EXHIBIT 10.37
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.
NINTH AMENDMENT TO
MASTER SERVICES AGREEMENT
This Ninth Amendment ("Amendment") is effective as of July 1, 2004 (the
"Ninth Amendment Effective Date") and amends and supplements that certain Master
Services Agreement dated as of December 9, 1999 (the "Agreement") by and between
Valor Telecommunications Enterprises, LLC (formerly known as dba Communications,
LLC), a Delaware limited liability company ("Client") and ALLTEL Communications,
Inc., an Arkansas corporation (the successor to ALLTEL Information Services,
Inc.) ("ALLTEL") (each a "Party" and collectively, the "Parties").
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and other good and valuable considerations, the Parties agree
as follows:
1. Term. The definition of "Expiration Date" as set forth in Section 1.1 (h)
of the Agreement is hereby replaced in its entirety with the following:
"(h) "Expiration Date" shall mean December 31, 2008."
2, Access Line Charges. Section 2.1 of Exhibit E is hereby replaced in its
entirety with the following:
"2.1 ACCESS LINE CHARGES.
(a) For each month during the Term, Client shall pay ALLTEL an amount
(the "Access Line Charges" or "ALCs") equal to the greater of:
(i) the Minimum Monthly ALC (as determined in accordance with
subsection (b) below), or
(ii) the actual number of Access Lines processed by ALLTEL
multiplied by the applicable per Access Line Charge in subsection (c)
below.
For purposes of (ii) of this subsection (a), the actual number of
Access Lines processed shall be determined as of the end of the month
based on the Customer Access Line and Equipment Report generated through
CAMS. In the event Client desires to utilize the ALLTEL System to ▇▇▇▇ its
customers for services offered by Client without a corresponding Client
Access Line which is billed through CAMS (e.g., out-of-territory ISP
services, directory listings, directory advertising, etc.) (a "Non-Access
Line Account"), Client shall so advise ALLTEL and ALLTEL will provide a
proposal to
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Client to provide such Non-Access Line Account services, which proposal
shall include any one-time and on-going charges of ALLTEL for such
services. In the event Client desires to accept ALLTEL's proposal, the
terms and conditions of such Non-Access Line Account services shall be
reflected in an amendment to the Agreement. There shall be no additional
Access Line Charges for services (such as ISP services, directory
listings, directory advertising, etc.) associated with an Access Line. In
addition, notwithstanding the foregoing, there shall be no additional
Access Line Charges to continue utilizing the ALLTEL System to ▇▇▇▇ for
Non-Access Line Account services that are being billed using the ALLTEL
System as of the Ninth Amendment Effective Date; provided the number of
Non-Access Line Accounts billed in this manner does not exceed [*****]% of
the greater of the Minimum Number of Access Lines or the number of Access
Lines then being processed by ALLTEL (however, if Client exceeds this
threshold without agreeing on a rate per Non-Access Line Account for
Non-Access Line Accounts services, Client shall pay $[*****] per
Non-Access Line Account for such services until a revised rate is agreed
upon).
(b) The "Minimum Monthly ALC" for the applicable month shall be as set
forth in the following table:
MINIMUM NUMBER OF MINIMUM MONTHLY
APPLICABLE MONTH ACCESS LINES ALC
---------------- ------------ ---------------
June, 2004 - December, 2004 [*****] $[*****]
January, 2005 - December, 2005 [*****] $[*****]
January, 2006 - December, 2006 [*****] $[*****]
January, 2007 - December, 2007 [*****] $[*****]
January, 2008 - December, 2008 [*****] $[*****]
(c) The applicable Access Line Charge for purposes of item (ii) of
subsection (a) of this Section 2.1 above shall be as follows:
(i) for Access Lines up to [*****] in any month, the applicable
per Access Line Charge shall be as follows:
(A) for Access Lines processed in 2004, $[*****] per Access
Line;
(B) for Access Lines processed in 2005, $[*****] per Access
Line;
(C) for Access Lines processed in 2006, $[*****] per Access
Line;
(D) for Access Lines processed in 2007, $[*****] per Access
Line;
(E) for Access Lines processed in 2008, $[*****] per Access
Line;
(ii) for Access Lines in excess of [*****] in any month during the
Term of this Agreement, the incremental per Access Line Charge
shall be $[*****] per Access Line.
For example, if in July, 2006, ALLTEL processes [*****] Access Lines
for Client, the monthly Access Line Charge would be the greater of (A)
$[*****] (which is
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*****[CONFIDENTIAL]
the Minimum Monthly ALC for July, 2006) or (B) $[*****] (which is the
sum of (i) [*****] times $[*****] and (ii) [*****] times $[*****] for the
[*****] Access Lines in excess of [*****]).
(iii) The Access Line Charges shall continue to be adjusted for COLA
pursuant to Section 8.1 of Exhibit E of the Agreement as amended by
Section 6.1(b) of the Seventh Amendment to the Agreement.
(iv) All invoices issued by ALLTEL after the Ninth Amendment
Effective Date for Services rendered prior to the Ninth Amendment
Effective Date shall be at the charges set forth in this Section 2.
(d) ALLTEL shall invoice Client for Access Line Charges monthly, one
month in arrears.
3. Credits. ALLTEL shall provide Client with a credit of $[*****]. [*****]
Such credit shall beapplied by Client against the invoiced charges of ALLTEL in
December, 2004 (which invoice is for Services rendered by ALLTEL in
November, 2004).
4. Conversion Matters.
(a) Kerrville Conversion.
(i) On or before March 31, 2005, Client shall Convert all of the
Client Access Lines known as the "Kerrville Access Lines" to the ALLTEL System,
and upon such Conversion, ALLTEL shall provide the Services with respect to such
Access Lines. For purposes of this Agreement, the "ALLTEL System" shall be the
ALLTEL Software and the ALLTEL-Provided Third Party Software used by ALLTEL to
provide the Managed Operations Services.
(ii) ALLTEL shall provide the Conversion Services with respect to
the Conversion of the Kerrville Access Lines as set forth in Part I of Schedule
A (ALLTEL Conversion Roles and Responsibilities).
(iii) Client acknowledges a Conversion project plan must be
finalized and agreed to by the Parties on or before September 1, 2004, and that
Client must perform the tasks assigned to Client in such plan in a timely and
complete manner in order for the Conversion of the Kerrville Access Lines to the
ALLTEL System to be achieved by March 31, 2005.
