIT.
The Monthly Service Level Performance Payment/Credit shall be
included as a separate line item on each of the invoices provided
by ALLTEL to Client and be applied as follows:
(a) If the Monthly Service Level Performance Payment/Credit has
a value that exceeds zero, the Service Fees owed by Client
to ALLTEL for that month
F - 24
shall be increased by the amount of Monthly Service Level
Performance Payment/Credit;
(b) If the Monthly Service Level Performance Payment/Credit has
a value that is less than zero, the Service Fees owed by
Client to ALLTEL for that month shall be reduced by the
amount of the Monthly Service Level Performance
Payment/Credit without regard to its negative value; and
(c) If the Monthly Service Level Performance Payment/Credit
equals zero, the Service Fees owed by Client to ALLTEL for
that month shall not be adjusted on account of this
Section.
ALLTEL shall retain all records necessary to determine the Monthly
Service Level Performance Payment/Credit for a period of one hundred and
twenty Days (120) from the date of the invoice upon which such payment
appears and shall provide such records to Client upon reasonable request.
F - 25
TABLE 4.1
SERVICE LEVEL FACTORS
TIER I SERVICE LEVEL MEASUREMENTS
SERVICE LEVEL
FACTOR FOR BELOW SERVICE LEVEL FACTOR SERVICE LEVEL FACTOR
TARGET FOR MINIMUM FOR MAXIMUM
---------------- -------------------- --------------------
ON-LINE AVAILABILITY -- -- .05
SYSTEM RESPONSE TIME -- -- .05
WAN AVAILABILITY -- -- .05
TIER II SERVICE LEVEL MEASUREMENTS
BILLING ACCURACY -.30 .25 .30
AGED TOLLS -.125 .10 .125
COMPLETION PROCESSING -.125 .10 .125
PRODUCTION DELIVERY
NOTICES -.065 .05 .065
ACCESS BILLS -.10 .05 .10
TOLL -.065 .05 .065
END-USER BILLS -.15 .10 .15
INCIDENT MANAGEMENT
CLASS-A INCIDENT ART -.20 .15 .20
CLASS-B INCIDENT ART -.10 .075 .10
CLASS-C INCIDENT ART -.10 .075 .10
F - 26
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EXHIBIT G
FINAL
EXHIBIT G
CLIENT-PROVIDED THIRD PARTY SOFTWARE
Following is the list of Client-Provided Third-Party Software to be
provided by Client pursuant to this Agreement for use by Client in conjunction
with the Services.
CATEGORY APPLICATION APPLICATION DESCRIPTION VENDOR
---------- ---------------- ----------------------- ----------------
Wireline Microsoft Office Word Processing, Microsoft
Operation Spreadsheet, Database
Wireline Equifax Equifax Credit Bureau Equifax
Operation
Wireline Hand-Held Software for Hand-Held To Be Determined
Interface Terminals Terminals used by Client
Field Staff
Wireline SSI Switch System Interface To Be Determined
Interface
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EXHIBIT H
FINAL
EXHIBIT H
ALLTEL SOFTWARE
Following is the list of ALLTEL Software provided pursuant to this Agreement for
use by Client in conjunction with the Services:
CATEGORY APPLICATION APPLICATION DESCRIPTION
------------------ ----------- -----------------------------------------------
Wireline Billing CAMS Customer Accounting Management System
Wireline Billing CABS Carrier Access Billing System
Wireline Billing EQA Equal Access System/CARE Customer Access Record
Exchange
Wireline Operation CTS Consolidated Testing System
Wireline Operation Frontware Platform Interface
Wireline Operation TARP Trouble Analysis Reporting System
Wireline Operation TRS Trouble Reporting System
Wireline Operation E911 Emergency Dialing System
Wireline Operation CCS Service Order Entry
Wireline Operation WFM Work Force Management System
Wireline MPS Message Processing System- Toll (Subsystem of
CAMS)
Wireline Interface LIDB Line Identification Database
Data Storage RVS Report Viewing System
Data Storage DW DB2 Data Warehouse
Wireline Operation PUB Directory Publishing
Wireline Interface Equifax Equifax Credit Bureau
Wireline Operation MIROR Line Assignment/
Plant Record System
Wireline Interface WFM Hand-Held Terminals used by Field Employees
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EXHIBIT I
FINAL
EXHIBIT I
ALLTEL-PROVIDED THIRD-PARTY SOFTWARE
Given below is the list of ALLTEL-Provided Third-Party Software provided
pursuant to this Agreement for use by Client in conjunction with the Services.
CATEGORY APPLICATION APPLICATION DESCRIPTION VENDOR
-------- ----------- ---------------------------- --------------
Wireline ASAP Access Services & Metasolv, Inc.
Operation Provisioning System
Wireline BILLDATS Switch polling - detail call Lucent
Operation records to route for billing
Wireline WAN Third-Party Software TBD
Operation necessary to operate WAN
equipment
ALLTEL will also provide all software used at ALLTEL's data center facilities,
including but not limited to, ALLTEL's facilities in Twinsburg, Ohio and Little
Rock, Arkansas, used by ALLTEL to provide either of Managed Operations Services,
Managed Network Services, Disaster Recovery Services, or Output Processing
Services.
dba COMMUNICATIONS, LLC
EXHIBIT J
FINAL
EXHIBIT J
VARIABLE STAFF
1. VARIABLE STAFF.
1.1 ALLTEL shall provide the Variable Staff which shall be of two
(2) functional types: (1) staff to perform Application
Services and Development and (2) staff to perform Table
Administration, both as described in this Exhibit J. The
pricing for such Variable Staff is set forth in Exhibit E. If
functions other than Application Services and Development and
Table Administration are desired by the Client, ALLTEL will
work in cooperation with the Client to define the requisite
skills for the corresponding function(s) and, upon the
Client's request, provide Client with a fee estimate for the
procurement of such additional Variable Staff.
1.2 The table below reflects the recommended level of Variable
Staff for each functional category following the Client's
second Conversion and this level shall be referred to as the
"Recommended Base Resource Level." In accordance with Section
9.4 of the Agreement, Client may request that the level of
each functional category of Variable Staff be increased or
decreased, and ALLTEL will use its reasonable best efforts to
provide increases or decreases in accordance with Section 9.4;
but in no case shall the level of Variable Staff for each
functional category fall below the "Minimum Resource Level"
specified below for that category (except as provided in
Section 19.4 of the Agreement and Exhibit P with respect to
Table Administration).
RECOMMENDED BASE
FUNCTIONAL CATEGORY RESOURCE LEVEL MINIMUM RESOURCE LEVEL
------------------- ---------------- ----------------------
Application Services and Fourteen (14) Resources Five (5) Resources
Development
Table Administration Four (4) Resources Four (4) Resources
1.3 Each Variable Staff resource shall provide to Client, on
average, no less than one-hundred thirty-two (132) hours of
work per month, which is six (6) hours per Day, twenty-two
(22) workdays per month. Vacation, holidays, sick leave and/or
short term disability, personal time (appointments with
doctors, dentists, funerals, emergencies, etc.), meetings,
personnel activities, and various administrative tasks account
for the remaining time.
2. DESCRIPTION OF APPLICATIONS SERVICES AND DEVELOPMENT. Application
Services and Development refers to the ongoing Enhancement (as defined
in Section 3.1(b)) of those systems identified as ALLTEL Software in
Exhibit H and the processing of Ad Hoc Requests (as defined in Section
3.1(f)).
J-1
The Variable Staff will provide the software design, development,
testing and implementation functions described in Section 3.1 of this
Exhibit. The parties shall consult with one another for clarification
of specifications and requirements during software functional design,
testing and implementation stages in accordance with ALLTEL's Software
Development Methodology Process described in Section 4.1. Functional
design is a shared responsibility between Client and ALLTEL. Unless
otherwise agreed by the parties, the technical design, coding, unit
test, system test and performance test phases shall be the primary
responsibility of ALLTEL. The technical design phase will include due
diligence to ensure that all development efforts result in work
products that are production ready. The functional requirements and
user acceptance test phases shall be the joint responsibility of both
ALLTEL and Client. During technical design, coding, unit test, and
system test phases, Client may monitor, and ALLTEL will report,
progress against the schedule.
The Variable Staff will provide technical project leadership, along
with technical and analyst personnel whose primary responsibilities
shall be to support the feasibility analysis, estimating, scope
definition, design, development, testing and implementation of
Enhancements to the ALLTEL Software, as well as respond to Ad Hoc
Requests for technical support. Maintenance, including correction of
defects, incident handling, performance tuning, and other similar
activities, is not performed by the Variable Staff but rather is
provided as a part of Managed Operations Services described in Exhibit
A.
3. PRODUCTS AND SERVICES. This section defines the products and services
that are included in or excluded from Application Services and
Development.
3.1 INCLUDED PRODUCTS AND SERVICES. Applications Services and
Development is comprised of and the Variable Staff shall be
used to provide the following products and services:
(a) REGULATORY CHANGES. The Variable Staff will provide
"Regulatory Changes." "Regulatory Changes" are
modifications required to the ALLTEL Software
requested by Client as a result of actions taken by
the Federal Communications Commission, various state
public service commissions, state taxing authorities,
and other recognized organizations charged with
establishing industry standards. The planning process
(the "Planning Process") described in the Software
Development Methodology Process document described in
Section 4.1 is the means by which Regulatory Changes
are approved and prioritized.
(b) RELEASE AND ENHANCEMENT IMPLEMENTATION. The Variable
Staff will implement "Enhancements" of the ALLTEL
Software and enhancements, updates, and releases of
the ALLTEL-Provided Third Party Software in
accordance with Section 8.4 of the Agreement.
"Enhancements" refers to any modifications to the
ALLTEL Software requested or approved by Client.
These Enhancements change or add functionality, and
do not include replacement or new systems. Included
J-2
are the tasks necessary to define and document
requirements, code, test and implement such changes.
The Planning Process is the means by which such
changes are approved and prioritized.
(c) NEW SUBSYSTEMS. The Variable Staff may, at the
request of Client, develop new subsystems not
currently included in the ALLTEL Software described
in Exhibit H. The Planning Process is the means by
which such changes are approved and prioritized.
(d) NEW APPLICATIONS.The Variable Staff may, at the
request of Client, develop new applications not
currently included in the ALLTEL Software described
in Exhibit H. ALLTEL may also participate, at the
request of Client, in the evaluation, analysis and
selection of potential third party applications for
the benefit of Client. In either case, ALLTEL may
also provide services to convert to, or install,
these new applications as needed. The Planning
Process is the means by which such projects are
approved and prioritized.
(e) COMMON DEVELOPMENT. The Variable Staff may, upon
approval of Client, participate in Common Development
projects (as defined in Section 4.2 of this Exhibit).
Planning efforts between Client and ALLTEL, together
with similar efforts between ALLTEL and other
customers, can provide the opportunity to leverage
work on common requirements. ALLTEL will identify
such common requirements and, when practicable,
propose to Client that certain Enhancements be
accomplished through Common Development projects with
other ALLTEL customer(s). The Common Development
Process is outlined in Section 4.2 of this Exhibit J.
Common Development may impact the desired delivery
date of any implementation.
(f) AD HOC REQUESTS. The Variable Staff may respond to Ad
Hoc Requests by Client, which may include one-time
reports, application research, and other
miscellaneous tasks. Ad Hoc Requests do not require
ALLTEL resources to conduct enhancement feasibility
analysis, nor do they change the way the ALLTEL
Software functions. Additionally, Ad Hoc Requests are
not defects (i.e., where the application does not
perform as documented), incidents, or performance
tuning. Ad Hoc Requests are referred to as Requests
for Information Services (RIS), and are approved and
prioritized in accordance with ALLTEL's Software
Development Methodology Process described in Section
4.1.
3.2 EXCLUDED PRODUCTS AND SERVICES. The following products and
services are excluded from Application Services and
Development and are not provided by the Variable Staff:
J-3
(a) INCIDENT MANAGEMENT. Incident Management is
modifications to the ALLTEL Software made as a result
of application defects (failure to perform as
documented). Incident Management is included in
Managed Operations Services (Exhibit A) and is
described in Exhibit F.
(b) CONVERSION SERVICES. In some cases, the purchase or
sale of properties will necessitate a conversion.
Those Conversion Services are not included in the
Application Services and Development.
(c) MAINTENANCE. Maintenance, including the correction of
defects, is included in Managed Operations Services
described in Exhibit A.
4. PROCESSES AND METHODOLOGIES.
4.1 SOFTWARE DEVELOPMENT METHODOLOGY PROCESS. ALLTEL shall follow
its standard and published Software Development Methodology
Process by which ALLTEL will enhance, modify or change the
ALLTEL Software. The goals of the Software Development
Methodology Process are as follows:
(a) Utilize a consistent, repeatable development
methodology;
(b) Utilize a consistent, repeatable change control
methodology;
(c) Utilize a consistent, repeatable implementation
methodology; and
(d) Provide timely, predictable implementation of
approved enhancement requests.
This process is described in detail in the Software
Development Methodology Process document available upon
request.
4.2 COMMON DEVELOPMENT PROCESS. "Common Development" is defined as
any Enhancement, Regulatory Change, or any other products and
services included in Application Support and Development (as
described in Section 3.1 of this Exhibit J), which is provided
by ALLTEL through the Variable Staff on behalf of more than
one ALLTEL customer. The goals of the Common Development are
as follows:
(a) Define the procedures for approval of requested
services to become Common Development;
(b) Define the proportion of Application Services and
Development hours that each customer provides to the
Common Development project;
(c) Define the process for establishing priorities;
J-4
(d) Define the manner in which requirements specific to
one customer are handled;
(e) Define the rights and responsibilities of the parties
regarding withdrawal from a Common Development
project; and
(f) Define the parties' right to participate in Common
Development projects that have already been
commenced.
Client will often have the same or similar requirements as
other customers of ALLTEL. In order to leverage Client's
Variable Staff resources, ALLTEL will attempt, whenever
practical, to gain approvals from various customers to do the
work as part of a Common Development project. Client will have
the option, at Client's discretion, to participate or not to
participate in the Common Development project.
5. TABLE ADMINISTRATION. Table Administration will begin one month after
the Effective Date and is defined as the administration of the tables
required for the proper functioning of the ALLTEL Software, and
includes initial set-up of CAMS, CABS, CCS, ASAP, MIROR, TARP and TRS,
as well as ongoing manipulation of CAMS, CCS and CABS based on Client's
business directives. The ALLTEL Software are table-driven systems.
Parameters, such as the number and date of billing cycles, data
retention periods, etc., are determined by the tables. Because of the
complexity of the systems and the number of options, knowledge of the
table data values and their interrelationships are mandatory for proper
utilization of the ALLTEL Software.
Variable Staff providing Table Administration will work with Client
personnel to analyze the Client's initial and ongoing needs, interpret
those needs in light of system requirements, enter appropriate values
in all parameter fields to accomplish Client's stated objectives with
regard to the systems, monitor and verify the results of those initial
entries and ongoing changes, and communicate with Client the system's
output with Client's stated objectives. Client and ALLTEL agree to
jointly develop a process for Client to approve changes made to tables.
Client must approve, or waive approval of, all changes to tables prior
to elevating those changes to production.
5.1 CLIENT RESOURCES AND RESPONSIBILITIES. Client shall be
responsible for the following Client Resources and responsibilities:
(a) Work with ALLTEL to analyze initial and ongoing needs
regarding system parameters;
(b) Work with ALLTEL to develop a process for Client
approval of changes made to tables;
J-5
(c) Communicate to ALLTEL the necessary business input to
allow the Variable Staff to establish and maintain
the tables in a manner consistent with Client's
business objectives;
(d) Approve (or waive approval of) changes as appropriate
per defined process to be mutually agreed upon by
ALLTEL and Client; and
(e) Adjust the level of Table Administration as Table
Administration resources are reasonably needed to
provide timely administration of the tables.