(iv) Client shall pay ALLTEL $[*****] for each Kerrville Access
Line Converted to the ALLTEL System. Such amount shall be paid [*****].
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****[CONFIDENTIAL]
In the event there are outstanding Class A Incidents relating to such
Conversion, the payment due upon completion shall be paid by Client upon
resolution of such Class A Incidents.
(b) Conversion of Acquired Properties. In addition to the Conversion of
the Kerrville Access Lines, ALLTEL shall provide Conversion Services requested
by Client subject to the following:
(i) For purposes of this Agreement, the "Conversion Services"
provided by ALLTEL shall be the services, functions and responsibilities
described in Part I of Schedule A (ALLTEL Conversion Roles and
Responsibilities). Unless otherwise agreed, Client shall retain all other
conversion responsibilities.
(ii) The minimum number of Access Lines to be Converted to the
ALLTEL System in any single Conversion shall be [*****] Access Lines.
(iii) ALLTEL shall not be required to Convert properties with more
than [*****] more than [*****] times in a twelve (12) month period.
(iv) Conversions must be separated by not less than [*****];
provided that, if Client desires to do a Conversion more frequently, ALLTEL
shall use its reasonable best efforts to accommodate such request and the
Parties shall, to the extent necessary, negotiate in good faith and agree upon
revised pricing for such Conversion.
(v) ALLTEL charges for Conversion Services shall be as follows:
(A) for Conversion of properties with more than [*****]
Access Lines, but less than [*****] Access Lines, [*****] per Access Line;
(B) for Conversion of properties of [*****] Access Lines,
[*****] per Access Line; and
(C) notwithstanding (A) or (B) above, if the number of
Access Lines for which ALLTEL is providing Services prior to such Conversion is
less than the then Minimum Number of Access Lines as set forth in the table in
Section 2.1(b) above and the number of Access Lines after such Conversion is
less than [*****], then the charges shall be [*****] per Access Line for all
Access Lines up to the then Minimum Number of Access Lines as set forth in the
table in Section 2.1(b) above, and the charges for any Access Lines Converted to
the ALLTEL System in excess of the then Minimum Number of Access Lines as set
forth in the table in Section 2.1(b) above shall be governed by (A) or (B), as
applicable. If the number of Access Lines after the Conversion is [*****], then
this subsection (C) shall not apply to those
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****[CONFIDENTIAL]
Access Lines below the then Minimum Number of Access Lines as set forth in the
table in Section 2.1(b) above, and the charges for such Conversion services
shall be governed by (A) or (B), as applicable.
(vi) ALLTEL's charges for conversion services shall be paid
[*****]. In the event there are outstanding Class A Incidents relating to such
Conversion, the payment due upon completion shall be paid by Client upon
resolution of such Class A Incidents.
(vii) In the event ALLTEL Converts Access Lines to the ALLTEL System
after March 31, 2006, ALLTEL shall accrue Conversion charges equal to [*****]
per Access Line Converted less the applicable charge under subsection (v) paid
by Client (the "Accrued Conversion Charges"). The Accrued Conversion Charges
shall be [*****]. In the event this
Agreement is terminated for any reason prior to the Expiration Date, Client
shall pay the [*****].
(c) Deconversion. In the event Client converts access lines off of the
ALLTEL System (a "Deconversion"). ALLTEL shall provide Deconversion Services
requested by Client subject to the following:
(i) For purposes of this Agreement, the "Deconversion Services"
are those services, functions and responsibilities described in Part II of
Schedule A. Unless otherwise agreed, Client shall retain all other Deconversion
responsibilities.
(ii) In the event the Deconversion is upon expiration or
termination of this Agreement, ALLTEL's charges for such Deconversion Services
shall be [*****] if the number of Access Lines is [*****], and [*****] if the
number of Access Lines is [*****].
(iii) In the event the Deconversion is only a reduction in the
number of Access Lines of Client to be processed by ALLTEL, ALLTEL's charges for
such Deconversion Services shall be $[*****] per Access Line deconverted, with
such charges [*****].
(iv) In the event the Deconversion is part of a transaction (or
series of transactions) pursuant to which Access Lines will be converted to the
ALLTEL Systems in conjunction with the Deconversion of Access Lines, ALLTEL's
charges shall be as follows:
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***** [CONFIDENTIAL]
(A) for Access Lines Converted to the ALLTEL System, the
applicable charges for Conversion Services set forth in Section 4(b);
(B) in the event the number of Access Lines converted to the
ALLTEL System is equal to or greater than the number of Access Lines Deconverted
from the ALLTEL System, [*****]; and
(C) in the event the number of Access Lines Converted to the
ALLTEL System is less than the number of Access Lines Deconverted from the
ALLTEL System, in addition to the charge for Converted Access Lines [*****].
5. Termination Matters.
(a) Section 19.5 (Termination for Convenience by Client) is hereby
replaced in its entirety with the following:
"19.5 TERMINATION FOR CONVENIENCE BY CLIENT. Provided that Client is then
current on all payments of the Access Line Charges portion of the
Service Fees due and owing to ALLTEL with no portion of such Access
Line Charges in dispute or in escrow under Section 3.2(b) of the
Agreement, Client may unilaterally elect to terminate the Agreement
for convenience effective as of any time after September 30, 2007
upon satisfaction of all of the following conditions:
(a) Client shall notify ALLTEL in writing ("Early Termination
Notice") of its intention to terminate the Agreement for
convenience at least nine (9) months prior to the proposed
early termination date. The date on which Client delivers the
Early Termination Notice shall be the "Termination Election
Date". Client and ALLTEL shall then begin performing their
respective transition obligations under Sections 19.6 and
19.7.
(b) Client shall pay to ALLTEL, in accordance with the payment
schedule in Section 19.5(c), the (i) unpaid portion of the
Service Fees constituting Access Line Charges, whether in
dispute or escrow or not, then due and owing to ALLTEL under
this Agreement, (ii) unpaid and undisputed portion of the
remaining Service Fees (not constituting Access Line Charges)
and other charges then due and owing to ALLTEL under this
Agreement, (iii) the unamortized Accrued Conversion Charges
(as defined in Section 4(b) above), if any, and, (iv) an early
termination fee equal to [*****].