5.2 ALLTEL RESPONSIBILITIES. ALLTEL shall be responsible for the
following:
(a) Work with Client to analyze initial and ongoing needs
regarding system parameters;
(b) Interpret business needs as they relate to system
requirements and enter appropriate values in all
parameter fields to accomplish the stated objectives;
and
(c) Work with Client to develop a process for Client
approval of changes made to tables.
dba COMMUNICATIONS, LLC
EXHIBIT K
FINAL
EXHIBIT K
DISASTER RECOVERY
1. DESCRIPTION OF DISASTER RECOVERY SERVICES.
1.1 ALLTEL shall provide to the Client throughout the Term the
"Disaster Recovery Services" described in this Exhibit K for
the Managed Operations Services, Managed Network Services and
Output Processing Services, including, but not limited to, a
Recovery Facility (as defined below) which is equipped to
provide the Managed Operations Services, Managed Network
Services and Output Processing Services in the event that a
Disaster (as defined below) is declared and disaster recovery
is required. ALLTEL's complete disaster recovery plan is
available for review by Client, if desired, upon reasonable
notice. Because of the nature of the document, however,
permanent copies are not provided to clients of ALLTEL, nor is
duplication permitted. The document contains information that
applies specifically to ALLTEL's proprietary methodologies and
processing facilities environment. Owing to technological
advancements, the potential for change to that environment is
high; thus, close monitoring of the disaster recovery plan is
required to maintain accuracy and prevent obsolescence.
1.2 Throughout the Term of the Agreement, ALLTEL will, at ALLTEL's
expense, maintain in effect all contracts and/or arrangements
necessary to provide the Disaster Recovery Services.
1.3 The Client acknowledges that Disaster Recovery Services are
designed to deal with extraordinary circumstances, which are
expected to cause a substantial portion of the capabilities
within the ALLTEL facilities used to provide either of the
Managed Operations Services, Managed Network Services or
Output Processing Services to be unavailable for a period
exceeding seventy-two (72) consecutive hours. In the event of
a Disaster, Disaster Recovery Services will provide on-line
availability for the core business functions of Managed
Operations Services and rerouting of the WAN to provide access
to the Recovery Facility, although Client may experience
degradation of response time. If necessary, Disaster Recovery
Services will also include provision of Output Processing
Services from a Recovery Facility, although ALLTEL's time of
performance for Output Processing Services may be increased.
Client acknowledges that some data may be lost during the time
period between the Disaster and the restoration of the
processing capabilities at the Recovery Facility.
1.4 ALLTEL will test the disaster recovery capabilities at least
once per calendar year. The Client shall be required to
participate in the disaster recovery testing when requested by
ALLTEL Such participation shall consist of Client verifying
online availability and the accuracy of data recovered.
K-1
1.5 Following are definitions that are utilized to describe
disaster recovery processing, followed by an outline of
general actions taken, or responsibilities assumed, by ALLTEL
relative to recovery from a Disaster. More detailed
descriptions of processes are provide in the aforementioned
disaster recovery plan.
1.6 The following terms will have the indicated meanings:
(a) "DISASTER" A Disaster is an event or circumstance
that causes, will cause, or which is reasonably
expected to cause the processing capabilities of the
ALLTEL facilities used to provide the Managed
Operation Services, Managed Network Services and
Output Processing Services, as applicable, to be
unavailable to the Client for a period of seventy-two
(72) consecutive hours or more.
(b) "RECOVERY FACILITY" Recovery Facility is the one or
more hot-site disaster recovery facilities provided
by ALLTEL pursuant to contractual agreement(s) to
provide both recovery testing and critical processing
activities necessary to provide either the Managed
Operations Services, Managed Network Services or
Output Processing Services in the event a Disaster is
declared.
2. ROLES AND RESPONSIBILITIES.
2.1 ALLTEL ROLES AND RESPONSIBILITIES. In addition to other
obligations set forth in this Exhibit, ALLTEL will take the
following actions, or assume the following responsibilities,
in the event of a Disaster. ALLTEL reserves the right to
modify these responsibilities from time to time as appropriate
and based upon changing conditions subject to Client's written
approval which shall not be unreasonably withheld.
(a) ALLTEL will declare the Disaster and communicate this
declaration to the Recovery Facility and the Client.
(b) ALLTEL will maintain all necessary contract(s) to
provide the Recovery Facility.
(c) ALLTEL will restore the operating environment at the
Recovery Facility.
(d) ALLTEL will restore on-line and batch processing at
the Recovery Facility.
(e) ALLTEL will maintain copies of the operating
environment and application data files for back up
and recovery purposes.
(f) ALLTEL will provide a named disaster recovery liaison
and alternate to liaison facilitate communication
during a Disaster.
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(g) ALLTEL will provide Client with periodic processing
status updates during a declared Disaster.
(h) ALLTEL will maintain a current Disaster Recovery
Plan.
(i) ALLTEL will provide notice of the annual test
described in Section 1.4.
(j) ALLTEL will develop the Recovery Facility test script
for the annual test.
(k) ALLTEL will define the prescribed plan for
restoration of the processing environment and
application recovery procedures.
(l) ALLTEL will continue critical processing activities
at the Recovery Facility until the Disaster condition
is resolved, will declare the Disaster condition
resolved and will migrate processing back to the
normal environment. For purposes of this subsection,
"resolved" means that processing is returned to the
original site of operations or to a rebuilt site if
the original site is destroyed.
2.2 CLIENT ROLES AND RESPONSIBILITIES. Client will take the
following actions and assume the following responsibilities in
the event of a Disaster:
(a) Client will provide a named disaster recovery liaison
and alternate to liaison facilitate communication
during a Disaster condition.
(b) Client will participate in the creation of the
Recovery Facility test script for the annual test as
described in Section 1.4.
Client is responsible for all disaster recovery arrangements
for Client business functions that are not included within
ALLTEL's responsibilities for Managed Operations Services,
Managed Network Services and Output Processing Services.
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dba COMMUNICATIONS, LLC
EXHIBIT L
FINAL
EXHIBIT L
CONVERSION SERVICES
1. DESCRIPTION OF CONVERSION SERVICES.
1.1 DEFINITIONS.
(a) "ACTUAL PERFORMANCE" means the results of the
Measurement Components for ALLTEL's actual
performance to be measured against the Conversion SLA
described in Section 6 of this Exhibit L.
(b) "CLOSING DATE" means the "Closing Date" as such term
is defined in the GTE Agreements.
(c) "CONVERSION" means the process of establishing the
necessary Target Environments and populating their
data components from the Source Environments for the
Access Lines.
(d) "CONVERSION COMPLETION DATE" means the date of the
completion of the Conversion Services, including
Post-Conversion Activities, for the second Conversion
under this Exhibit L.
(e) "CONVERSION DATE" means the first Day of the month
following the commencement of the Target Conversion
Dates, currently anticipated to be June 1, 2000 and
September 1, 2000, subject to the provisions of
Section 4 of this Exhibit.
(f) "CONVERSION PROJECT PLAN" means the written plan for
both Conversions prepared jointly by ALLTEL and
Client.
(g) "CONVERSION SERVICES" means ALLTEL's obligations
necessary to convert the Access Lines and as
described in this Exhibit L, including but not
limited to ALLTEL's responsibilities to be set forth
in the Conversion Project Plan.
(h) "CONVERSION SLA" means the measurement and service
level for Conversion Services described in Section 6
of this Exhibit.
(i) "CONVERSION SLA FACTOR" means the factors set forth
in Table L.2 in Attachment 2 for computing the
Conversion SLA Performance Payment.
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(j) "CONVERSION SLA PERFORMANCE PAYMENT/CREDIT" means the
value by which the Service Fees for Conversion
Services are adjusted in accordance with Section 6.5
of this Exhibit L.
(k) "GTE" means GTE Southwest Incorporated or any of its
affiliates.
(l) "MEASUREMENT COMPONENTS" means the measurement
criteria set forth in Attachment 1 to this Exhibit.
(m) "MEASUREMENT COMPONENT PERCENTAGE" means the
percentages for measuring the load rates achieved in
converting data components from the Source
Environment to the Target Environment to be mutually
agreed upon by the parties and used to measure the
quality of ALLTEL's Actual Performance for each of
the Measurement Components listed in Attachment 1 to
this Exhibit.
(n) "POINTS" means the relative weight assigned to the
Measurement Components set forth in Attachment 1 to
this Exhibit.
(p) "POST-CONVERSION ACTIVITIES" means the activities
during the thirty (30) Days following each Conversion
Date (i.e., currently anticipated to be the
activities from June 1 through June 30, 2000 for the
first Conversion and the activities from September 1
through September 30, 2000 for the second
Conversion). Such activities include the correction
of errors associated with data that is unable to
transfer accurately from the Source Environment to
the Target Environment and on-site support where
needed and mutually agreed upon.
(q) "SOURCE ENVIRONMENTS" means the environments within
which the Source Systems currently operate and
includes, for example, data for end-user billing,
outside plant records for telephone cables,
interconnecting equipment and for telephone exchange
equipment, customer service information for E911,
special services and directory, and pending service
order activity for end-user and carrier access
billing.
(r) "SOURCE SYSTEMS" means the systems currently in use
by GTE for supporting the Access Lines.
(s) "SYSTEM GROUPS" means the grouping of systems by
Measurement Components and Criteria as set forth in
Attachment 1 to this Exhibit.
(t) "TARGET CONVERSION DATES" means the commitment dates
for the installation of each Target System in each
Conversion to be mutually agreed upon by the parties
in accordance with the provisions of Section 4 of
this Exhibit.
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(u) "TARGET ENVIRONMENTS" means the environments within
which the converted Access Lines will be supported by
the Target Systems and other components, as described
in Section 1.2 of this Exhibit L.
(v) "TARGET SYSTEMS" means the systems which will support
the Access Lines after Conversion specified in
Section 1.2(c) of this Exhibit.
1.2 IN SCOPE. The Client's data from the Source Environments shall
be converted into Target Environments consisting of the
following components (which shall be "In-Scope"):
(a) operational components (as described in Exhibits A,
B, C and D);
(b) infrastructure components (as described in Exhibits A
and B); and
(c) the following application systems (software, control
tables and parameters, application data stores):
(i) ALLTEL Software as described in Exhibit H;
(ii) ALLTEL-Provided Third Party Software
described in Exhibit I; and
(iii) Equifax which is included within
Client-Provided Third Party Software
described in Exhibit G.
ALLTEL will support the Client's testing of interfaces to
applications and/or systems which are "Out-of-Scope" (as
described in Section 1.3), including interfaces to SSI, line
testing, HHT, payroll and accounting This testing support
shall be included In-Scope as mutually agreed by the parties.
ALLTEL will test the industry specific interfaces including
Billing and Collection providers, LIDB, and AT&T Invoice
Derived Billing services.
1.3 OUT OF SCOPE. Any applications or systems not specifically
listed as in scope in Section 1.2 of this Exhibit L are not
included in the Conversion and are a Client responsibility
(referred to herein as "Out-of-Scope"). Those Out-of-Scope
applications include, but are not limited to, Client-Provided
Third Party Software (except for Equifax), accounting
applications, HRMS, JDEdwards, PeopleSoft, SSI and the
construction of interfaces between ALLTEL Software and Client
applications, such as Client general ledger and payroll
applications.
2. CONVERSION APPROACH.
2.1 Conversion of the Access Lines will be accomplished as two
separate Conversions, one on June 1, 2000 for Access Lines
located in Oklahoma and the
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other on September 1, 2000 for Access Lines located in Texas
and New Mexico as described in Section 4 of this Exhibit and
as mutually agreed by the parties.
2.2 The detailed tasks necessary for each Conversion (including
each party's specific roles and responsibilities) will be
identified in the Conversion Project Plan which shall be
developed jointly by ALLTEL and Client. The initial draft of
the Conversion Project Plan (indicating tasks, estimated
effort, timeframes and end products for activities to be
conducted in support of each Conversion) shall be prepared by
ALLTEL by December 29, 1999. The Conversion Project Plan will
include, for example, the expected commencement and completion
dates for integration testing, user acceptance testing, mock
conversion testing, Post-Conversion Activities, identification
of table load requirements, dates by which the parties will
agree upon the Measurement Component Percentages as set forth
in Section 6.4 of this Exhibit, identification of
interdependencies between tasks, key milestones, level of
Client Resources and level of ALLTEL-provided resources
assigned to tasks, deliverables, and completion criteria. The
Conversion Project Plan shall also track at a milestone level
the following activities not included in the Conversion
Services described in this Exhibit L: the Pre-Conversion
Enhancements as described in Section 1.5 of Exhibit E and Gap
Closure described in Section 1.2 of Exhibit E. Execution of
tasks in the Conversion Project Plan will be the
responsibility of the party so identified in the Conversion
Project Plan. Both ALLTEL and Client are responsible for
adequate and timely staffing and performance of all tasks as
assigned.
2.3 ALLTEL will obtain data from the Source Environment and load
such data into the Target Environment for the Target Systems
included In-Scope as described in Section 1.2 of this Exhibit.
ALLTEL will provide project and design documents describing
the details of how the Conversions will be accomplished under
the Conversion Project Plan.
2.4 ALLTEL will synchronize the data among the relevant Target
Systems included In-Scope as described in Section 1.2 of this
Exhibit to the extent allowed by the data from the Source
Environment.
2.5 ALLTEL will provide integration testing, support for user
acceptance testing, mock conversion testing, programmatic
post-Conversion data cleansing and application modifications
to conversion programs for each Conversion.
3. ROLES AND RESPONSIBILITIES.
3.1 JOINT RESPONSIBILITIES.
(a) Both ALLTEL and Client are responsible for accurate
and timely reporting of task progress and
completions, as well as accurate reporting of project
status. Reporting on status will require involvement
in weekly tracking meetings and other meetings as
needed.
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(b) ALLTEL and Client will create Target Environment data
tables for Table Administration, as specified in
Exhibit J.
(c) ALLTEL and Client shall jointly conduct
Post-Conversion Activities, including programmatic
correction of errors by ALLTEL and service order
cleanup by Client.
3.2 ALLTEL ROLES AND RESPONSIBILITIES. In addition to the
obligations otherwise set forth herein and ALLTEL's
responsibility to timely complete its obligations under the
Conversion Completion Plan for each of the Conversions,
ALLTEL's obligations will include:
(a) Overall project responsibility for planning and
managing each Conversion, including project support
services, testing, exit planning and implementation;
(b) Execution of integration testing;
(c) Mapping, development and testing of conversion
programs, including writing programs to support those
conversions which are automated;
(d) Execution of mock conversion testing;
(e) Support of the Client acceptance test in conjunction
with Client;
(f) Provide testing environment for all testing phases
and ALLTEL-provided resources to answer questions
regarding how application systems function;
(g) Implementation of the final Conversions;
(h) Communications to Client regarding conversion
process, including project status reporting;
(i) Specify rules used to verify translations; and
(j) Upon the request of Client, providing assurance in
writing signed by either the representative of ALLTEL
set forth in Section 18.1 of the Agreement or an
executive at ALLTEL authorized to make the
representation that ALLTEL shall timely complete its
obligations under this Exhibit L; provided, however,
that liability for failure of ALLTEL to accomplish
the representations made in such writing shall be
limited to those penalties and payments otherwise set
forth in this Exhibit L.
3.3 CLIENT RESOURCES AND RESPONSIBILITIES. Client Resources and
responsibilities include:
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(a) Assisting in data mapping as required;
(b) Manual data cleanup;
(c) Executing test scripts and verifying test results for
the Client acceptance test;
(d) Ensuring that Client Resources are available as
required, including but not limited to Client
Resources to help review and approve test results;
(e) Ensuring timely assistance from GTE as provided in
Section 3.4;
(f) Identifying test equipment and providing necessary
connectivity for CTS;
(g) Assigning Client Resources to the mapping and gapping
sessions;
(h) Meeting with ALLTEL to understand the Conversion
process;
(i) Manual equipment inventory and verification of
installed equipment to the extent Client chooses to
perform such inventory and verification;
(j) Develop and execute Client acceptance test scenarios
in conjunction with ALLTEL;
(k) Provide required business decisions in a timely
manner; and
(l) Provide proper industry notification of the
Conversions.
3.4 CLIENT RESPONSIBILITY FOR GTE ACTIVITIES. Client shall use its
reasonable best efforts to ensure that GTE will timely provide
the GTE assistance, data and information required to
accomplish the Conversions, including, but not limited to, the
Source Environment data for the Target Environments, or Client
will otherwise timely obtain such assistance, data and
information.. The assistance, data and information to be
obtained from GTE includes, but is not limited to, the
following:
(a) Appropriate resources as needed to participate in the
mapping and gapping sessions;
(b) Accurate and timely extract data from GTE systems;
(c) Month-end data;
(d) Timely availability of GTE system staff for mapping
and questions; and
(e) Information for pending service orders in a usable
format.
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Consistent with the Conversion Project Plan described in
Section 2.2 of this Exhibit, ALLTEL will notify either GTE or
Client of ALLTEL's data requirements for the Target
Environment and will notify Client if GTE fails to timely
respond to ALLTEL's requests. Upon receiving notice of GTE's
failure to timely respond, Client shall use its reasonable
best efforts to cause GTE to respond as soon as possible to
ALLTEL's request or Client shall provide such information as
soon as possible using Client Resources.
3.5 QUALITY OF DATA. Quality of converted data is a joint
responsibility, with identifiable duties for both Client and
ALLTEL:
(a) ALLTEL is responsible for the automation of
jointly-defined conversion program rules (algorithms)
to take electronically available Source System data
and convert it to identified Target System data
structures.
(b) Client will cooperate by providing documentation of
relevant Client business practices, defining data
translation rules, populating user tables, and
verifying resulting data quality.
(c) ALLTEL will provide control data and audit reports as
defined in the Conversion project plan to support the
verification.
(d) As early as practical, ALLTEL and Client will
cooperate to set data quality and quantity targets,
including mutual agreement on Measurement Component
Percentages for the Conversion SLA as set forth in
Section 6.4 of this Exhibit, if applicable.
(e) During testing, Client and ALLTEL will cooperate to
identify and correct defects (e.g., software or
tables errors) and refine algorithms.
4. SCHEDULE. Each party agrees and acknowledges that conversion of each
Source Environment may have unique requirements and issues and that
timely Conversions are dependant upon the timely participation of both
parties and GTE. The activities within a Conversion are spread over a
period of time, so that not all Target Systems are installed on the
same day. For ease of communication, a Conversion will be described as
occurring on a mutually agreed upon Conversion Date at the beginning of
a month, with the understanding that Target Conversion Dates, and thus
the Conversion Date, will range over a period of days beginning in the
prior month and ending in the Conversion month. Target Conversion Dates
for the installation of each Target System in each Conversion will be
set based upon the Conversion Project Plan and mutually agreed to in
writing by both parties. The parties shall use their reasonable best
efforts to agree upon the specific Target Conversion Dates on or before
the date that the parties agree on the final Measurement Component
Percentages as described in Section 6.4(j) of this Exhibit. The parties
agree that the final Target Conversion Date shall be no later than
September 8, 2000, subject to the assumptions set forth in Section 5 of
this Exhibit. For purposes of determining ALLTEL's Actual Performance
of the Conversion SLA, the Target
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Conversion Date for a particular system shall be the later of the date
mutually agreed to in writing for such Target System or the first Day
of the month of the Conversion (i.e., June 1, 2000 or September 1,
2000). Further, Conversion shall be deemed to have occurred on the
Target Conversion Date for that Target System so long as the applicable
Target System is in production prior to the start of business on the
next business Day. All Conversions, including Post-Conversion
Activities are expected to be completed by September 30, 2000. Should
all Conversions not be completed by this time, both ALLTEL and Client
will use their best efforts to perform their obligations under the
Conversion Project Plan in order to complete the remaining Conversions
as soon as possible.
5. CONVERSION ASSUMPTIONS. Any changes to or deviations from the following
assumptions could affect the quality, schedule and/or cost of the
Conversion Services:
5.1 Client will convert to one of ALLTEL's existing LIDB
providers.
5.2 There will be timely receipt of accurate and complete data
from both Client and GTE.
5.3 There will be one fully automated, flash-cut Conversion for
Oklahoma and one fully automated, flash-cut Conversion for
Texas and New Mexico as to be specified in the Conversion
Project Plan for Access Lines to be converted.
5.4 GTE and Client Resources (including information, decisions and
resources) required to plan and implement the Conversions will
be accurate, complete and made available to ALLTEL on a timely
basis.
5.5 There will be no application modifications except for the
Pre-Conversion Enhancements described in Section 1.5 of
Exhibit E which are scheduled, prioritized, tested and
installed prior to the applicable Conversion.
5.6 Electronic data extracts will be available from all GTE
applications for data that is to be converted from Source
System to Target System as to be specified in the Conversion
Project Plan for Access Lines to be converted.
5.7 One GTE source system and practices exist for each
application.
5.8 Client will provide business analysts for data verification of
both reference data and conversion data as to be specified in
the Conversion Project Plan for Access Lines to be converted.
5.9 There will be no significant reprioritization of tasks by
Client after development of and agreement on the Conversion
Project Plan.
5.10 Client will provide timely and complete verification of test
results in conjunction with ALLTEL as to be specified in the
Conversion Project Plan for Access Lines to be converted.
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5.11 AT&T subscribers will continue to receive AT&T Invoice Derived
Billing.
5.12 ALLTEL will xxxx client retail customers utilizing the same
billing cycles as currently being utilized within GTE.
5.13 Client exchanges will convert as full Revenue Accounting
Offices.
6. CONVERSION SLA AND OTHER PAYMENTS.
6.1 GENERAL. Subject to Section 6.2 of this Exhibit, ALLTEL shall
use its reasonable best efforts to perform the Services in
connection with each Conversion at a level of quality,
performance and timeliness at least equal to the Conversion
SLA.
6.2 EXCLUSIONS. With respect to either Conversion, as applicable,
ALLTEL shall be not be subject to any claim of material breach
and shall be relieved of its responsibility for any failure to
meet the Conversion SLA to the extent that any of the
following adversely affects ALLTEL's ability to timely
accomplish either Conversion, provide the Conversion Services
or meet any Measurement Component Percentage:
(a) any of the assumptions set forth in Section 5 of this
Exhibit are materially incorrect;
(b) there is not at least ninety (90) Days between each
of Client's Conversions;
(c) Client fails to timely provide the Client Resources
and responsibilities under Section 3.3 or to ensure
timely participation by GTE under Section 3.4 of this
Exhibit; or
(d) there occurs a force majeure event under Section 17
of the Agreement.
6.3 MATERIAL BREACH.
(a) Based upon the facts and circumstances at the time,
Client has the right to declare that ALLTEL has
committed a material breach of the Agreement under
Section 19.2 of the Agreement, provided that the
underlying facts support such a claim. Client shall
have waived its right to terminate the Agreement
pursuant to Section 19.2 based on ALLTEL's Actual
Performance of the Conversion Services with respect
to the Conversion for which the Conversion SLA
Performance Payment/Credit or any payment from ALLTEL
pursuant to Section 6.3(b) or (c) was accepted if
such claim is not brought within ninety (90) Days of
the Conversion Completion Date for the second
Conversion; provided ALLTEL does not refuse or fail
to provide information reasonably requested by Client
which the
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Client reasonably deems necessary to determine
whether a breach may have occurred and that Client
had actual knowledge of such breach.
(b) Subject to the provisions of Section 15 of the
Agreement, in the event (i) ALLTEL materially
breaches its obligations as provided in Section 19.2
in providing the Conversion Services under this
Exhibit L; (ii) Client elects not to terminate this
Agreement or the Conversion Services under Section
19.2 of the Agreement; and (iii) the Closing Date for
the affected Conversion is extended without Client
incurring expenses for Continuation Services as
described in Schedule 9.4 of the GTE Agreements,
ALLTEL shall be responsible for Client's reasonable
out-of-pocket operating expenses from the Day of the
initial scheduled Closing Date through the earlier of
the revised Closing Date or commencement of
Continuation Services under subsection (c) for call
center employee expenses, payroll and employees'
expenses for headquarters staff and lease expenses
for Call Centers and Client headquarters, in an
amount of not to exceed $[*****] per month for a
breach related to the Conversion of the Oklahoma
Access Lines and $[*****] per month for a breach
related to the Conversion of the Texas and New Mexico
Access Lines.
(c) In addition to amounts payable under subsection (b)
of this Section, in the event (i) ALLTEL materially
breaches its obligations as provided in Section 19.2
in providing the Conversion Services under this
Exhibit L; (ii) Client elects not to terminate this
Agreement or the Conversion Services under Section
19.2 of the Agreement; and (iii) as a result of such
breach, Client incurs direct out-of-pocket expenses,
actually incurred, for Continuation Services as
described in Section 9.4 of the GTE Agreements,
ALLTEL shall be responsible for (i) expenses for
Continuation Services as described in Section 9.4 of
the GTE Agreements in an amount not to exceed
$[*****] plus the recurring monthly processing
charges for Client's Access Lines limited to the
amount of $[*****] for each Access Line for which
Client obtains Continuation Services for a period of
not to exceed six (6) months. Upon request by Client,
ALLTEL shall pay such amounts directly to GTE by the
due dates agreed to by Client and GTE.
(d) Client shall use reasonable best efforts to negotiate
the Continuation Services Agreement as defined in the
GTE Agreements and obtain regulatory approvals in
connection with the purchase of the Access Lines in
such a manner as to minimize ALLTEL's liability under
this Section, provided that, all decisions regarding
such matters shall be at Client's sole discretion.
6.4 ESTABLISHMENT OF MEASUREMENT COMPONENT PERCENTAGES. The
Measurement Component Percentages for each Measurement
Component shall be determined and mutually agreed upon using
the following process and in accordance with the Conversion
Project Plan:
(a) CONDUCT INITIAL ASSESSMENT OF DATA. ALLTEL will
perform an initial assessment of data extracted from
the Source Systems within twenty (20)
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business Days following receipt of all data from Client and/or
GTE which is needed for ALLTEL to perform the assessment.
(b) ANALYZE AND REPORT ON INITIAL ASSESSMENT OF DATA. The
results of the initial assessment of data described
in subsection (a) above will be analyzed jointly by
ALLTEL and Client to determine what data exists on
the Source System and/or extract. ALLTEL will provide
Client with reports describing actual Source System
record counts verses expected record counts.
(c) PERFORM INTEGRATION TESTS. ALLTEL will perform
integration testing to establish the initial
Measurement Component Percentages.
(d) DETERMINE STEPS TO IMPROVE MEASUREMENT COMPONENT
PERCENTAGES. A detailed list of required tasks which
may improve the initial Measurement Criteria
Percentage for each Measurement Component will be
created by ALLTEL and provided to Client, together
with the anticipated percentage increase in the
Measurement Criteria Percentage associated with each
task.
(e) UNDERTAKE ACTIVITIES TO IMPROVE INITIAL MEASUREMENT
COMPONENT PERCENTAGES. ALLTEL and Client shall
mutually agree to undertake quality improvement tasks
intended to improve the initial Measurement Component
Percentages established based on integration test
results. ALLTEL and Client shall establish testing
targets for mock conversion testing based on the
anticipated results of those quality improvement
tasks. Quantity improvement tasks may include the
following:
- Modification to programming conversion
algorithms performed by ALLTEL;
- Table corrections performed by ALLTEL or
Client;
- Data clean-up performed by Client;
- Data cleansing performed by ALLTEL.
Each quality improvement task will be assigned to
either ALLTEL or Client and will be documented by
ALLTEL. For example, a programmatic change which may
improve the initial Measurement Criteria Percentage
for the Measurement Component CAMS Customer Entities
may be identified with the anticipated percentage
increase in the Measurement Criteria Percentage for
that Measurement Component of five percent (5%).
ALLTEL and Client would mutually agree that such task
would be assigned to ALLTEL. with the anticipation
that the Measurement Criteria Percentage for that
Measurement Component against which ALLTEL will be
measured following Conversion would be increased as a
result of the successful completion of the assigned
task. ALLTEL will be held accountable only for the
task assigned to ALLTEL. If Client does not timely
perform tasks assigned to Client, Measurement
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Component Percentage would not be increased for that
Measurement Component to the extent expected as
related to those tasks.
(f) CONDUCT MOCK CONVERSION TESTING. ALLTEL will perform
mock conversion testing to determine whether the
activities described in subsection (e) above had the
anticipated effect and to refine the initial
Measurement Component Percentages.
(g) DETERMINE STEPS TO FURTHER IMPROVE MEASUREMENT
COMPONENT PERCENTAGES. A follow-up list of quality
improvement tasks which may further improve the
Measurement Criteria Percentages will be created by
ALLTEL and provided to Client, together with the
anticipated percentage increase in the Measurement
Criteria Percentage associated with each task.
(h) UNDERTAKE ADDITIONAL ACTIVITIES TO IMPROVE INITIAL
MEASUREMENT COMPONENT PERCENTAGES. ALLTEL and Client
shall mutually agree to undertake additional quality
improvement tasks intended to further improve the
Measurement Component Percentages. Each quality
improvement task will be assigned to either ALLTEL or
Client and will be documented by ALLTEL. ALLTEL will
be held accountable only for the task assigned to
ALLTEL. If Client does not timely perform tasks
assigned to Client, Measurement Component Percentage
would not be increased for that Measurement Component
to the extent expected as related to those tasks.
(i) AGREE UPON FINAL MEASUREMENT COMPONENT PERCENTAGES.
Based on the results of and after the completion of
the activities described in subsections (a) through
(h) of this Section 6.4, ALLTEL and Client shall
mutually agree in writing upon the final Measurement
Component Percentages to be used in evaluating
ALLTEL's Actual Performance with the Conversion SLA.
6.5 CONVERSION SLA PERFORMANCE ASSESSMENT. ALLTEL's Actual
Performance of the Conversion SLA, together with the resulting
Conversion SLA Performance Payment/Credit shall be determined
separately for each Conversion. The determination of ALLTEL's
Actual Performance for each Conversion shall be made as of the
date of the completion of Post-Conversion Activities for each
Conversion and in accordance with this Section 6.5.
(a) CONVERSION SLA PERFORMANCE PAYMENT/CREDIT. Subject to
the remainder of this Section, for each Conversion
the Conversion SLA Performance Payment/Credit shall
be equal to the amount representing the product of:
(i) .03 of the Conversion Fees (as defined in Exhibit
E) for that Conversion (determined based on the ratio
that the number of Access Lines in that Conversion
bears to the total number of Client Access Lines
converted pursuant to this Exhibit L) and (ii) the
applicable Conversion
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SLA Factor. The Conversion SLA Performance
Payment/Credit (which may be a negative amount if
such payment is in Client's favor) shall be applied
to the balance of the Capitalized Conversion Fees (as
defined in Exhibit E) as of the date of calculation.