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***** [CONFIDENTIAL]
(c) Client shall pay to ALLTEL all of the amounts calculated under
subsections 19.5(b)(i) through (iv) within thirty (30) Days
before the Termination Completion Date. The Parties agree to
use commercially reasonable efforts to resolve all disputes
prior to the date that is thirty (30) Days before the
Termination Completion Date. If, however, there exists any
dispute involving the non-Access Line Charges portion of the
Service Fees that has not been resolved prior to the thirtieth
(30th) Day before the Termination Completion Date, or if a new
dispute occurs after the date that is thirty Days before the
Termination Completion Date, then both Parties agree to work
together to expeditiously resolve all such disputes in
accordance with Section 3.2 of the Agreement in as soon of a
time frame as is reasonably practicable. It is the intent of
the Parties that there shall exist no disputes or escrow
arrangements between the Parties as of the Termination
Completion Date.
(d) 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 for
Services rendered pursuant to this Agreement until the
Termination Completion Date."
(b) Section 19.9 (Termination for Change in Control) is deleted in its
entirety.
6. Service Level Agreements. Exhibit F (Service Level Measurements) of the
Agreement is replaced in its entirety with Schedule B of this Ninth Amendment.
7. ALLTEL LEC Enhancements.
(a) ALLTEL shall make available to Client all prior and future
enhancements to the ALLTEL System for use by Client pursuant to the terms of
this Agreement. ALLTEL shall make such enhancements available to Client at no
additional cost, except as provided in this Section 7. Client shall be
responsible for the cost of implementation of such enhancements, including any
modification or retrofitting of the enhancements. At the request of Client,
ALLTEL will implement such enhancements as designated by Client using the
resources of the Variable Staff (as prioritized by Client) or at the applicable
Spot Rates for such services.
(b) Attached hereto as Schedule C is a list of System Enhancement
Requests (SERs) which have been requested and approved by Client. Such SERs
shall be completed by ALLTEL, and paid for by Client; provided that, for those
SERs on Exhibit C that are designated as a joint project with ALLTEL, Client
shall only be required to pay its portion of the development and implementation
costs for such SERs.
8. ALLTEL Account Manager. Pursuant to Section 9.1 of the Agreement, Client
hereby approves ▇▇▇▇▇ ▇▇▇▇ as the ALLTEL Account Manager.
9. Meetings. Section 9.6 of the Agreement is replaced in its entirety with
the following:
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"9.6 Meetings. During the Term of this Agreement, the parties shall
conduct the meetings set forth below. The ALLTEL Account Manager, or his
designee, shall attend (whether in person or by phone) all meetings:
(a) Bi-weekly review meetings between ALLTEL and Client designated
representatives / teams, covering all aspects of operational and development
initiatives underway.
(b) Monthly review meetings between ALLTEL and Client designated
representatives, to review monthly performance against Service Levels as
detailed Exhibit F.
(c) Quarterly meetings at senior executive levels between ALLTEL and
Client designated representatives, to review performance, relationship, and
strategic aspects of this engagement.
(d) Quarterly visits by Client designated technical / business team (not
to exceed 5 people) to hosting data center or other relevant ALLTEL operations
teams for structured interactions with ALLTEL team(s). Such visits shall be at
Client's expense.
(e) Semi-annual review by Client / presentation by ALLTEL of product
roadmap-including functional and technical aspects of the product portfolio
supporting Client's business operations.
10. Section 22.2 of the Agreement (Assignment) is replaced in its entirety as
follows:
"22.2 ASSIGNMENT.
(a) Except as provided in Section 22.2 (b) and (d), ALLTEL shall not
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 Client, which
Client may withhold in its sole discretion. Except as provided in
Section 22.2(b) and (c), Client shall not 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 ALLTEL.
(b) 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.
8
(c) Client may assign its rights or obligations under this Agreement to
a non-Affiliate entity acquiring, directly or indirectly, control of
Client, a non-Affiliate entity into which Client is merged, or a
non-Affiliate entity acquiring all or substantially all of Client's
assets (a "Client Change of Control"), without the approval of
ALLTEL, provided such acquisition or merger does not materially
change the nature of the Services under this Agreement. If Client
undergoes a Client Change in Control, Client shall, within one (1)
business Day after the effective date of such change, provide
written notice thereof to ALLTEL. The acquirer or surviving entity
shall agree in writing to be bound by the terms and conditions of
this Agreement.
(d) ALLTEL may assign its rights or obligations under this Agreement to
a non-Affiliate entity acquiring, directly or indirectly, control
of ALLTEL Corporation (the corporate parent of ALLTEL), a
non-Affiliate entity into which ALLTEL Corporation is merged, or a
non-Affiliate entity acquiring all or substantially all of the
assets of ALLTEL Corporation (an "ALLTEL Change of Control"),
without the approval of Client, provided such acquisition or merger
does not materially change the nature of the Services under this
Agreement. If ALLTEL Corporation undergoes an ALLTEL Change in
Control, ALLTEL 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.
(e) Except as provided in Section 22.2(d), ALLTEL shall not assign its
rights or obligations under this Agreement to a non-Affiliate entity
acquiring, directly or indirectly, control of ALLTEL or an ALLTEL
Affiliate to which this Agreement has been assigned, a non-Affiliate
entity into which ALLTEL or an ALLTEL Affiliate to which this
Agreement has been assigned is merged, or a non-Affiliate entity
acquiring all or substantially all of the assets of ALLTEL or an
ALLTEL Affiliate to which this Agreement has been assigned, without
the approval of Client, which Client may withhold in its sole
discretion.
(f) All obligations and duties of any party under this Agreement shall
be binding on all successors in interest and permitted assigns of
such party.
(g) 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."
11. Miscellaneous.
(a) Defined Terms. All capitalized terms not otherwise defined in this
Ninth Amendment shall have the same meaning set forth in the Agreement.
9
(b) Continuing Effect. Except as herein expressly amended, the Agreement
as previously amended is ratified, confirmed and remains in full force and
effect.
(c) Future References. All references to the Agreement shall mean as
such Agreement is amended hereby and as each may in the future be amended,
restated, supplemented or modified from time to time.
(d) Counterparts. This Ninth Amendment may be executed by the Parties
hereto individually or in combination, in one or more counterparts, each of
which will be an original and all of which will constitute one and the same
agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Ninth Amendment as
of the Ninth Amendment Effective Date by their duly authorized representatives.