(b) MISSED CONVERSION DATE AND CONVERSION SLA FACTOR. If
the Conversion to any Target System occurs after the
Target Conversion Date for that Target System as a
result of the negligence, inaction or fault of ALLTEL
and ALLTEL makes any payments to Client pursuant to
Section 6.3(b) or (c) of this Exhibit, the Conversion
SLA Factor shall be zero (0) and neither Client nor
ALLTEL shall be eligible for any Conversion SLA
Performance Payment/Credit.
(c) POINT TOTALS AND CONVERSION SLA FACTOR. If Conversion
to any Target System occurs on or before the mutually
agreed upon Target Conversion Date for that Target
System or occurs after the mutually agreed upon
Target Conversion Date for that Target System as a
result of actions or inactions beyond the reasonable
control of ALLTEL (including without limitation the
exclusions set forth in Section 6.2 of this Exhibit):
(i) For each Measurement Component, ALLTEL's
Actual Performance shall be compared to the
Measurement Component Percentage mutually
agreed upon by ALLTEL and Client as set
forth in Section 6.4 of this Exhibit. If
ALLTEL's Actual Performance is within a two
percent (2%) range of the Measurement
Component Percentage or exceeds the
Measurement Component Percentage, ALLTEL
shall earn the Points associated with that
Measurement Component as set forth in
Attachment 1 to this Exhibit. If ALLTEL's
Actual Performance is not at least within a
two percent (2%) range of the Measurement
Component Percentage, ALLTEL earns zero (0)
Points for that Measurement Component.
ALLTEL acknowledges that for purposes of
determining ALLTEL's Actual Performance, to
the extent data fails to map to agreed upon
field locations in the Target System, such
data will not be considered "loaded" as that
term is used in Attachment 1 to this
Exhibit.
(ii) For each System Group, the Points for each
of the Measurement Components shall be
totaled and compared with Table L.1 in
Attachment 1 to determine whether the Points
for each System Group is "Below Target". If
the Points for any System Group is "Below
Target", then ten (10) Points shall be
subtracted from the total Points for
purposes of determining the Conversion SLA
Factor under Table L.2.
L-13
(iii) Using Table L.2 set forth in Attachment 2 to
this Exhibit, the Conversion SLA Factor
shall be determined on the basis of the
total Points for ALLTEL's Actual Performance
which shall be the sum of the Points for
each System Group less any reduction as
specified in subsection (ii) above.
L-14
ATTACHMENT 1
CONVERSION SLA
MEASUREMENT COMPONENTS. The following lists the Measurement Components for each
System Group of Target Systems measured by the Conversion SLA. As set forth in
Exhibit L, ALLTEL and Client shall mutually agree on the Measurement Component
Percentages for each Measurement Criteria set forth below in accordance with the
provisions of this Exhibit L.
ASAP AND CABS MEASUREMENT COMPONENTS AND CRITERIA
MEASUREMENT COMPONENTS MEASUREMENT CRITERIA SYSTEM POINT VALUE
---------------------- -------------------- ------ -----------
Percent of Network Loaded Percent of circuits, equipment, and equipment 3
assignments loaded from Source System to ASAP
Target System.
Percent of Circuits with DLRs Percent of Circuits that have a corresponding 2
DLR. ASAP
Percent of CLLI Codes Loaded Percent of entities residing on the source 1
file will be loaded to the target system ASAP
(measured by source file control reports and
conversion load reports).
Percent of ASR Orders Loaded Percent of ASR orders residing on the source 2
file will be loaded to the target system. ASAP
Percent of Local Orders Loaded Percent of Local Orders residing on the 2
source file will be loaded to the target ASAP
system.
Special Circuits Percent of special circuits loaded into ASAP 5
from CABS residing on the source file will be CABS
loaded to the target system.
Switched Circuits Percent of switched circuits loaded into ASAP 5
from CABS residing on the source file will be CABS
loaded to the target system.
CAMS MEASUREMENT COMPONENTS AND CRITERIA
MEASUREMENT COMPONENTS MEASUREMENT CRITERIA SYSTEM POINT VALUE
---------------------- -------------------- ------ -----------
Customer Entities Percent of customer accounts residing on the CAMS 2
Source System that loaded to the Target
System.
Served Entities Percent of telephone access lines residing on CAMS 6
the source file that loaded to the target
system.
Non-Recurring Charges - Charges for Percent of charges for services that occur CAMS 2
services that occur only once. only once residing on the source file that
loaded to the target system.
Recurring Charges Percent of charges for services that occur on CAMS 6
a monthly basis residing on the source file
that loaded to the target system.
Unapplied Adjustments Percent of miscellaneous charges and credits CAMS 2
that have not been applied to the customer's
balance.
Unapplied Payments Percent of payments that have not been CAMS 2
applied to the customer's balance residing on
L-15
the source file that loaded to the target
system.
Deposits Percent of amounts that are held by the CAMS 2
company as security against the customer's
account residing on the source file that
loaded to the target system.
Directory Advertising Percent of amounts charge to the customer on CAMS 2
a monthly basis for directory advertising
contract residing on the source file that
loaded to the target system.
Balances Percent of amounts owed by the customer CAMS 4
residing on the source file that loaded to
the target system.
MPS Usage Extract Percent of entities residing on the source CAMS 6
file that loaded to the target system
(measured by source system count rpts and
conversion load rpts).
MPS Balance from Conversion Percent of unbilled toll messages that CAMS 4
loads to Front End loads convert from Source System to CAMS.
MPS Balance from Front End loads Percent of unbilled toll messages that are CAMS 2
to Back End loads processed within a xxxx cycle.
CCS MEASUREMENT COMPONENTS AND CRITERIA
MEASUREMENT COMPONENTS MEASUREMENT CRITERIA SYSTEM POINT VALUE
---------------------- -------------------- ------ -----------
Percentage of premises loaded in CCS from the CCS 4
CCS Premises Load input from MIROR, Directory, and CAMS
CAMS Load Percentage of customers loaded into CCS from CCS 4
CAMS input
Pending Order Load Rate Percentage of pending orders loaded into CCS CCS 2
from pending order input(s)
E911 MEASUREMENT COMPONENTS AND CRITERIA
MEASUREMENT COMPONENTS MEASUREMENT CRITERIA SYSTEM POINT VALUE
---------------------- -------------------- ------ -----------
Customer Load Percent of customers on the file vs. customer E911 7
records loaded in the E911 system.
MSAG Load Percent of MSAGs sent vs. MSAGS loaded in E911 7
E911 system per Client instructions.
MIROR AND TARP MEASUREMENT COMPONENTS AND CRITERIA
MEASUREMENT COMPONENTS MEASUREMENT CRITERIA SYSTEM POINT VALUE
---------------------- -------------------- ------ -----------
M POTS Load Percent of phone numbers on the Client Source MIROR 5
System file adjusted for missing numbers
identified by Client vs. records loaded in
MIROR.
M Special Load Percent of circuits on the Client Source MIROR 5
System file adjusted for missing circuits
identified by Client vs. special circuit
records loaded in MIROR.
T POTS Load Quantity Percent of phone numbers loaded in MIROR TARP 3
versus records loaded in TARP.
L-16
T Specials Load Quantity Percent of circuits loaded from GTE Source TARP 3
System and ASAP System to TARP System.
L-17
dba COMMUNICATIONS, LLC
EXHIBIT L
FINAL
ATTACHMENT 2
CONVERSION SLA
TABLE L.1
SYSTEM GROUP BELOW TARGET MAXIMUM POINTS AVAILABLE
------------ ------------ ------------------------
CABS/ASAP < 15 Points 20 Points
CAMS < 30 Points 40 Points
CCS < 6 Points 10 Points
E911 < 14 Points 14 Points
MIROR/TARP < 11 Points 16 Points
----------
Total Point Value 100 Points
----------
TABLE L.2
TOTAL POINTS FOR ALLTEL'S ACTUAL PERFORMANCE CONVERSION SLA FACTOR
-------------------------------------------- ---------------------
80 - 100 Points 1.0
75 - 79 Points 0.66
70 - 74 Points 0.33
< 70 Points - 0.5
L-18
dba COMMUNICATIONS, LLC
EXHIBIT M
FINAL
EXHIBIT M
TRAINING SERVICES
This Exhibit describes the services that constitute the "Training
Services", which shall consist of the "Call Center Training" described in
Section 1, the "Trainer Development" described in Section 2, and the "Non-Call
Center Application Training" described in Section 3. At Client's request, ALLTEL
will provide the following Training Services in accordance with the Training
Plan described in 6.1(f) to the Client's call center agents ("Call Center
Staff"), Client trainers, including both employees and subcontractors ("Client
Trainers") and other Client employees or subcontractors ("Other Staff").
1. CALL CENTER TRAINING. The following section describes Call Center
Training consisting of Call Center Staff Training and Call Center
Application Training.
1.1 CALL CENTER STAFF TRAINING. The Call Center Staff Training
curriculum will consist of Client-specific business processes,
business skills, sales skills and application training
developed and delivered as a comprehensive unit.
Client-specific training material will be developed,
customized, produced and provided per course. Call Center
Staff Training will include:
COURSE NAME DESCRIPTION
----------- -----------
Business Process Classes will instruct Call Center Staff in
the process flows surrounding different call and
transaction types the Call Center Staff is expected
to receive.
Telephone Skills Classes will provide instruction in basic telephone
etiquette promoting good general phone skills, i.e.,
acknowledging holds, proper greeting and close, and
courtesy.
Products and Services Classes will provide instruction based on Client's
products and services and defines features and
functions of each product.
Call Maps/Call Flow Classes will walk Call Center Staff through the
majority of call types they are expected to receive
and how to process an inbound call step by step.
Sales Classes will be designed to help Call Center Staff
maximize selling skills by listening to customer
needs, selecting proper products, overcoming
objections, and closing the sale.
Call Center Orientation Classes will be designed to provide Call Center Staff
with an overview of the environment in which they
will be working.
Departmental Interfaces Classes will be designed to introduce Call Center
Staff to other operating departments with which they
will interface.
Role Play and Call On-going role-play and call simulation exercises will
Simulation be administered by ALLTEL and Client Trainers prior
to the center opening. This allows Call Center Staff
to perform in a near-work environment and is a
precursor to accepting "live" calls.
Basic Telephony An introduction to the telecommunications industry,
language, and work environment.
Technical Knowledge A high-level overview of the ALLTEL suite of
Overview applications. This provides instruction on how each
product performs as well as its role within the
1.2 CALL CENTER APPLICATION TRAINING. Call Center Application
Training will be conducted at Client's facilities and will
consist of the following classes:
COURSE NAME DESCRIPTION
----------- -----------
CCS A hands-on class that provides in-depth instruction
on the CCS application, which is used to process
service orders.
Report Viewing System A hands-on, self-paced introduction to the tool,
which is used to view and print reports.
CAMS A hands-on class that provides instruction and use of
the ALLTEL billing system. CAMS is used to record
customer service order data, track billing, process
messages and post payments.
TARP A hands-on class that provides instruction and use of
the Trouble Analysis Reporting Process application.
TARP is used to record trouble reports from
customers.
E911 A hands-on class that provides instruction and use of
the E911 system using a Master Street Address Guide
(MSAG).
2. TRAINER DEVELOPMENT. The following Client Trainer Development shall be
provided by ALLTEL to Client Trainers for Call Center Staff and Other
Staff. The Trainer Development Process shall consist of the following
four (4) phases:
PHASE DESCRIPTION
----- -----------
Phase I - Attend Class ALLTEL will teach the classes noted in this Exhibit to the Client
Instructed by ALLTEL Trainers. Each Client Trainer who will instruct a course must first
complete the course as a participant.
Phase II -Trainer Development Client Trainers will assist ALLTEL trainers as the ALLTEL trainers
prepare for class.
Phase III - In Class Support ALLTEL will coach and assist Client Trainers as they prepare to teach
(Transition) their assigned class(es). An ALLTEL trainer will attend classes
instructed by a Client Trainer for each class listed in this Exhibit as
an assistant. ALLTEL will provide support, coaching, follow-up and
debriefing during these classes.
Phase IV - Post Training ALLTEL will provide a minimal training staff to answer questions and
Support resolve problems as they arise.
M-2
3. NON-CALL CENTER APPLICATION TRAINING. ALLTEL will provide the following
Non-Call Center Training to Client Trainers and Other Staff:
COURSE NAME DESCRIPTION
----------- -----------
TARP A hands-on class that provides instruction
and use of the Trouble Analysis Reporting
Process application. TARP is used to record
trouble reports from customers.
ASAP - An overview of the Access Services and
Introduction Provisioning application.
ASAP - Access A hands-on class that provides instruction
Ordering and the use of the Access Services and
Provisioning application. It is used to
enter access service requests.
ASAP - A hands-on class that provides instruction
Engineering and use of the Access Services and
Provisioning application used to design
special circuits.
MIROR A hands-on class that provides instruction
and use of the Mechanized Inventory Records
Order Reconciliation system. MIROR maintains
the inventory database of switches, cables,
terminals, telephone numbers and other
equipment or facilities that make up the
telephone network.
MPS A hands-on class that provides instruction
and use of the MPS application. MPS prepares
all message records (telephone calls) for
end-user billing and distribute the records
to the proper billing system.
E911 A hands-on class that provides instruction
and use of the E911 system using a Xxxxxx
Xxxxxx Xxxxxxx Xxxxx (XXXX).
XXX - XXX A hands-on class that provides instruction
and use of the Work Force Management
application, that interacts with hand-held
devices.
WFM - UDS A hands-on class that provides instruction
and use of the Work Force Management System
used to send messages out to the workforce.
CABS A hands-on class that provides instruction
and use of the CABS application. CABS is
used to xxxx customers for leasing and/or
using a local telephone company's circuits
(access lines).
CAMS A hands-on class that provides instruction
and use of the ALLTEL billing system for
non-call center users (e.g. accounts
receivable).
CTS A hands-on class that provides instruction
and use of centralized access to several
different types of line testing equipment
(test heads). The course will cover two main
activities:
- Automatic tests for reported troubles
- Request and review of line tests
4. TRAINING SERVICES AFTER THE CONVERSION COMPLETION DATE. Client may
obtain additional Training Services after the Conversion Completion
Date under the following conditions:
(a) Client will schedule the additional Training Services on no
less than sixty (60) Days advance written notice.
(b) Client acknowledges that the scheduling of additional Training
Services is subject to ALLTEL training resources availability
for the requested dates.
(c) ALLTEL will provide the additional Training Services in the
quantities, at the times and under the conditions mutually
agreed by ALLTEL and Client.
M-3
5. ASSUMPTIONS. The Service Fees for Training Services are based on the
following assumptions. ALLTEL may increase the Service Fees for
Training Services and/or ALLTEL shall be allowed additional time to
perform the Training Services if any of the following assumptions are
materially incorrect:
(a) The Training Services curriculum will be developed and
tailored specifically for the Client and will include the
classes described in Sections 1, 2 and 3 of this Exhibit.
(b) All Call Center Staff, Client Trainers and Other Staff will be
proficient in the use of PCs and Windows 9X/NT prior to
classroom training.
(c) Trainer Development and Call Center Training will occur
simultaneously and will require approximately ten (10) to
twelve (12) weeks for each Call Center Staff to complete. Upon
completion, an additional two (2) weeks of role-playing will
be required for each Call Center Staff including Client
Trainers.
(d) ALLTEL will provide the Call Center Training for up to two
hundred (200) Call Center Staff in no less than fourteen (14)
and no greater than seventeen (17) groups of classes.
(e) Training of Client Trainers will be conducted on-site at one
(1) or more of Client's facilities provided with WAN
Connectivity as set forth in Exhibit B.
(f) The Client shall provide classrooms with at least one
workstation for each student and instructor with proper
connectivity for the applications to be trained, as well as
standard training equipment, including whiteboards, flip
charts, overhead projector and PC projection unit.