ALLTEL COMMUNICATIONS, INC. VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ By: /s/ ▇▇▇▇ ▇.(▇▇▇▇) ▇▇▇▇▇▇▇
--------------------------- --------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇ ▇.(▇▇▇▇) ▇▇▇▇▇▇▇
Title: Group President Title: President & CEO
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SCHEDULE A
ALLTEL CONVERSION AND DECONVERSION ROLES AND RESPONSIBILITIES
Part I - Conversion Roles and Responsibilities
ALLTEL roles and responsibilities with respect to any Conversion to be provided
as set forth in Section 4 of the Ninth Amendment shall be as set forth in Part I
of this Exhibit A. ALLTEL will:
(a) Have overall Conversion project responsibility for information technology
related to the ALLTEL System, including project planning and management,
conversion program design, project support services, testing, exit planning and
implementation;
(b) Execute unit, system and integration testing of the ALLTEL System and
interfaces;
(c) Map, develop and test conversion programs and source / target systems
data, including writing programs to support those Conversions which are
automated. Conversion of data will be done in an automated fashion provided that
ALLTEL may, in its reasonable discretion and at no additional charge, Convert
data in a non-automated manner;
(d) Conduct mock conversion testing;
(e) Support Client acceptance testing;
(f) Provide a test environment for all testing phases and provide resources to
answer questions regarding how the ALLTEL System functions;
(g) Implement conversion data to production environment;
(h) Communicate with Client regarding conversion process, including project
status reporting;
(i) Participate in the development of business rules to be used for data
mapping and verifying data translations;
(j) To the extent possible, synchronize data with data received from source
system;
(k) Provide an hour-by-hour implementation plan for the final 24 hours of
conversion;
(1) Perform to mutually agreed Conversion service level metrics;
A-1
(m) Provide functional documentation related to ALLTEL System changes made to
support the Conversion;
(n) Identify and reasonably assist Client-controlled configuration changes;
(o) Cooperate with the source company on Conversion timelines and
deliverables;
(p) Load data received from the source company. Data fallout, and supporting
information, will be provided to Client for required action;
(q) Execute on conversion data supplied by Client;
(r) Accommodate third-party services and interfaces that are currently
supported by ALLTEL (e.g., LIDB, CARE, etc.);
(s) Provide modifications to support trickle feeds;
(t) Provide ▇▇▇▇ formatting that is supported by output processing center;
(u) Provide modifications to existing reports to support segregated and/or
combined reporting for the acquired properties/companies as defined by Client;
(v) Provide load balancing of newly acquired lines across the existing ▇▇▇▇
cycles;
(w) Provide post conversion on-site support for [*****] days after each
conversion;
(x) Participate with Valor on gap analysis between source and target systems;
provided that, for purposes of clarification, the charges described in Section
4(b) of this Ninth Amendment do not include development efforts to close the
functional gaps between the source system and the ALLTEL System;
(y) Provide prompt post-conversion correction of errors and deficiencies; and
(z) Provide post-conversion monitoring of the production environment.
Part II - Deconversion Roles and Responsibilities
ALLTEL roles and responsibilities with respect to any Deconversion to be
provided as set forth in Section 4 of the Ninth Amendment shall be as set forth
in Part II of this Exhibit A. ALLTEL will:
(a) Have deconversion project responsibility for information technology
related to the ALLTEL System, including project planning and management,
conversion program design, project support services, testing, exit
planning and implementation;
A-2
***** [CONFIDENTIAL]
(b) Where applicable, participate in and execute the testing of areas for
which ALLTEL has a role or responsibility;
(c) Map, develop and test data extraction programs;
(d) Participate in data mapping and conversion design activities with Client
and target company;
(e) Participate in the development and execution of mock deconversion testing;
(f) Support Client acceptance testing in areas for which ALLTEL has a role or
responsibility;
(g) Provide resources to answer questions regarding the ALLTEL System
functionality;
(h) Deliver data extracts for production loading;
(i) Communicate with Client regarding deconversion process, including project
status reporting;
(j) Participate in the development of business rules to be used for data
mapping and verifying data translations;
(k) Provide an hour-by-hour implementation plan for the final 24 hours of
deconversion;
(1) Perform Deconversion Services to mutually agreed standards for timeliness,
accuracy and completeness;
(m) Cooperate with the target company on deconversion timelines and
deliverables;
(n) Assist in resolving data fallout, and providing supporting information to
Client for required action during the testing phase;
(o) Provide support for [*****] days after deconversion; and
(p) Provide prompt post-deconversion correction of ALLTEL errors.
A-3
***** [CONFIDENTIAL]
SCHEDULE B
Service Level Measurements
Exhibit F (Service Level Measurements) of the Agreement is replaced in its
entirety with the following:
EXHIBIT F
SERVICE LEVEL MEASUREMENTS
1. GENERAL PROVISIONS.
1.1 GENERAL. Subject to Section 1.5 below, ALLTEL will perform the
Services in accordance with this Exhibit F. Unless otherwise agreed
or specified, ALLTEL's performance of the Service Levels 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 "Measurement Period").
1.2 REPORTING. Unless otherwise specifically provided, no later than the
twelfth (12th) business Day of each month during the Term, ALLTEL
shall provide, in electronic format, results and supporting
documentation to verify ALLTEL's actual performance ("Actual
Performance") for each Service Level for the previous Measurement
Period.
1.3 DEFINITIONS.
"ACCESS LINE CHARGES" means the total monthly Access Line Charges
invoiced by ALLTEL in any calendar month as provided in Section 2.1
of Exhibit C.
"ACTUAL PERFORMANCE" shall have the meaning set forth in Section 1.2
of this Exhibit F.
"ACTUAL UPTIME" means, of the Critical Uptime, the aggregate number
of minutes in any Measurement Period during which each System (and,
if applicable, each Database for each System) is actually available
for use by Client. A System or Database is not available for use if
(A) (i) any major functionality of the System or Database is not
available for use by Client or (ii) the performance of the System or
Database is materially degraded, and (B) this has a material adverse
impact on Client's ability to conduct its business in a commercially
reasonable manner.
"AT RISK AMOUNT" means [*****] of the Access Line Charges for the
applicable month.
B-1
***** [CONFIDENTIAL]
"AVAILABILITY" means Actual Uptime divided by Critical Uptime
expressed as a percentage.
"CREDIT PERCENTAGE" means the Service Level Credit percentage
designated for each Service Level.
"CRITICAL UPTIME" means the aggregate number of minutes during the
specified period in any month during which the System or Database
described in Section 2.1 is scheduled to be available and measured.
"MEASUREMENT PERIOD" shall have the meaning set forth in Section 1.1
above.
"RESOLUTION TIME" means the elapsed time from the time a problem is
detected by or reported to ALLTEL to the time the problem is
Resolved, as defined in Section 2.9(c) below.