(g) Training Services will be scheduled and conducted according to
the Training Plan described in Section 6.1(f) and Client
requirements on which the Training Plan is based do not
materially change. If the Client makes decisions that alter
the Training Plan, ALLTEL reserves the right to adjust the
Service Fees and/or time of delivery appropriately.
(h) Exact class sizes will be determined by the Training Plan
provided by ALLTEL. The size is currently estimated at twelve
(12) to fifteen (15) students per class.
(i) All training and materials will be provided in English.
6. ROLES AND RESPONSIBILITIES.
6.1 ALLTEL ROLES AND RESPONSIBILITIES. In addition to the other
obligations set forth in this Exhibit, ALLTEL shall be
responsible for the following:
M-4
(a) For Call Center Application Training (described in
Section 1.2) and Non-Call Center Application Training
(described in Section 3) classes that are taught by
ALLTEL trainers, ALLTEL will provide all handout
materials, manuals, procedure guides and overheads
required. These items will be shipped to the training
site prior to the start of each class.
(b) From the Effective Date through the Conversion
Completion Date, ALLTEL will provide all handout
materials, manuals, procedure guides and overheads
required for the Call Center Staff Training classes
described in Section 1.1. These items will be shipped
to the training site prior to the start of each Call
Center Staff Training class.
(c) ALLTEL will provide class agendas and time schedules
in connection with the Training Services.
(d) From the Effective Date through the Conversion
Completion Date, ALLTEL will provide a training plan
owner to coordinate training times, schedules, and
travel arrangements.
(e) Following each class taught by ALLTEL, ALLTEL will
provide the Client with: o Sign-In sheets from the
class; and o A copy of the completed class
evaluations
(f) If ALLTEL is required to reschedule a class, written
notice will be given to Client at least ten (10)
business days in advance if possible.
(g) Within sixty (60) Days from the Effective Date,
ALLTEL will provide to Client a written Training Plan
for Training Services that will describe the specific
Training Services to be provided by ALLTEL.
(h) From the Effective Date through the Conversion
Completion Date, ALLTEL shall be responsible for
maintaining the training environment consistent with
the production environment.
(i) After the Conversion Completion Date, ALLTEL will
continue to maintain the training environment as
provided in Exhibit A. In order to make changes to
the Client-specific training data, Client must submit
a SER or RIS through the Variable Staff. Client is
responsible for making all changes to the
Client-specific training data.
6.2 CLIENT RESOURCES AND RESPONSIBILITIES. Client shall be
responsible for the following Client Resources and
responsibilities:
M-5
(a) Client shall provide no less than ten (10) employees
or subcontractors who will participate as Client
Trainers in the Call Center Training Trainer
Development. The Client Trainers will be identified
on or prior to the date specified in the Training
Plan.
(b) Pay travel costs, shipping fees, lodging fees, and
travel time for ALLTEL trainers as a Pass-Through
Expense.
(c) After the Conversion Completion Date, the Client will
be responsible for maintaining and updating all
training materials, except for ALLTEL material
provided for the Call Center Application Training and
Non-Call Center Application Training taught by ALLTEL
as provided in Section 6.1(a) of this Exhibit. Client
shall nonetheless remain responsible for any
customization of the material provided by ALLTEL
pursuant to Section 6.1(a).
(d) The Client will provide a training liaison, which
will be the single contact responsible for
coordinating pre-training, training, and
post-training activities at the Client facilities.
These activities include scheduling of classes and
participants, receiving shipped material, providing
directions to the facility, coordinating connectivity
and logons, assisting in testing connectivity and
access to the software, providing rosters, making all
classroom reservations and preparations, and
confirming class registration. The Client training
liaison will coordinate activities with the ALLTEL.
(e) If it becomes necessary to cancel a class, the Client
will notify ALLTEL via e-mail at least ten (10)
business Days in advance of the class. Otherwise,
Client will be charged a cancellation fee. The
cancellation fee will not exceed the price of the
class specified in Exhibit E. The Client will also be
responsible for informing the Client employees of the
class cancellation.
(f) The Client is responsible for ensuring that the
Client Trainers have knowledge of Client's business
policies, presentation skills and training skills
prior to starting the Trainer Development plan.
(g) After the completion of the Training Plan, the Client
will be responsible for training the Client
employees. Additional Training may be requested by
the Client in accordance with the provisions of this
Exhibit.
(h) The Client is responsible for ensuring all Call
Center Staff is hired on or prior to the latest hire
dates specified in the Training Plan. The Client will
further ensure that Call Center Staff complete all
training prerequisites per the Training Plan.
M-6
(g) After the Conversion Completion Date, the Client will
be responsible for coordinating and scheduling all
training database activities, including refreshes and
updates.
7. CONFIDENTIALITY. Notwithstanding any other provision of this Agreement,
prior to attending any classes described in this Exhibit M,
subcontractors of Client must execute a Confidentiality and
Non-Disclosure Agreement, in the form provided by ALLTEL, prohibiting
such subcontractor(s)' disclosure or mis-use of any ALLTEL Confidential
Information which may be disclosed during such classes.
M-7
EXHIBIT N
MUTUAL CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is effective as of the
19th day of August, 1999, ("Effective Date"), and is by and between dba
Communications, LLC, 0000 00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, X.X. 00000,
and ALLTEL INFORMATION SERVICES, INC., 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000. For purposes of this Agreement, the party providing Confidential
Information (as that term is defined below), and such party's direct or indirect
subsidiary corporations and affiliates shall be referred to as the "Transmitting
Party" and the party receiving the Confidential Information (as such term is
defined below) and such party's direct or indirect subsidiary corporations and
affiliates shall be referred to as the "Receiving Party".
IN CONSIDERATION of the mutual promises and covenants contained herein,
the parties hereto agree as follows:
1. Any agreements, financial information, data, reports,
analyses, compilations, statistics, summaries, source or object code,
documentation, manuals, studies, and any other materials or information, or any
materials based thereon, whether written or oral, concerning a Transmitting
Party, including, without limitation, such Transmitting Party's intellectual
property, clients, businesses plans, policies, procedures, standards and
products (collectively the "Confidential Information") furnished directly or
indirectly by a Transmitting Party or any of such Transmitting Party's
directors, officers, employees, agents, attorneys, accountants, advisors and
other representatives (collectively the "Representatives"), shall be kept
confidential and shall not, without the Transmitting Party's prior written
consent, be disclosed by the Receiving Party or its Representatives in any
manner whatsoever, in whole or in part, except to the extent that the Receiving
Party or its Representatives becomes legally compelled to disclose any of the
Confidential Information (and the Receiving Party complies with the provisions
of Paragraph 4). The Receiving Party agrees to reveal the Confidential
Information only to Representatives who need to know, and who are informed by
the Receiving Party of the confidential nature of the Confidential Information
and who agree to act in accordance with the terms and conditions of this
Agreement.
2. The term "Confidential Information" does not include
information which (i) was or becomes generally available to the public other
than as a result of a disclosure by the Receiving Party or the Receiving Party's
officers, employees, agents, or advisors, or (ii) was or becomes available to
the Receiving Party on a non-confidential basis from a source other than the
Transmitting Party or its advisors, provided that such source is not bound by a
confidentiality agreement with the Transmitting Party, or (iii) was within the
Receiving Party's possession prior to its being furnished, provided that the
source of such information was not bound by a confidentiality agreement in
respect thereof, or (iv) was independently acquired as a result of work carried
out by an employee of the Receiving Party to whom no disclosure of such
information has been made directly or indirectly.
3. Within a reasonable time after the Transmitting Party's
written request, the Receiving Party shall promptly redeliver all written
material containing or reflecting any information contained in the Confidential
Information and will not retain any copies, extracts, or other reproductions in
whole or in part of such written material. All documents, memoranda, notes, or
other writings whatsoever, prepared and based on the information contained in
the Confidential Information shall be returned or destroyed.
4. The Receiving Party acknowledges the competitive value and
confidential nature of the Confidential Information and that disclosure thereof
to any third party could be competitively harmful to the Transmitting Party. In
the event that the Receiving Party or any party to whom it transmits the
Confidential Information pursuant to this Agreement becomes legally compelled to
disclose any of the
Confidential Information, the Receiving Party shall provide the Transmitting
Party with prompt notice, so that the Transmitting Party may seek a protective
order or other appropriate remedy. In the event that such protective order or
other remedy is not obtained, the Receiving Party shall furnish only that
portion of the Confidential Information which is legally required and the
Receiving Party shall exercise its reasonable best efforts to obtain reasonable
assurance that confidential treatment will be accorded the Confidential
Information.
5. The Receiving Party acknowledges and agrees that, given the
nature of the Confidential Information and the competitive damage that would
result to the Transmitting Party if information contained therein is disclosed
to any third party, money damages would not be sufficient remedy for any breach
of this Agreement by the Receiving Party, and that, in addition to all other
remedies, the Transmitting Party shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any such breach, and the
Receiving Party further agrees to waive any requirement for the securing or
posting of any bond in connection with such remedy.
6. No failure or delay by the Transmitting Party in exercising
any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege hereunder.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas. All judicial proceedings to
be brought with respect to the Agreement or any other dispute between the
parties hereto shall be brought in the United States District Court for the
Eastern District, Western Division of Arkansas in Little Rock, Arkansas (the
"Court") and by execution and delivery of this Agreement, the parties hereto
each accepts generally and unconditionally the non-exclusive jurisdiction of the
Court and irrevocably waives any objection (including, without limitation, any
objection of the laying of venue based on the grounds of forum non-conveniens)
which either of them may now have or hereafter have to the bringing of any such
action or proceeding with respect to this Agreement or any other dispute in the
Court.
8. In the event that any provision of this Agreement shall be
held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.
9. The parties hereto agree that this Agreement constitutes the
complete and exclusive statement of the terms and conditions between the parties
covering the subject matter hereof, supersedes all prior agreements and
understandings concerning such subject matter, whether oral or written and
cannot be amended except in writing executed by an authorized representative of
each party.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives as of the Effective Date.
ALL TEL INFORMATION SERVICES, INC. DBA COMMUNICATIONS, LLC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
---------------------------------- --------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Title: Senior Vice President - Sales & Title: VP Strategic Planning
Marketing, Telecommunication Services
- 2 -
ATTACHMENT II
EXHIBIT O
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement, effective this 24th day of November 1998, is
made by and between DBA Communications, Inc., having its principal place of
business at 0000 00xx Xxxxxx, XX, Xxxxxx, Xxx. 000, Xxxxxxxxxx, XX 00000
("Evaluator") and the GTE operating companies identified on the signature page,
having their principal place of business at 000 Xxxxxx Xxxxx, XXX00X00, Xxxxxx,
Xxxxx ("GTE").
In connection with proposed transactions between Evaluator and GTE related to
the possible sale or exchange of certain GTE assets consisting of telephone
exchanges and associated assets, each party is prepared to make available and
disclose to the other party certain information concerning its business,
financial condition, operations, liabilities and assets under terms that will
protect the confidential and proprietary nature of such information. This
information is collectively referred to herein as "Evaluation Material" as
hereinafter defined.
1. The term "Disclosing Party" means either party when it or its
Representative provides or authorizes disclosure of its Evaluation
Material.
2. The term "Recipient" means either party when it receives directly or
indirectly through its Representative the Evaluation Material of the
other party.
3. The term "Evaluation Material" shall include all documents, information
(written or oral), business descriptions and any other materials
prepared or provided by a party or its Representative to the other
party or its Representative, as well as all notes, analyses,
compilations, studies, interpretations or other documents prepared by
Recipient or its Representative that contain, reflect or are based
upon, in whole or in part, information furnished to Recipient by
Disclosing Party or its Representative.
The term "Evaluation Material" does not include information that (i) is
or becomes generally available to the public other than as a result of
an unauthorized disclosure by Recipient or its Representative, (ii) was
already in Recipient's possession prior to its being furnished or
disclosed by or on behalf of Disclosing Party, provided that the
information was received by Recipient in good faith from a party not
subject to a confidentiality obligation with respect to such
information, or (iii) becomes available to Recipient on a
non-confidential basis, provided that the source of such information is
not subject to a confidentiality obligation with respect to such
information.
4. The term "Representative" shall include but is not limited to all
agents appointed by a party for the purpose of providing Evaluation
Materials to the other party, as well as a party's attorneys or
accountants. A party's affiliates shall also be considered
Representatives. An affiliate is any individual, corporation,
partnership, limited liability company or similar entity that directly
or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such party.
5. The Parties agree to use the Evaluation Material received solely for
the purpose of evaluating the possible purchase or sale of GTE assets
that may be offered for sale or otherwise identified by GTE. Recipient
agrees that the Evaluation Material received will be kept strictly
confidential, and that Recipient and its Representative will not
disclose any of the Evaluation Material to any third party in any
manner whatsoever. In addition, Recipient agrees that without the prior
written consent of Disclosing Party it will not
1
ATTACHMENT II
disclose to any third party that the Evaluation Material has been made
available to Recipient, that discussions or negotiations are taking
place concerning the possible sale of Disclosing Party assets, or any
of the terms, conditions or other facts with respect to such
discussions or negotiations unless, in the written opinion of legal
counsel, such disclosure is mandated by the valid order of a court or
other governmental agency or is otherwise mandated by law. If, in the
opinion of legal counsel, disclosure is mandated by law or governmental
agency. Recipient will give Disclosing Party written notice of its
intent to disclose such information at least five (5) business days
prior to disclosure in order to allow Disclosing Party to seek a
protective order preventing such disclosure.
6. Recipient may disclose and give a copy of the Evaluation Material to
representatives who will assist Recipient to evaluate the possible
purchase or sale of GTE assets. Recipient agrees to provide a copy of
this Agreement to all representatives and will secure their agreement
to be bound by the terms of this Agreement as if they were parties
hereto. Recipient will undertake, at its expense, all reasonable
measures to restrain its representatives from unauthorized use or
disclosure of Evaluation Material.
7. This Agreement shall expire two (2) years from the effective date
described above. Notwithstanding the termination of this Agreement, the
obligation to treat the Evaluation Material as confidential shall
survive and continue for a period of two (2) years from the termination
of this Agreement.
8. Upon termination of this Agreement for any reason or upon the request
of Disclosing Party, all Evaluation Material, together with any copies
in possession of Recipient or its representative, shall be returned to
Disclosing Party or certified by Recipient to be destroyed.
9. It is understood and agreed that monetary awards for breach of this
Agreement are not a complete or sufficient remedy for any breach of
this Agreement by Recipient or its Representative, and that Disclosing
Party shall be entitled to equitable relief, including injunctions and
specific performance, as remedies for any such breach. Such remedies
shall be in addition to any other rights or remedies Disclosing Party
may have in law or equity.
10. Disclosing Party makes no representation or warranty, expressed or
implied, as to the accuracy or completeness at its Evaluation Material.
Disclosing Party shall not have any liability to Recipient or its
Representative for any use or reliance on the Evaluation Material. Each
party will bear its own costs and expenses associated with the use of
the Evaluation Material. The parties understand and agree that in the
event Evaluator determines to purchase any GTE asset that the only
representations or warranties with regard to the Evaluation Material,
if any, will be made in a final definitive purchase agreement when
executed, and shall be subject to the limitations and restrictions of
that agreement.