"RESPONSE TIME" means the internal elapsed host response time in
seconds from the entry of a System command within the host to the
successful completion of the applicable transaction within the host.
"ROOT CAUSE ANALYSIS" means the formal process to be used by ALLTEL
to diagnose the underlying cause of problems so that corrective
action can be taken that will prevent repeat failures. ALLTEL shall
implement a Root Cause Analysis as specified in Section 1.4.
"SERVICE LEVEL" means the level of performance set forth in Section
2 below which a Service Level Failure shall be deemed to occur.
"SERVICE LEVEL CHANGE PROPOSAL" shall have the meaning set forth in
Section 1.8 of this Exhibit F.
"SERVICE LEVEL CREDIT" shall have the meaning set forth in Section
1.7(a) of this Exhibit F.
"SERVICE LEVEL FAILURE(s)" means performing below the Service Level
as defined in Section 2 below.
1.4 RESPONSE TO SERVICE LEVEL FAILURES. In the event of a Class A
Incident or a Service Level Failure (unless such Service Level
Failure is subject to an exclusion in Section 1.5), ALLTEL will
promptly investigate and correct such Class A Incident or Service
Level Failure by:
(a) promptly investigating and reporting on the causes of the
problem;
B-2
(b) promptly reporting problems to Client in accordance with the
current escalation process in place between ALLTEL and Client;
(c) conducting a Root Cause Analysis of such failure and reporting
the results of such Root Cause Analysis to Client within
[*****];
(d) correcting the problem as soon as practicable (if within
ALLTEL's area of responsibility under the Agreement) or
cooperating in the correction of the problem if ALLTEL does
not have responsibility for the cause of the problem or the
problem is outside of ALLTEL's area of responsibility under
the Agreement;
(e) advising Client of the status of remedial efforts being
undertaken with respect to such problem;
(f) demonstrating to Client's reasonable satisfaction that the
causes of such problem have been or will be corrected and the
likelihood of reoccurrence has been minimized; and
(g) taking all commercially reasonable action to prevent any
recurrence of such problem.
1.5 EXCLUSIONS. ALLTEL may exclude from the determination of its Actual
Performance with respect to any and all applicable Service Levels
the period of time for which any of the conditions set forth below
(collectively, "Exclusions") affect ALLTEL's ability to meet such
Service Levels.
(a) Problems resulting from components (hardware, software,
network, maintenance) for which ALLTEL is not operationally
responsible;
(b) Client's reprioritization of tasks to be performed by ALLTEL
(provided that, if Client has given ALLTEL reasonable advance
notice of such reprioritization, ALLTEL has notified Client in
advance in writing that such reprioritization will cause
ALLTEL to miss such Service Level); or
(c) Circumstances that excuse performance in connection with a
Force Majeure Event as specified in the Agreement.
1.6 MEASURING TOOLS. ALLTEL will select and use monitoring tools
reasonably determined by ALLTEL to measure the Service Levels.
Client may review the monitoring tools selected by ALLTEL, and may
advise ALLTEL if Client believes the selected tool(s) is not
sufficient to measure and report ALLTEL's performance against the
Service Levels. If the tool(s) selected by ALLTEL is not sufficient
to measure and report valid performance data, ALLTEL shall promptly
correct or replace such monitoring tools at no additional cost to
Client. If Client asks
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***** [CONFIDENTIAL]
ALLTEL to use a new or different monitoring tool for any other
reason, ALLTEL will comply with Client's request so long as such
request does not require ALLTEL to incur any out-of-pocket expense
or to provide additional hardware, software or personnel resources
to acquire, maintain and operate such tools. In the event ALLTEL
will incur out-of-pocket expense or must provide additional
hardware, software or personnel resources to acquire, maintain and
operate such tools, ALLTEL will acquire and utilize such tools
provided that Client agrees to reimburse ALLTEL for any
out-of-pocket expenses incurred and to compensate ALLTEL for any
additional hardware, software or personnel resources required, in
each case whether incurred as a one-time expense or as an on-going
basis, for the use and operation of such tool. ALLTEL's charges for
acquisition and utilization of a new tool requested by Client shall
be subject to Client's prior approval of such charges. In the event
Client does not approve ALLTEL's charges, ALLTEL shall not be
obligated to provide such requested tool.
1.7 SERVICE LEVEL CREDITS.
(a) Service Level Credits. In the event of a Service Level
Failure, and such failure is not excused as provided in
Section 1.5, ALLTEL shall accrue a Service Level Credit to
Client as follows:
(i) For each Service Level Failure, a Service Level Credit
that will be computed in accordance with the following
formula:
Service Level Credit = A x B
Where:
A = [*****]
B = [*****]
(ii) If more than one Service Level Failure has occurred in a
single month the sum of the corresponding Service Level
Credits shall be accrued by ALLTEL.
(iii) ALLTEL shall notify Client in writing if Client becomes
entitled to a Service Level Credit, which notice shall
be provided monthly and shall describe the Service Level
Failure(s). Except as provided in Sections 2.6(c) and
2.10, the total Service Level Credits for Service Level
Failure(s) occurring each month shall appear as a credit
on the invoice that contains Access Line Charges for the
month during which the Service Level Failure(s) giving
rise to such Service
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*****[CONFIDENTIAL]
Level Credits occurred (e.g., the amount of Service
Level Credits to be credited with respect to Service
Level Failures occurring in August shall be set forth in
the invoice for the August Access Line Charges issued in
September).
(b) Earnback. ALLTEL shall have the opportunity to earn back
Service Level Credits as described in this Section 1.7(b). If
ALLTEL meets or exceeds the Service Level for [*****] which
such Service Level Credit was assessed for such Service Level,
then ALLTEL may invoice Client for the amount of such Service
Level Credit on its next monthly invoice ("Earnback Credit").
(c) Single Incident/Multiple Failures. If a single incident or
event in any Measurement Period results in the failure of
ALLTEL to meet more than one Service Level, [*****]
(d) Remedies. Under no circumstances shall the imposition of
Service Level Credits be construed as Client's sole or
exclusive remedy for any Service Level Failure. [*****]
1.8 CHANGE MANAGEMENT PROCESS. New Service Levels may be added or
replaced, or existing Service Levels may be modified or deleted,
through the process set forth in this Section 1.8, 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 Levels. Such events and changes include the Parties
planning process, changes in 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
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*****[CONFIDENTIAL]
shall review Service Levels 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, Client or
ALLTEL shall prepare a written analysis that supports such
modification, addition or deletion (a "Service Level Change
Proposal") and submit it to the ALLTEL Account Manager or
Client Project Manager, as applicable. The Parties shall then
review the Service Level 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
Change Proposals must be mutually agreed upon (and agreement
may not be unreasonably withheld conditioned, or delayed by
either Party) before any Service Levels 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 Levels are added or existing Service
Levels modified, the Parties agree that [*****].