11. Except for the obligations of confidentiality and use of the Evaluation
Material and as otherwise described herein, neither party hereto has
any obligation of any kind, express or implied, by virtue of this
Agreement or disclosures, meetings or conversations with respect to the
sale of GTE assets. Without limiting the generality of the preceding
sentence, it is understood that neither party has any obligation to
enter into or continue further discussions or negotiations or to make
further disclosures. Neither party is obligated to retrain from
pursuing its business in whatever manner it elects even if that
2
ATTACHMENT II
involves competing with the other party. It is further understood that
this Agreement and any disclosures, meetings, discussions and
communications of the parties related to the subject matter shall not
constitute an offer, request or contract involving any buyer-seller
relationship, joint venture, teaming, partnership or other relationship
between the parties.
12. This Agreement, together with any Attachments hereto, constitutes the
entire agreement between the parties with respect to the subject matter
of this Agreement. This Agreement supercedes all previous agreements
between the parties relating to the subject matter hereof.
13. No provision of this Agreement shall be deemed waived, amended or
modified by either party, unless such waiver, amendment or modification
is made in writing and signed by both parties.
14. Any notice to be given hereunder shall be deemed made when sent by
certified or registered mail to the address described above or by
facsimile with a confirmation copy sent by certified or registered
mail.
15. This Agreement and the rights and obligations hereof are not assignable
by either party without the express written approval of the other
party. This Agreement shall be binding upon each party and its
successors and approved assigns, and shall inure to the benefit of, and
be enforceable by, each party and its successors and approved assigns.
3
ATTACHMENT II
16. This Agreement shall be governed and construed in accordance with the
laws of the state of New York. The Parties submit themselves to the
jurisdiction of the courts of the state of New York.
GTE operating companies: GTE Alaska Incorporated, GTE Arkansas Incorporated, GTE
California Incorporated, GTE Midwest Incorporated, GTE North Incorporated, GTE
Northwest Incorporated, GTE West Coast Incorporated, GTE South Incorporated, GTE
Southwest Incorporated, Contel of Minnesota, Inc., Contel of the South, Inc.
EVALUATOR
Name: /s/ Xxxx X. Xxxxxxxx Xxx. Xxxxxxxx signed this
----------------------------- document prior to leaving town
and cannot be reached for a
new signature. Please let us
Type name: Xxxx X. Xxxxxxxx know if GTE requires a new
signing of this page.
Title: Chairman/Chief Executive Officer
Date: November 24, 1998
GTE
Name: /s/ Xxxxxxx X. Xxxxxxx, III
-----------------------------
Type name: Xxxxxxx X. Xxxxxxx, III
Title: Vice President - Property Repositioning
Date: 12-16-98
EVALUATOR
Name: /s/ Xxxxxxxx Xxxxxxxxx
-----------------------------
Type name: Xxxxxxxx Xxxxxxxxx
Xxxxx: Assistant Secretary
Date: 12-16-98
dba COMMUNICATIONS, LLC
EXHIBIT P
FINAL
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.
2. EARLIEST EFFECTIVE DATE. The earliest effective date that Client may
begin performing each Terminated 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.
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 the
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).
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, none.
DBA COMMUNICATIONS, LLC
EXHIBIT A
ATTACHMENT 1
FINAL
EXHIBIT A
ATTACHMENT 1
SERVICES AND RESPONSIBILITIES
TABLE OF CONTENT
1. GENERAL................................................................... 1
1.1 Common to All Functional Areas......................................... 1
1.1.1 Included......................................................... 1
1.1.2 Excluded......................................................... 1
1.1.3 Client Resources and Responsibilities............................ 1
1.1.4 ALLTEL Responsibilities.......................................... 2
1.1.5 Joint Responsibilities........................................... 2
1.2 Infrastructure........................................................... 3
1.2.1 Information Technology Services.................................. 3
1.2.1.1 Included...................................................... 3
1.2.1.2 Excluded...................................................... 3
1.2.1.3 Client Resources and Responsibilities......................... 3
1.2.1.4 ALLTEL Responsibilities....................................... 4
1.2.1.5 Joint Responsibilities........................................ 5
1.2.2 Support Services................................................. 5
1.2.2.1 Included...................................................... 5
1.2.2.2 Client Resources and Responsibilities......................... 5
1.2.2.3 ALLTEL Responsibilities....................................... 5
1.2.3 Data Security Services........................................... 7
1.2.3.1 Client Resources and Responsibilities......................... 8
1.2.3.2 ALLTEL Responsibilities....................................... 8
1.2.4 Equipment Maintenance............................................ 8
1.2.4.1 Included...................................................... 8
1.2.4.2 Excluded...................................................... 8
1.2.4.3 Client Responsibilities....................................... 8
1.2.4.4 ALLTEL Responsibilities....................................... 9
2. DB2 WAREHOUSE............................................................. 9
2.1 Included............................................................... 9
2.1.1 System Funtionality.............................................. 9
2.1.2 Hardware/Software................................................ 10
2.2 Excluded............................................................... 10
2.3 Client Responsibilities................................................ 10
2.4 ALLTEL Responsibilities................................................ 10
3. SERVICE ORDERS............................................................ 11
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3.1 Included............................................................... 11
3.1.1 System Funtionality.............................................. 11
3.1.2 The following ALLTEL Software as provided in Exhibit H........... 12
3.2 Excluded............................................................... 12
3.3 Client Resources and Responsibilities.................................. 12
3.4 ALLTEL Responsibilities................................................ 12
4. OPERATIONAL SUPPORT SYSTEMS............................................... 13
4.1 Facilities Assignment.................................................. 13
4.1.1 Included......................................................... 13
4.1.1.1 System Funtionality........................................... 13
4.1.1.2 The following ALLTEL Software as provided in Exhibit H........ 13
4.1.2 Client Resources and Responsibilities............................ 14
4.1.3 ALLTEL Responsibilities.......................................... 14
4.2 E911 Administration.................................................... 15
4.2.1 Included......................................................... 15
4.2.1.1 System Funtionality........................................... 15
4.2.1.2 The following ALLTEL Software in accordance with Exhibit H.... 15
4.2.2 Excluded......................................................... 15
4.2.3 Client Resources and Responsibilities............................ 15
4.2.4 ALLTEL Responsibilities.......................................... 16
4.3 Trouble Administration................................................. 16
4.3.1 Included......................................................... 16
4.3.1.1 System Funtionality........................................... 16
4.3.1.2 The following ALLTEL Software set forth in Exhibit H.......... 16
4.3.2 Client Resources and Responsibilities............................ 16
4.3.3 ALLTEL Responsibilities.......................................... 17
5. ACCESS ORDERING AND PROVISIONING......................................... 17
5.1 Included............................................................... 17
5.1.1 System Funtionality.............................................. 17
5.1.2 Hardware/Software............................................... 18
5.2 Excluded............................................................... 18
5.3 Client Resources and Responsibilities............................... 18
5.4 ALLTEL Responsibilities............................................ 18
6. ACCESS BILLING............................................................ 19
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6.1 Included............................................................... 19
6.1.1 System Funtionality............................................. 19
6.1.2 The following ALLTEL Software in accordance with Exhibit H....... 19
6.2 Excluded............................................................... 20
6.3 Client Resources and Responsibilities.................................. 20
6.4 ALLTEL Responsibilities................................................ 20
6.5 Joint Responsibilities................................................. 21
7. END USER BILLING.......................................................... 21
7.1 End User Billing - Wireline (CAMS)..................................... 21
7.1.1 Included......................................................... 21
7.1.1.1 System Funtionality........................................... 21
7.1.1.2 The following ALLTEL Software as provided in Exhibit H....... 27
7.1.2 Excluded......................................................... 27
7.1.3 Client Resources and Responsibilities............................ 27
7.1.4 ALLTEL Responsibilities.......................................... 30
8. CLIENT SERVICES........................................................... 30
8.1 Included............................................................... 30
8.1.1 Business Functions............................................... 30
8.2 Client Resources and Responsibilities.................................. 31
8.3 ALLTEL Responsibilities................................................ 31
8.4 Joint Responsibilities................................................. 32
9. TOLL POLLING.............................................................. 32
9.1 Included............................................................... 32
9.1.1 System Funtionality.............................................. 32
9.1.2 The following ALLTEL-Provided Third Party Software as set forth
in Exhibit I..................................................... 32
9.2 Excluded............................................................... 32
9.3 Client Resources and Responsibilities.................................. 32
9.4 ALLTEL Responsibilities................................................ 33
10. WORK FORCE MANAGEMENT..................................................... 33
AA-iii
10.1 Included............................................................ 33
10.1.1 System Functionality............................................. 33
10.2 Excluded............................................................ 34
10.3 Client Resources and Responsibilities............................... 34
10.4 ALLTEL Responsibilities............................................. 34
11. CONSOLIDATED TESTING SOLUTIONS............................................ 34
11.1 Included............................................................ 34
11.1.1 System Functionality............................................... 34
11.2 Client Resources and Responsibilities............................... 34
11.3 ALLTEL Responsibilities............................................. 35
AA-iv
1. GENERAL. This Attachment 1 describes the following functional areas
which together comprise the Managed Operations Services: DB2 Warehouse,
Service Orders, Operational Support Systems, Access Ordering and
Provisioning, Access Billing, End User Billing, Client Services, Toll
Polling, Work Force Management, and Consolidated Testing Solutions
(collectively, the "Functional Areas"). Unless specified below,
anything listed within the "Included" subsections of this document
below is an ALLTEL responsibility unless expressly identified as an
Client responsibility.
1.1 COMMON TO ALL FUNCTIONAL AREAS.
1.1.1 INCLUDED.
- See inclusions for each Functional Area.
1.1.2 EXCLUDED.
- Hardware/software not managed by ALLTEL;
- Business procedures and methodologies unless
explicitly stated; and
- System Enhancements and Ad Hoc Requests
(covered under Exhibit J - Variable Staff).
1.1.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- IT Program management for client projects;
- Develop and administer user practices and
procedures for changes to the baseline
business area analysis documentation (as
currently exists for ALLTEL) provided by
ALLTEL and necessary to reflect Client
requirements;
- Requirements definition;
- Joint participation with ALLTEL in business
design;
- Review and sign-off of test objectives;
- Tariff and regulatory change interpretation;
- Review & approval of testing results when
user participation is required;
- Approval of high impact changes to the
processing schedules;
- Remittance processing;
- Directory publishing;
- Directory assistance services;
- Communicate to ALLTEL the reporting
information needed by Client to satisfy
Client's state and federal regulatory
requirements;
- Staff for each of the business functional
areas; and
- Provide PC software for computer terminal
emulation.
AA-1
1.1.4 ALLTEL RESPONSIBILITIES.
- Provide baseline business area analysis
documentation (as currently exists for
ALLTEL)for each Functional Area;
- Physical tape handling - incoming and
outgoing;
- Mailroom functions related to output
processing;
- Application support for ALLTEL Software and
ALLTEL-Provided Third Party Software
(including error diagnosis, reporting and
correction associated with those
applications) except for those application
support functions described in Exhibit J
(Variable Staff);
- Use software development methodologies such
as SDM;
- Maintain technical environment provided by
ALLTEL;
- Regression testing for ALLTEL Software and
ALLTEL-Provided Third Party Software;
- Data access security for the ALLTEL
Software;
- Technical application documentation;
- System software changes;
- Application change including application
upgrades except for those application
support functions provided by the Variable
Staff as described in Exhibit J;
- Help Desk/Command Center Support;
- Provide user manuals in accordance with
Section 8.1 of the Agreement and other
documentation for application systems and
updates to those manuals as system changes
are made; and
- Provide Client with reporting information
requested as provided in Section 1.1.3 to
address Client's state and federal
regulatory requirements.
1.1.5 JOINT RESPONSIBILITIES.
- Management of Change Management
Process described in Section 11 of
the Agreement.
AA-2
1.2 INFRASTRUCTURE. The Services and responsibilities set forth in this
Section 1.2 are common to all Functional areas.
[INFRASTRUCTURE CHART]
1.2.1 INFORMATION TECHNOLOGY SERVICES.
1.2.1.1 INCLUDED.
- System console operations;
- Data file services; and
- Tape management and operations.
1.2.1.2 EXCLUDED.
- Microfiche activities; and
- Lockbox processing.
1.2.1.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Remote printers and print operations;
- Client resources will work with ALLTEL on problem
isolation;
- Review with reasonable care reports and other output
provided by ALLTEL to Client, and promptly notify
ALLTEL if any problems or errors are found therein;
- Work with ALLTEL to define file retention times;
- Participate with ALLTEL in the Change Control
Approval process for changes to the Client production
environments; and
AA-3
- Local area network up to demarcation point of WAN
interconnection.
1.2.1.4 ALLTEL RESPONSIBILITIES.
- Perform console operations;
- Perform problem/error resolution procedures for
production problems in data center services;
- Document problem/errors and their resolution per the
Incident Management Process described in Exhibit F;
- Review console logs for monitoring and analysis;
- Provide on-line systems/sub-systems for production,
development, quality assurance and training for
access during scheduled hours;
- Process on-line transactions;
- Maintain equipment failure logs;
- Log equipment, software and environmental problems;
- Balance transmission/receipt of incoming and outgoing
files;
- Develop and document file backup and recovery
procedures;
- Maintain, update and execute approved file backup and
recovery procedures;
- Provide Client the capability to review/audit
compliance with retention and storage requirements;
- Provide logging and tracking of physical media in and
out of the data center facilities, and provide
required rotation of media for off-site vaulting in
accordance with audit approved procedures;
- Complete tape mounts and disk to meet production
processing requirements;
- Provide reliable media;
- Clean and maintain the ALLTEL-provided equipment in
the data center facilities at the required intervals.
Tape drives will be cleaned on each production shift,
printers will be cleaned at least monthly and all
other preventative maintenance performed according to
vendor provided schedules;
- Store media in a physically protected and
environmentally controlled area;
- Provide Client with the capability to review media
distribution and receipt control;
- Store forms and supplies in physically protected and
environmentally controlled facilities;
AA-4
- Provide secure storage and control for sensitive
materials; and
- Maintain on line report retention procedures.
1.2.1.5 JOINT RESPONSIBILITIES.
- Quality of any special forms that Client desires to
have processed; and
- Balancing controls for xxxx release function.
1.2.2 SUPPORT SERVICES.
1.2.2.1 INCLUDED.
- Production control;
- System software support;
- Capacity planning/management;
- Production migration, testing and quality assurance
as provided below; and
- Data base administration.
1.2.2.2 CLIENT RESOURCES AND RESPONSIBILITIES.
- Participate with ALLTEL in Change Management Process
for approval of changes to the Client production
environments;
- Provide business plan to assist ALLTEL with capacity
planning;
- User acceptance testing and approval;
- End-user training when production changes are
implemented;
- Assist ALLTEL with the development of production
schedules; and
- Develop (with ALLTEL's assistance) and maintain a
management escalation process to be invoked for any
critical batch scheduled job streams anticipated not
to meet required deadlines.
1.2.2.3 ALLTEL RESPONSIBILITIES.
- Maintain infrastructure software associated with the
production, development, quality assurance and
training environments;
AA-5
- Provide reasonable best efforts to maintain
information and requirements to properly configure
and reconfigure computer equipment;
- Move/build/promote code throughout the development
and test life cycle;
- Resolve abended jobs in the most expeditious manner
possible to meet processing window requirements;
- Perform daily production scheduling reviews;
- Maintain infrastructure software products including
operating systems, utilities, database management
systems, performance monitoring tools (as provided in
Exhibit F), performance tuning and productivity tools
via the Change Management Process;
- Maintain restart capability and capacity to satisfy
re-run requirements;
- Maintain master production schedules;
- Provide an ongoing analysis of abend/problem trends
and initiate corrective action with the appropriate
support or development team;
- Track and report on Service Levels in accordance with
Exhibit F;
- Maintain the security and integrity of the production
environment;
- Determine and communicate to Client the operational
impact of proposed scheduling changes;
- With Client's assistance, develop a management
escalation process to be invoked for any critical
batch scheduled job streams anticipated not to meet
required deadlines;
- Complete batch processing schedules;
- Process special request activities via RIS (Request
for Information Services) process within mutually
agreed upon time frames;
- Test, install and support infrastructure software;
- Monitor and tune the overall performance of the
systems environment, research potential
tools/products for viability and install
tools/products as appropriate;
- Provide systems consulting to the Variable Staff and
maintenance and support personnel supporting Client;
- Provide third-party product support in accordance
with Section 7.2 of the Agreement including:
maintaining third party software as required by
third-party contracts and license agreements; and
maintaining compatibility between systems software
and third party products;
AA-6
- Maintain systems software documentation;
- Implement appropriate monitoring packages and
productivity tools;
- Maintain development, quality assurance and training
environments for Client that will allow testing of
new systems software releases and applications
software releases;
- Analyze, develop and implement changes designed to
improve processing performance;
- Utilization of system monitoring tools to identify
inefficiencies (e.g., reviewing performance reports,
database design, dataset placement, etc.);
- Make Job Control Language (JCL) and or scripting
changes to take advantage of new technologies;
- Examine new features of systems software, third party
software and equipment technologies;
- Analyze job scheduling for possible changes to
improve applications software job stream
effectiveness;
- Provide, for both production and non-production
environments, capacity planning/management for
information processing resources, including but not
limited to data center and security; Central
Processing Unit (CPU) resources; Direct Access
Storage Devices (DASD) and other storage
requirements; tape and cassette tape devices; ALLTEL
provided printer equipment; Front-End Processor (FEP)
capacity; inserter and postage meters;
- Revise the capacity planning model based on actual
performance;
- Maintain production release procedures;
- Perform database tuning and reorganization as
required;
- Provide database environment for application
development, application maintenance, testing and
quality assurance separate from the production
database environment;
- Provide advisory support for database environments;
- Analyze and develop physical database design;
- Monitor database performance and database space
utilization, and identify modifications for improved
performance; and
- Design and implement database archive processes and
procedures based on Client input.
1.2.3 DATA SECURITY SERVICES.
AA-7
1.2.3.1 CLIENT RESOURCES AND RESPONSIBILITIES.
- Submit initial access requests, access change
requests, and access removal requests for all Client
personnel;
- Cooperate with and support data security
investigations as requested by ALLTEL; and
- Provide a Client security coordinator twenty-four
(24) hours a Day, seven (7) Days a week.
1.2.3.2 ALLTEL RESPONSIBILITIES.
- Review with Client documented security procedures for
data security;
- Provide ongoing operational support of system
security processes to supported environments;
- Request data security investigations, when
appropriate;
- Inform Client of data security breaches discovered or
made known to ALLTEL;
- Cooperate with and support data security
investigations as requested by Client;
- Assist Client in recovering from breach of security
violations that result in lost/damaged information;
- Provide advisory support for Client personnel on data
security related issues; and
- Identify security risks and recommend procedures to
minimize.
1.2.4 EQUIPMENT MAINTENANCE.
1.2.4.1 INCLUDED.
- Information technology/data center equipment
maintenance for equipment provided by ALLTEL in
connection with the Services under this Agreement.
1.2.4.2 EXCLUDED.
- Equipment provided by the Client.
1.2.4.3 CLIENT RESPONSIBILITIES.
- Client's end user equipment and any other equipment
not provided by ALLTEL under this Agreement.
AA-8
1.2.4.4 ALLTEL RESPONSIBILITIES.
- Responsible for maintenance of ALLTEL owned and
managed equipment including Day to Day operational
needs, preventative maintenance and engineering
changes;
- Follow manufacturer's published preventive/predictive
maintenance procedures; and
- Provide maintenance for the equipment, as
appropriate.
2. DB2 WAREHOUSE.
[DB2 WAREHOUSE CHART]
2.1 INCLUDED.
2.1.1 SYSTEM FUNCTIONALITY.
Populate the information in the warehouse from the
following defined systems:
* CAMS;
* CABS;
* CCS;
* TARP;
* MIROR; and
* Maintain the infrastructure required to
support the warehouse.
AA-9
2.1.2 HARDWARE/SOFTWARE.
- Warehouse load software; and
2.2 EXCLUDED.
- All data from sources other than those systems
defined above.
2.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Define business requirements and corresponding data
to be stored in the warehouse;
- Accurate input into the source systems;
- Write and maintain warehouse queries; and
- Extract information as business needs require.
2.4 ALLTEL RESPONSIBILITIES.
- Support of the information warehouse environment;
- Populate the warehouse from defined systems including
the maintenance of interfaces into the warehouses;
- Maintain the infrastructure necessary to support the
warehouse; and
- Support of ALLTEL standard query tools.
AA-10
3. SERVICE ORDERS.
[SERVICE ORDER CHART]
3.1 INCLUDED.
3.1.1 SYSTEM FUNCTIONALITY.
- Line assignment linkage;
- Work force administration linkage;
- Maintain on-line service order history for
at least three (3) months excluding the
current month;
- Collect directory information and provide
distribution of directory updates to local
directory assistance service provider, long
distance directory assistance service
provider and directory publisher;
- Provide facility for Client's customer to
"lock" their carrier selection to prevent
"slamming" and provide a report for Client
to reverse charge the carrier if the
customer identifies a case of slamming;
- Provide access for management reporting,
report data and analysis;
- Telephone number management;
- Credit verification interface programs (i.e.
to Equifax);
- Utilize account name and address to
facilitate directory distribution; and
- Verification of addresses against the Master
Street and Address Guide (MSAG).
AA-11
3.1.2 THE FOLLOWING ALLTEL SOFTWARE AS PROVIDED IN EXHIBIT
H:
- CCS software;
- CAMS; and
- DB2 Warehouse.
3.2 EXCLUDED.
- Directory assistance services;
- Directory publishing services;
- Circuit linkage to Equifax;
- Sales commission reporting; and
- Equifax software and licensing.
3.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Daily activities relative to processing customer
requests for services (i.e. customer contact, service
order entry and verification, correction of rejected
service orders, manage held or outstanding order
queues to ensure timely processing, overall order
quality, etc.);
- Directory verification and clean-up; and
- Business processes and methodologies supporting
Service Order functionality as provided for by ALLTEL
Software.
3.4 ALLTEL RESPONSIBILITIES.
- Operating systems to accept, rate and post service
order input in a format suitable for SSI, assignment,
billing, and error correction and to maintain history
for billing requirements and data retention
requirements in accordance with Section 10.2 of the
Agreement;
- Provide error correction, hold files and access and a
mechanism for Client error records to be modified and
input for subsequent processing;
- Link service order input to billing, customer care,
assignment and dispatch systems; and
- Provide standard system functionality training for
Service Order Entry Systems (as provided in Exhibit
M).
AA-12
4. OPERATIONAL SUPPORT SYSTEMS.
4.1 FACILITIES ASSIGNMENT.
[FACILITIES ASSIGNMENT CHART]
4.1.1 INCLUDED.
4.1.1.1 SYSTEM FUNCTIONALITY.
- Facility rearrangements including
NPA splits and area transfers;
- Automatic assignments;
- POTS facility record keeping;
- Load balance switch; and
- Access for management reporting and
analysis.
4.1.1.2 THE FOLLOWING ALLTEL SOFTWARE AS PROVIDED IN
EXHIBIT H.
- MIROR software;
- CCS software; and
- TARP software.
AA-13
4.1.2 CLIENT RESOURCES AND RESPONSIBILITIES.
- Perform data entry for manual assignments;
- Maintain inventory databases (cables,
central office equipment, etc.);
- Data verification and record maintenance;
- Pre-field investigation;
- Delayed order reporting and tracking;
- All engineering activities related to
facilities assignment and construction;
- Working with ALLTEL to establish wire
centers;
- Business processes and methodologies
supporting facilities assignment
functionality:
- Field work associated with wire center
consolidations; and
- Switch System Interface (SSI) scripts and
environment to accept data feeds from MIROR.
4.1.3 ALLTEL RESPONSIBILITIES.
- Automatic flow-through of applicable service
assignments and switch updates to Client's
Switch System Interface (SSI) functionality
and to ALLTEL's operating support systems as
required;
- Linkage of MIROR with CCS;
- Automatic flow-through of LOAs from carriers
into MIROR;
- Linkage of MIROR with TARP; and
- Provide service order messages with plant
assignment details for service order
outputs.
AA-14
4.2 E911 ADMINISTRATION.
[E911 ADMINISTRATION CHART]
4.2.1 INCLUDED.
4.2.1.1 SYSTEM FUNCTIONALITY.
- E911 Extracts;
- Supports host telco and non-host
processing; and
- Maintain MSAG.
4.2.1.2 THE FOLLOWING ALLTEL SOFTWARE IN ACCORDANCE
WITH EXHIBIT H:
- E911 software.
4.2.2 EXCLUDED.
- PSAP functionality.
4.2.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- MSAG database creation or maintenance;
- Coordination of E911 activity with each
county;
- Business processes and methodologies
supporting E911 functionality;
- E911 customer database creation or
maintenance; and
- Error correction.
AA-15
4.2.4 ALLTEL RESPONSIBILITIES.
- Transmit to/from E911 host or non-host
telcos;
- Update MSAG with data extracts from CAMs;
and
- Provide input mechanism for MSAG error
correction.
4.3 TROUBLE ADMINISTRATION.
[TROUBLE ADMINISTRATION CHART]
4.3.1 INCLUDED.
4.3.1.1 SYSTEM FUNCTIONALITY.
- Common cause entry and management;
- Line card validation;
- Trouble history maintenance;
- Scheduling; and
- Preventative maintenance tracking.
4.3.1.2 THE FOLLOWING ALLTEL SOFTWARE SET FORTH IN
EXHIBIT H:
- TARP software; and
- TRS software.
4.3.2 CLIENT RESOURCES AND RESPONSIBILITIES.
- Dispatch for trouble;
- Customer loop testing;
- Test equipment and processing of loop test
data;
AA-16
- Perform and record customer loop tests;
- Interfaces from test to applications;
- All business processes and methodologies
relating to trouble administration as
provided for by ALLTEL Software;
- Maintain special circuits in trouble
database; and
- Receive and create customer trouble tickets.
4.3.3 ALLTEL RESPONSIBILITIES.
- Operating support systems to accept trouble
reports in a format suitable for Client's
plant testing applications and dispatch and
to maintain history for data retention
requirements in accordance with Section 10.2
of the Agreement; and
- Data storage or data retention in such a way
to identify common cause detection, line
card validation and assignments, repeat
reports and subsequent reports and to
accommodate updates from assignment and
appointment changes.
5. ACCESS ORDERING AND PROVISIONING.
[ACCESS ORDERING AND PROVISIONING CHART]
5.1 INCLUDED.
5.1.1 SYSTEM FUNCTIONALITY.
- ASR and USO receipt and processing;
- Circuit and facility design and
provisioning;
- Work management;
AA-17
- Management of tables for industry
information;
- Access billing preparation; and
- IXC bonding for access service requests.
5.1.2 HARDWARE/SOFTWARE.
- Database software;
- ASAP software;
- Database connectivity software; and
- CABS billing interface.
5.2 EXCLUDED.
- Mechanized interface to end user facilities system
(local loop);
- Mechanized interface to IXCs other than AT&T and MCI;
and
- Mechanized interface to CAMS.
5.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Subscriber contacts;
- Entry and maintenance of business data;
- Business processes and methodologies supporting
Access Order and Provisioning functionality as
provided for in ALLTEL Software;
- LAN and desktop hardware and software upgrades as
required;
- Deployment of ALLTEL Software to Client workstations
and LAN;
- Data quality; and
- Supply common industry files (FCC #4, CLONES, LERG,
etc.) to ALLTEL.
5.4 ALLTEL RESPONSIBILITIES.
- Load common industry files (FCC #4, CLONES,
LERG, etc.);
- Electronically provide ALLTEL software
versions and any updates to centralized
point within Client;
- Provide operating support systems to accept
access order input and format data in such a
way to accommodate work management, circuit
management, plant facilities management and
transmission facilities management
application requirements; and
- Link access order input to CABS as
appropriate.
AA-18
6. ACCESS BILLING.
[ACCESS BILLING CHART]
6.1 INCLUDED.
6.1.1 SYSTEM FUNCTIONALITY.
- On-line data entry;
- Billing setup by effective dates;
- Automatic or manual scheduling of the
billing cycles;
- Batch and on-line data validation;
- Jurisdictional splits (e.g. interstate,
intralata, interlata);
- Xxxx media data and customer service
records;
- On-line xxxx inquiry;
- Usage investigation;
- Usage editing, validation and error
correction;
- Rating;
- Factoring;
- Meet point billing processing, inputs and
outputs;
- Intercompany intrastate settlement
processing; and
- Automated interface with ASAP.
6.1.2 THE FOLLOWING ALLTEL SOFTWARE IN ACCORDANCE WITH
EXHIBIT H:
- CABS software (Carrier Access Billing
System).
AA-19
6.2 EXCLUDED.
- Acceptance of non-category-11 usage;
- Mechanized interface to accounting systems;
- Adjustment process for closed (fully paid) invoices;
and
- Purchase of accounts receivable.
6.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Provide access xxxx preparation to support access
service requests;
- Receive and enter payments, adjustments and other
charges and credits;
- Generate monthly billing schedule and special
off-hour access requirements;
- ACSC/ICSC functions;
- Usage error corrections;
- Industry forum representation;
- Tariff demand reporting;
- Access customer care;
- Business processes and methodologies supporting
Access Billing functionality as provided for in
ALLTEL Software;
- IXC recourse memorandum;
- DB2 Warehouse queries and reporting;
- External vendor contract negotiation and management;
- Receive, log and control usage;
- Maintain Client tables; and
- Contract with a third party vendor for preparation
and delivery of electronic xxxx media.
6.4 ALLTEL RESPONSIBILITIES.
- Maintain xxxx output formats compliant with industry
standards (in accordance with Exhibit J Variable
Staff);
- Industry forum representation;
- Provide operating support systems to accept, rate and
post service order input and usage, generate bills
and access service records, apply payments and
adjustments and maintain history for billing and data
retention in accordance with Section 10.2 of the
Agreement;
- Provide error correction, hold files and access and a
mechanism for Client error records to be modified for
input and subsequent processing;
- Provide electronic output for use by the Client or
Client's third party vendors to generate CABS
electronic billing information; and
- Maintain the interface between the ALLTEL Software
and any third party providing preparation and
delivery of electronic xxxx media. ALLTEL is not
responsible for delivery of electronic xxxx media
directly to Client's customers.
AA-20
6.5 JOINT RESPONSIBILITIES.
- Balancing and controls.
7. END USER BILLING.
7.1 END USER BILLING - WIRELINE (CAMS).
[END USER BILLING CHART]
7.1.1 INCLUDED.
7.1.1.1 SYSTEM FUNCTIONALITY.
- MESSAGE TAPE CREATION &
DISTRIBUTION.
* Tapes and files are
created at the switch site
or central office; and
* Tapes or records are
polled/transmitted/mailed
to a central location for
processing.
- SWITCH POLLING.
* Software, hardware, and
network are set up to
provide the facility for
gathering switch recorded
AMA message records;
* Daily polling extracts
records from specified
locations in a scheduled
manner to retrieve the AMA
messages; and
AA-21
* Messages are concentrated into
files in preparation for processing
and rating.
- AMA ANALYSIS AND TESTING.
* Work with engineering and systems
on all changes to recorded AMA
messages and switch configurations
prior to recording and processing;
* Test records for accuracy; and
* Data corrections made to receive
AMA and other pre-billing messages
for prompt processing.
- TOLL RATING.