1.9 TERMINATION RIGHTS. [*****]
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*****[CONFIDENTIAL]
1.10 MISCELLANEOUS.
(a) Times. Unless otherwise specifically provided, all references
to times shall mean Central Standard Time or Central Daylight
Time, as applicable.
(b) Downtime/Maintenance. During Critical Uptime, ALLTEL shall not
schedule or, except in the case of an emergency, shall not
perform maintenance on the Applications being measured.
2. SERVICE LEVELS. Attached hereto as Attachment A is a matrix which
identifies the Service Levels by Application. The specific Service Level
measurements are set forth in this Section 2.
2.1 AVAILABILITY.
(a) General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to maintain the
aggregate and individual Availability so as to meet or exceed the Service Level
set forth in this Section 2.1.
(b) Critical Uptimes. Availability shall be measured during the
Measurement Period based on the Critical Uptime Periods and Maintenance Windows
for each System or associated Database set forth below. A "Database" is a
separate system database for the applicable System. As of the Ninth Amendment
Effective Date, there are [*****] Databases to be measured for Availability
purposes.
SYSTEMS/
DATABASES CRITICAL UPTIME PERIODS MAINTENANCE WINDOW
-------- ----------------------- ------------------
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****]
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****]
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****]
[*****]
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****] [*****]
[*****]
[*****] [*****] [*****]
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*****[CONFIDENTIAL]
SYSTEMS/
DATABASES CRITICAL UPTIME PERIODS MAINTENANCE WINDOW
-------- ----------------------- ------------------
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****] [*****] [*****]
[*****]
* Excludes a one (1) hour window nightly to reinitialize (reboot) system, if
needed.
(c) Measurements.
(i) Aggregate Availability. The Actual Performance for aggregate
Availability for all Systems and Databases listed shall be expressed as a
percentage and calculated in accordance with the following process:
Aggregate Availability = ((Sigma) Actual Uptime for all Databases
for all listed Systems during Critical Uptime / (Sigma) Critical
Uptime for all Databases for all listed Systems) * 100
Notwithstanding the above measurement, if the Availability for any
single System or Database falls below [*****]% as computed above,
this Service Level will be deemed to have been missed, even if the
Aggregate Availability meets the Service Level.
(ii) Service Levels for Availability. The Service Levels and Credit
Percentage for Availability are as follows:
SYSTEM SERVICE LEVEL CREDIT PERCENTAGE
------ ------------- -----------------
Aggregate of [*****] [*****]%
all
Databases
and all
Systems
Each [*****]%
Database
(iii) Single Service Level Credit. Should a Service Level Failure
occur, whether for the aggregate measurement or the measurement for any
single Database, a Service Level Credit will be accrued for the first
instance of a Service Level Failure and there shall be no further Service
Level Credits for any other Service Level Failures that month for
Availability. In the event of a Service Level Failure for any single
System or Database, ALLTEL may not earn an Earnback Credit for that month
even if the Service Level has been achieved on an aggregate basis.
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*****[CONFIDENTIAL]
2.2 CAMS SYSTEM RESPONSE TIME.
(a) General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to maintain the System
Response Times for CAMS so as to meet or exceed the Service Level set forth in
this Section 2.2.
(b) Measurement. The Actual Performance for System Response Time
for CAMS shall be calculated in accordance with the following process:
CAMS System Response Time = (Sigma) Response Time for internal CICS
transactions in CAMS during Critical Uptime / total number of
internal CICS transactions in CAMS during Critical Uptime. For
purposes of this measurement, Critical Uptime for CAMS is as set
forth in Section 2.1(b) above.
(iii) Service Level for CAMS System Response Time. The Service Level
and Credit Percentage for CAMS System Response Time are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****] [*****]%
2.3 MEDIATION SUCCESS - ON NET TIMELINESS.
(a) General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to perform Mediation
Success - On Net Timeliness so as to meet or exceed the Service Level set forth
in this Section 2.3.
(b) Measurement. The Actual Performance for Mediation Success - On Net
Timeliness shall be expressed as a percentage where the numerator is the number
of polling sites polled on the scheduled polling date and the denominator is the
number of polling sites to be polled during the Measurement Period.
(c) Service Levels for Mediation Success - On Net Timeliness. The
Service Level and Credit Percentage for Mediation Success - On Net Timeliness
are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****]% [*****]%
(d) Other. Polling shall not be scheduled during the maintenance window
for Billdats.
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*****[CONFIDENTIAL]
2.4 MEDIATION SUCCESS - ON NET COMPLETENESS.
(a) General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to perform Mediation
Success - On Net Completeness so as to meet or exceed the Service Level set
forth in this Section 2.4.
(b) Measurement. The Actual Performance for Mediation Success - On Net
Completeness shall be expressed as a percentage where the numerator is the
completed blocks of switch data retrieved from polling sites to the total blocks
of switch data to be retrieved for the Measurement Period and the denominator is
the total blocks of switch data to be retrieved.
(c) Service Levels for Mediation Success - On Net Completeness. The
Service Level and Credit Percentage for Mediation Success - On Net Completeness
are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****]% [*****]%
(d) Effective Date. This Mediation Success - On Net Completeness Service
Level shall become effective on the 1st day of the month which begins [*****]
after the Ninth Amendment Effective Date.
2.5 RATING SUCCESS.
(a) General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to rate collected call
records so as to meet or exceed the Service Level set forth in this Section 2.5.
(b) Measurement. The Actual Performance for Rating Success shall be
expressed as a percentage where the numerator is the number of collected call
records processed by MPS within two (2) days after collection of such records by
Billdats during the Measurement Period and the denominator is the number of
collected call records to be processed by MPS during the Measurement Period.
(c) Service Levels for Rating Success. The Service Level and Credit
Percentage for Rating Success are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****]% [*****]%
(d) Effective Date. This Rating Success Service Level shall become
effective on the 1st day of the month which begins [*****] after the
Ninth Amendment Effective Date.
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***** [CONFIDENTIAL]
2.6 BILLING ACCURACY.
(a) General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to maintain Billing
Accuracy as to meet or exceed the Service Level set forth in this Section 2.6.