* Prepare appropriate tables in the
systems to accept, process and rate
all messages according to
specifications identified by Client
and outside regulatory agencies;
* Process and rate all identified
records according to
specifications; and
* Permit access to rated but unbilled
toll records.
- TOLL TAPE/RECORDS MANAGEMENT.
* Maintain and process all tape
information and records according
to a preset schedule; Report on all
variances to identified schedules
and records processed;
* Input all new information related
to processing of various tapes
provided by outside vendors
(Incollects/CMDS);
* Provide accurate records as to
disposition of all tape output
being sent to outside vendors
(Outcollects/CMDS); and
* Process all tapes/records and send
such tapes/records to outside
vendors via specified media or
transmission on schedule.
- ACCESS RECORDS CREATION.
* Input appropriate table setups and
controls;
* Create all access records according
to preset schedule; and
* Transmit records and mailing of
appropriate created media to
pre-identified locations.
AA-22
- TOLL BALANCING.
* Process, rate and store all records
received in a data file; according
to preset specifications; and
* Provide appropriate detailed
reports documenting data accuracy
for further verification.
- TOLL TABLES.
* Update, modify and maintain preset
toll processing tariffs, rates, and
message processing instructions;
and
* Provide testing and verification
processes.
- ATT INVOICE DERIVED BILLING (IDB).
* AT&T's Invoice approach to billing
of AT&T customers;
* Receive toll messages, charges,
credits, taxes, discounts and
message summaries for AT&T
customers grouped in packages
called invoices;
* Edit, process and match invoice to
customers;
* Store and extract to create the
AT&T usage portion of a customer's
xxxx `line by line';
* Include Adjustments (credits) and
High Toll Usage (informational)
feeds received from AT&T;
* Includes special processes,
reports, files, and confirmations
customized to AT&T and client
requirements; and
* Although processed by and at AIS,
the up-front editing of IDB
messages was written and is
maintained by AT&T, and is called
IDB Renderer Interface System
(IRIS).
- BILLING CALCULATION TABLES.
* Update, modify and maintain preset
xxxx control tables;
* Update, modify and maintain preset
taxing tables according to taxing
jurisdiction and rules set by
governing bodies;
* Update, modify and maintain preset
optional calling plan tables
according to IXC and carrier
specifications;
AA-23
* Update, modify, and maintain preset
control tables according to
specified processing standards; and
* Provide testing and verification
processes.
- XXXX PRESENTATION TABLES.
* Update, modify and maintain xxxx
format tables according to
requirements and specifications
developed with the Client; and
* Update, modify and maintain xxxx
message tables according to
requirements and specifications
developed with the Client.
- SYSTEM PROCESSING TABLES.
* Update and maintain xxxx
applications tables as specified
from set standards and performance
considerations.
- TREATMENT/COLLECTIONS TABLES.
* Update and maintain treatment
rules, steps, and processes related
to non-payment performance; and
* Create notices based upon criteria
set by client.
- IXC BILLING TABLES.
* Update and maintain Optional
Calling Plan (OCP) tables based on
requirements from IXC Purchase
Order Notifications (PONs).
- EXTERNAL BUSINESS SUPPORT.
* Provide software, modifications,
and consulting assistance as
required in order for the Client to
comply with third party
requirements and contracts with
respect to only:
- Network communications
links;
- Billing and collection PON
work;
- Data format
configurations; and
- Media support.
AA-24
* For the following External Business Vendors:
- IXCs;
- Calling card;
- Line Identification Data Base
(LIDB);
- Clearing houses;
- Equal access;
- Directory advertising and listing;
- Enhanced 911, MSAG and Public
Service Answering Point (PSAP); and
- CNAME - Customer name for Caller ID
function.
- TARIFF SUPPORT.
* Work with Client prior to internal tariff
filings in garnering the information
necessary to support alterations to
processing;
* Assist in interpretation of external tariff
additions or change request for using
current processing functionality;
- BILLING PREPARATION.
* Scheduling;
* Toll extract;
* Xxxx cycle/customer identification and
selection for processing; and
* Customer service requests (CSR) output.
- ACCOUNTS RECEIVABLE REPORTING.
* Reports dealing with accounting are
specified by the client and verified during
creation of reports;
* Balancing processes are identified and
implemented to ensure accuracy of
information;
* Reports are printed on the appropriate
specified media; and
* Reports are distributed as defined by the
Client.
- TREATMENT IDENTIFICATION/NOTIFICATION.
* All non-pay customers are identified by
applications processing;
AA-25
* Client review on line output and make
decisions for future actions based upon
practices and processes previously defined;
* Manual intervention by Client to intervene
in automated production of notices and
credit classifications; and
* Disconnected services.
- BAD DEBT IDENTIFICATION/NOTIFICATION.
* Client notified of non-collectible account;
* Non collectibles written off by Client
personnel;
* Customer data update;
* Collection agency tracking and notification;
* Collection agency payment agreements;
* Collection agency payments processed; and
* Bankruptcy identification and reports
requested by and sent to proper legal
authorities.
- SERVICE ORDER PROCESSING/VALIDATION.
* Processed and validated nightly for billing
applications and database update; and
* Client correct rejections and resubmit for
processing.
- XXXX PROCESSING BALANCING.
* Balancing all input and output for
verification and validation;
* Out of balance conditions reported to
systems; and
* Out of balances explained and corrected.
- ACCOUNTING REPORTING.
* Accounting information provided by
applications;
* Accounting extracts accounting data from
customer database and processing
information; and
* Information transmitted or stored on media
for analysis.
- MANAGEMENT REPORTING.
AA-26
* Information extracted and combined for
executive management reporting; and
* Information stored on media for analysis.
- IXC PURCHASE OF ACCOUNTS RECEIVABLE (PAR) REPORTING.
* Information identified and extracted;
* On-line additions and corrections;
* Information combined in IXC specified
format; and
* Formatted information transmitted to IXC.
7.1.1.2 THE FOLLOWING ALLTEL SOFTWARE AS PROVIDED IN EXHIBIT H.
- CAMS/MPS software.
7.1.2 EXCLUDED.
- IXC interfaces:
* SPRINT/MCI Invoice Billing; and
* While the CAMS application supports remittance
processing functionality, the staffing and
performance of remittance processing functions is
outside the scope of this Agreement.
7.1.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Make appropriate arrangements with a third-party for lockbox
processing;
- Business processes and methodologies supporting End User
Billing functionality as provided for in ALLTEL Software;
- Process payments, adjustments, account changes, etc. related
to correspondence received from customers; and
- Contract with a third party vendor (such as Centillion) for
preparation and delivery of electronic xxxx media.
- DATA ENTRY.
* Account payments/adjustments;
* Data verification;
* Service orders (Call Center);
* Customer contact (Call Center);
* Maintain user definable tables;
* Requests for customer information (Call
Center);
AA-27
* Rate case development and implementation;
* Accounting reconciliation and balancing; and
* Central toll investigation.
- BILLING/TREATMENT PRODUCTION.
* Personnel available on variable schedule to
perform xxxx cycle/treatment verification
process; verification process consists of
sampling of Report Viewing System (RVS)
prebill, checking amounts and volumes
against typical amounts and volumes for
cycle, and sampling a portion of bills for
accuracy;
* After verification notify appropriate
command center staff to proceed with
xxxx/treatment printing and distribution;
and
* Work with production support and data center
services to develop and maintain effective
billing and treatment production schedules.
- SWITCH MANAGEMENT.
* AMA records recording (Switch data backup
for seven (7) Days);
* AMA records design;
* Switch configurations;
* Switch software updates;
* AMA analysis and testing;
* Installation & maintenance of switch
hardware and software for polling;
* General ledger/accounts receivable (GL/AR)
balancing and reconciliation;
* Settlements;
* Management reporting;
* Identify and maintain tables related to
access to specified information for all
staff levels; and
* IXC interface.
- CONTRACT NEGOTIATIONS/MAINTENANCE.
* Set up and maintain contracts related to
billing and collections and Purchase of
Accounts Receivables (PARs);
* Work with applications development and
support to ensure compliance to related
contractual agreements regarding service
levels and deliverables;
AA-28
* Communicate with vendors to clarify all
change requirements; communicate with
development and support staff on a regular
basis; and
* Manage all requested changes from vendors
(PON).
- EXTERNAL VENDOR CONTRACT NEGOTIATIONS/MAINTENANCE.
* Negotiate and maintain all business
contracts related to outside vendors for
business services;
* Communicate with vendors for data processing
requirements;
* The following list identifies possible areas
of external vendor interface:
- MSAG/PSAP providers;
- LIDB providers;
- AOS (Alternate Operator Services)
providers;
- NECA;
- Calling card production;
- Collection agencies;
- Payment agency;
- Financial clearing houses;
- External telcos; and
* Communicate information pertinent to message
processing and billing issue from industry
organizations.
- CTI (CENTRAL TOLL INVESTIGATION) SUPPORT.
* Client receives requests from customer
questioning toll billing;
* Client accesses xxxx processing system and
adjusts toll billing;
* Records noted for processing by Client;
* Information available on-line to Client;
* Client validates adjustments and
investigates request for credit;
* Client affirms credit and remarks are noted;
* Toll rebilled by xxxx processing;
* Pre-billing usage records found to be in
error are provided in an error and exception
sub-system for correction and reprocessing;
and
* Pre-billing usage volumes are monitored and
high-toll reports provided for fraud
detection.
AA-29
7.1.4 ALLTEL RESPONSIBILITIES.
- AMA messages transmission and tape control;
- Billing processing;
- Production of bills & treatment notices;
- Internal records/transactions processing
validation and balancing;
- Allow for the capability to associate
multiple end user accounts under a master
account number;
- Allow for multiple PINs to be assigned to a
single number;
- Expand PIC information from three (3) to
four (4) characters;
- Allow for annual directory billing in
addition to a monthly cycle;
- Allow for payment by lockbox or bank draft;
- Allow for the blocking of collect, third
number calling, long distance, specific area
code blocking, and international calls;
- Provide a hold xxxx indicator;
- Allow for "fast final" xxxx upon termination
of service;
- Provide electronic output for use by the
Client or Client's third party vendors to
generate end-user electronic billing
information, ALLTEL is not responsible for
delivery of electronic xxxx media directly
to Client's customers; and
- Maintain the interface between the ALLTEL
Software and any third party providing
preparation and delivery of electronic xxxx
media.
8. CLIENT SERVICES.
[CLIENT SERVICES CHART]
8.1 INCLUDED.
8.1.1 BUSINESS FUNCTIONS.
- SER/RIS management;
AA-30
- Change Management Process;
- Incident Management in accordance with
Exhibit F; and
- Client support as described in Section 9.3.
8.2 CLIENT RESOURCES AND RESPONSIBILITIES.
- Initial point of contact for all Client PC/LAN;
- Initial determination of responsibility for each call
and will refer calls to ALLTEL for which ALLTEL is
responsible;
- Definition of SER (Software Enhancement Request);
- SER completion approval;
- Prioritization enhancements to be completed through
joint change control processes;
- Incident management;
- Report incidents and establish impact to
organization;
- Incident closure/completion approval;
- Product plan management;
- Prioritize product plan changes through change
control process;
- Provide industry and Client corporate perspective;
- Identify functional strengths/weaknesses of the
product;
- Participate in setting product direction; and
- Communicate with ALLTEL on product direction.
8.3 ALLTEL RESPONSIBILITIES.
- Provide the Client help desk with a central contact
number for IT related inquiries;
- Validation of SER/RIS information and requirements;
- Initial assignment of request to Variable Staff
(Exhibit J) through SER/RIS Management Process;
- Communicate status of SER;
- Provide completion notification;
- Incident Management as provided in Exhibit F:
* Record incidents and impact to organization;
* Validate incident information and impact
assessment;
* Incident resolution or assignment;
* Communicate status of incidents (both
internally and to client);
* Manage escalation process; and
* Provide completion notification.
- Change Management Process Control;
- Product plan management;
- Provide technology/industry perspective;
- Participate in defining technical requirements of
product;
- Consult on product direction/objectives;
AA-31
- Client support (i.e. reset passwords, direct problems
to proper areas for research);
- Provide application expertise; and
- Attend client operational meetings (when applicable).
8.4 JOINT RESPONSIBILITIES.
- Change Management Process.
9. TOLL POLLING.
[TOLL POLLING CHART]
9.1 INCLUDED.
9.1.1 SYSTEM FUNCTIONALITY.
- Toll polling; and
- Supports host telco and non-host processing.
9.1.2 THE FOLLOWING ALLTEL-PROVIDED THIRD PARTY SOFTWARE AS
SET FORTH IN EXHIBIT I.
- Billdats Software.
9.2 EXCLUDED.
- Central office based hardware/software.
9.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Maintain the interface between central office and
polling platform;
- Backup raw toll data at the central office for at
least seven (7) Days;
AA-32
- Error correction;
- Business processes and methodologies supporting Toll
Polling functionality as provided in the ALLTEL
Software;
- All switch (central office) functions;
- Maintain proper toll format to be polled; and
- Notify ALLTEL of upgrades forty-five (45) Days prior
to required date.
9.4 ALLTEL RESPONSIBILITIES.
- Maintain toll polling schedules;
- Monitor and adjust toll polling sessions;
- Interface with Client to resolve toll polling
equipment failures and media at the central office;
- Maintain proper toll polling records; and
- Backup raw toll received through polling at data
center for seven (7) days.
10. WORK FORCE MANAGEMENT.
[WORK FORCE MANAGEMENT CHART]
10.1 INCLUDED.
10.1.1 SYSTEM FUNCTIONALITY.
- Automated dispatch for:
- Service orders;
- Trouble tickets;
- Work requests; and
- Time capture and approval.
AA-33
10.2 EXCLUDED.
- Customization of the payroll interface
output file; and
- Materials management.
10.3 CLIENT RESOURCES AND RESPONSIBILITIES.
- Submission of processes to create
transaction files for time reporting
interface;
- Business processes and methodologies
supporting Work Force Management
functionality as provided in the ALLTEL
Software;
- Creation of training data and delivery of
end user training;
- Day to Day planning and dispatch functions;
and
- Business processes and methodologies
surrounding work scheduling.
10.4 ALLTEL RESPONSIBILITIES.
- Provide operating support systems to dispatch service
orders and trouble tickets; to effect technician task
download, time entry and approval, work request
maintenance; and to provide management reporting; and
- Link WFM with TARP, CCS, CTS, and HHTs.
11. CONSOLIDATED TESTING SOLUTIONS.
[CONSOLIDATED TESTING SOLUTIONS]
11.1 INCLUDED.
11.1.1 SYSTEM FUNCTIONALITY.
- Initiate line tests for identifying the problem;
- Maintain database of test devices, wire center/XXX,
and connectivity points;
- Interface with WFM for receiving automated test
requests;
AA-34
- Test initiation; and
- Provide test results for dispatch decisions.
11.2 CLIENT RESOURCES AND RESPONSIBILITIES.
- Initiate line test requests using the CTS GUI
interface;
- Review the test results and take appropriate action;
- Database updates;
- Business processes and methodologies supporting
Consolidated Testing functionality as provided in
ALLTEL Software;
- Monitor the CTS database and the test devices in the
field;
- Inform ALLTEL of any changes to the test devices in
the field so that the same can be applied to the CTS
Database;
- Provide the necessary resources both in terms of test
devices and people to test the changes;
- Sign off on the acceptance of changes;
- Circuitry from test devices to wire center; and
- Manual line testing (i.e. those that do not
successfully test through CTS).
11.3 ALLTEL RESPONSIBILITIES.
- Apply database updates based on datafile from Client;
- Apply changes as specified by Client;
- Conduct the testing for the changes; and
- Implement the changes in production.
AA-35