(b) Measurement. 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 = ((Total Number of Accounts billed during a month
- Bills in Error) / Total number of Accounts billed during a month)
* 100.
Client shall, as part of its ▇▇▇▇ verification process, verify at least
[*****]% of bills per cycle during each Measurement Period. Client shall perform
such ▇▇▇▇ verification in good faith and in a commercially reasonable manner.
However, if Client performs such ▇▇▇▇ verification in good faith and in a
commercially reasonable manner and Client nonetheless fails to detect an ALLTEL
Error, such failure shall not relieve ALLTEL of responsibility for such ALLTEL
Error for purposes of this Service Level, even if Client arguably should have
detected such error.
For purposes of this Section 2.6, the termination trigger specified in
subpart (ii) of Section 1.9 shall be replaced with the following: "there are
Service Level Failures attributable to the same root cause in [*****],"
(c) Definitions. For purposes of this Section 2.6:
"AGREED PARAMETERS" means taxes, ASOC and toll rating, optional calling
plans, other charges and credits, proration calculations, unreadable information
or ▇▇▇▇ truncation and subtotal and total ▇▇▇▇ amounts, and such other
parameters as may be mutually agreed upon in writing by the Parties.
"ALLTEL ERRORS" means billing errors within the Agreed Parameters that are
identified within 30 days after the mailing of the Bills in Error, and that
directly result from the action or omission of ALLTEL. ALLTEL Errors shall not
include the following:
(i) errors resulting from ALLTEL complying with specifications or
instructions received from Client;
(ii) errors detected by Client in ▇▇▇▇ verification process, unless
Client informs ALLTEL of such error by promptly opening a Class A
Incident, Client requests that it be corrected prior to the issuance
of the ▇▇▇▇ and ALLTEL fails to correct such error prior to issuance
of the ▇▇▇▇;
(iii) errors detected that were signed off by Client in quality assurance;
(iv) errors in data received from Client-authorized third parties, such
as AT&T; or
(v) erroneous table entries made by Client;
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***** [CONFIDENTIAL]
(vi) errors in data controlled by Client, such as Table Administration.
Billing Accuracy shall be reported in the Service Level report after the 30-day
period for the identification of ALLTEL Errors. Thus, for example, for bills
issued in May, ALLTEL Errors may be identified in the period ending June 30, and
Billing Accuracy will then be reported in the Service Level report delivered in
July.
"BILLS IN ERROR" means the total number of bills issued during the
Measurement Period that contain ALLTEL Errors.
(c) Service Levels. The Service Level and Credit Percentage for
Billing Accuracy are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****]% [*****]%
(d) Effective Date. ALLTEL shall begin measuring and reporting Billing
Accuracy in accordance with this Section 2.6 on the Ninth Amendment Effective
Date. ALLTEL shall use reasonable best efforts to meet the Billing Accuracy
Service Level beginning on such date. However, ALLTEL shall not be subject to
the imposition of Service Level Credits for any failure to meet the Billing
Accuracy Service Level during the nine (9) months immediately following the
Ninth Amendment Effective Date, nor shall the provisions of Section 1.9 (as
amended in the next paragraph) apply during such nine (9) month period. During
that period, ALLTEL and Client shall work cooperatively to identify and
implement any changes required for ALLTEL to meet the Billing Accuracy Service
Level. As part of such effort, the Parties shall work cooperatively to identify
and, subject to Client's reasonable approval, implement measures to improve the
▇▇▇▇ verification process of Client.
If, after measuring Billing Accuracy performance for three (3) months, the
Parties conclude that ALLTEL, despite using reasonable best efforts, is unable
to meet this Service Level, the Parties shall develop and implement a corrective
action plan to (i) identify the root cause(s) of such inability to meet the
Billing Accuracy Service Level and (ii) implement any additional changes that
may be required for ALLTEL to meet the Billing Accuracy Service Level.
2.7 BILLING TIMELINESS - END USER BILLING
(a) General. Subject to the Exclusions set forth in Section 1.5 of
this Exhibit F, ALLTEL shall use its reasonable best efforts to undertake
Billing Timeliness - End User Billing so as to meet or exceed the Service Level
set forth in this Section 2.7.
(b) Measurement. The Actual Performance for Billing Timeliness -
End User Billing shall be expressed as a percentage where the numerator is the
total number of bills released by Client by 6:00 PM on day 1 delivered to the US
Postal Service by 8:00 PM on second
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***** [CONFIDENTIAL]
business day (Monday-Friday) after release by Client and the denominator is the
total number of Bills eligible for delivery to the US Postal Service.
(c) Service Levels. The Service Level and Credit Percentage for
Billing Timeliness - End User Billing are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****]% [*****]%
2.8 BILLING TIMELINESS - ACCESS BILLING
(a) General. Subject to the Exclusions set forth in Section 1.5 of
this Exhibit F, ALLTEL shall use its reasonable best efforts to undertake
Billing Timeliness - Access Billing so as to meet or exceed the Service Level
set forth in this Section 2.7.
(b) Measurement. The Actual Performance for Billing Timeliness -
Access Billing shall be expressed as a percentage where the numerator is the
total number of Access Bills delivered to the US Postal Service within three
business days after Client approval and the denominator is the total Access
Bills approved by Client.
(c) Service Levels. The Service Level and Credit Percentage for
Billing Timeliness - Access Billing are as follows:
SERVICE LEVEL CREDIT PERCENTAGE
------------- -----------------
[*****]% [*****]%
2.9 INCIDENT MANAGEMENT.
(a) General. Subject to the Exclusions set forth in Section 1.5 of
this Exhibit F, ALLTEL shall use its reasonable best efforts to undertake
Incident Management so as to meet or exceed the Service Levels set forth in this
Section 2.9.
(b) Classification of Incidents. All incidents shall be classified
by ALLTEL, with Client's reasonable approval, as Class-A, Class-B or Class-C in
accordance with the definitions and criteria set forth in the following table:
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***** [CONFIDENTIAL]
CLASS DEFINITION EXAMPLE
----- ---------- -------
Class-A Client is unable to: [*****]
Incidents - Conduct primary
business functions;
- Support customers.
Class-B - Significant impact [*****]
Incidents on the Client's ability to
conduct business;
- No immediate
solution;
- Problem resolution
is critical;
- No workaround.
Class-C - Incident other than a [*****]
Incidents Class-A or a Class-B
Incident
(c) Measurements. Incident Management shall be measured for each
Measurement Period as follows:
(1) Resolve or Resolution. The time to resolve an incident
shall be calculated as the time between when the incident is detected by ALLTEL
or reported by Client to ALLTEL and when the incident is "Resolved". An incident
shall be deemed to have been Resolved when service is restored in all material
respects and the Client is able to again perform its business functions in a
commercially reasonable manner. A Resolution can be accomplished with a
reasonable workaround. For purposes of this provision, a Class-A Incident is
Resolved when a workaround is in place to make it a Class-B Incident; provided
that the time to resolve
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***** [CONFIDENTIAL]
such Class-B Incident shall include the time during which the Incident was a
Class-A. The same shall be true for the Resolution of a Class-B Incident by
moving such Incident into a Class-C Incident.
(2) The Average Resolution Time for Class-A Incidents shall
be calculated in days for each Measurement Period as follows:
Class-A Incident Average Resolution Time = (Sigma) Time period to
Resolve each Class-A Incident / Total number of Class-A Incidents
Resolved during the Measurement Period.
In the event there are zero (0) Class-A Incidents reported in
a Measurement Period, then a Service Level Credit shall not be accrued by
ALLTEL.
(3) The Average Resolution Time (ART) for Class-B Incidents
calculated in days for each Measurement 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
In the event there are zero (0) Class-B Incidents reported in
a Measurement Period, then a Service Level Credit shall not be accrued by
ALLTEL.
(d) Service Levels. The Service Level and Credit Percentage for
Incident Management are as follows:
CREDIT
SERVICE LEVEL PERCENTAGE
------------- ----------
Class-A Incident Average [*****] [*****]%
Resolution Time
Class-B Incident Average [*****] [*****]%
Resolution Time
2.10 APPLICATION SUPPORT SERVICES
(a) General. Subject to the exclusions set forth in Section 1.5 of
this EXHIBIT F, ALLTEL shall use its reasonable best efforts to provide
Applications project support as to meet or exceed the Service Levels set forth
in this Section 2.10.
(b) Measurements. Application project support shall be measured as
follows:
(i) The Measurement Period shall be semi-annual.
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***** [CONFIDENTIAL]
(ii) Project Timeliness - the percentage of all Application support projects
completed by ALLTEL in no greater than [*****]% of the time deadlines identified
at the completion of the analysis and design phase for the deliverable in
question. In the event the scope of the project is modified by the Parties, the
time deadline for purposes of this measurement shall be modified to reflect such
scope change. A project shall be complete when implemented into production.
Projects measured are those completed during the Measurement Period.
(iii) Project Budget - the percentage of Application support
projects undertaken by ALLTEL that are completed within [*****]% of the budgeted
hours identified at the completion of the analysis and design phase for the
deliverable in question. In the event the scope of the project is modified by
the Parties, the budgeted hours for purposes of this measurement shall be
modified to reflect such scope change. A project shall be complete when
implemented into production. Projects measured are those completed during the
Measurement Period.
(c) Service Levels. The Service Level and Credit Percentage for
Application support projects are as follows:
CREDIT
SERVICE LEVEL PERCENTAGE
------------- ----------
Project Timeliness [*****]% [*****]%
Project Budget [*****]% [*****]%
3. ADDITIONAL SERVICES LEVEL MATTERS.
3.1 CCS SYSTEM RESPONSE TIME. Within sixty (60) days after the Ninth
Amendment Effective Date, the Parties agreed to establish a Service Level to
measure System Response Time for CCS as follows:
(i) ALLTEL shall use Concord AR as the measuring tool for this Service
Level.
(ii) The Credit Percentage shall be [*****]%.
(iii) The Parties shall define the CCS transactions to be measured (the
"Measured Transactions").
(iv) The Service Level measurement shall be:
[*****]
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***** {CONFIDENTIAL]
(v) The Parties shall mutually agree on the Service Level.
3.2 TARP SYSTEM RESPONSE TIME. ALLTEL acknowledges that Client desires
to measure the internal response time of TARP. Client acknowledges that ALLTEL
does not currently measure the internal response time of TARP and does not have
a measuring tool for that purpose. The Parties agree to work in good faith to
establish a TARP System Response Time Service Level, subject to the following:
(i) ALLTEL shall determine the measuring tool to be used, with the
acquisition(or, if applicable, development) and use of such tool being subject
to Section 1.6 above.
(ii) The Credit Percentage shall not exceed [*****]%.
(iii) The Parties shall define the TARP transactions to be measured (the
"TARP Measured Transactions").
(iv) The Service Level measurement shall be:
[*****]
(v) The Parties shall mutually agree on the Service Level.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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***** {CONFIDENTIAL]
Attachment A to Exhibit F
Service Level Matrix by Application
On Line System Response Polling Polling
Availability Time Timeliness Completeness Rating Billing Accuracy
------------ ---- ---------- ------------ ------ ----------------
CCS X X
CAMS/MPS X X X X
CABS X X
TBS X
MIROR X
TARP X X
WFM X
BILLDATS X X
Billing Class A Class B
Timeliness Resolution Resolution Project Timeliness Project Budget
---------- ---------- ---------- ------------------ --------------
CCS X X X X
CAMS/MPS X X X X X
CABS X X X X X
TBS X X X X
MIROR X X X X
TARP X X X X
WFM X X X X
BILLDATS X X X X
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SCHEDULE C
Client Approved SERs
SER# SER Topic
▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇ Data Transfer
E30154 - Set-up Carriers to Receive Toll Termination
E30202 - LICT Breakage Report
E30256 - Reference Data and ICP Enhancement
E30272 - Assign CIC Code Based on OCN
E30285 - PUC Reports Enhancement
E30314 - Fault Placement for 120/121 Reports
E30324 - Reduce Steps Non Pub/Listed Data
E30327 - Digiserv ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ - Product Recommender Data Feed
E30452 - Create Cellular Type 1 LSPID
E30466 - IVR Interface to TARP - Phase I
E39466 - IVR Interface to TARP - Phase 2
E40001 - EchoStar (Satco) Dish Network Billing - Joint Project with ALLTEL
E40013 - Change Primary Listing Window
E40021 - Valornet Pop-up Window
E40022 - Wireline to Wireless Number Portability
E40046 - Solution for Ported Usage
E40051 - Directory Modify Class Heading Edits
E40052 - Limit Access to CLEC Accounts
E40054 - Cost Recovery Charge Change
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
C-1