EXHIBIT 10.29
VERIZON INFORMATION TECHNOLOGIES INC.
AND
TSI TELECOMMUNICATION SERVICES, INC.
MAINFRAME COMPUTING SERVICES AGREEMENT
This Mainframe Computing Services Agreement ("Agreement") is made as of February
14, 2002 ("Effective Date"), between VERIZON INFORMATION TECHNOLOGIES INC.
("VITI"), with offices at One East Telecom Parkway, Post Office ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and TSI TELECOMMUNICATION SERVICES, INC." ("TSI"
or "Customer"), with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇.
In consideration of the terms and conditions and mutual obligations contained in
this Agreement, the parties agree as follows:
1. CONSTRUCTION
1.1 References to an "Article," "Section," or "Subsection" shall be
references to the articles, sections and subsections of the Agreement,
unless otherwise specifically stated.
1.2 The Article and Section headings in the Agreement are intended to be for
reference purposes only and shall in no way be construed to modify or
restrict any of the terms or provisions of the Agreement.
1.3 The word "include," "includes," and "including" shall mean "include,
without limitation," "includes, without limitation," and "including,
without limitation," respectively.
2. DEFINITIONS
2.1 "Affiliate" means, with respect to any entity, any other entity
controlling, controlled by or under common control with such entity. For
purposes of this definition, the term "control," including its
derivatives, means the possession directly or indirectly of the power to
direct or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities, by trust,
management agreement, contract or otherwise.
2.2 "Agreement" means this Agreement and the Exhibits and Attachments
attached to this Agreement, which Exhibits and Attachments are hereby
incorporated by this reference into this Agreement.
2.3 "Expenses" has the meaning set forth in Section 9.3.
2.4 "Force Majeure" shall mean terrorism; acts of God and the public enemy;
the elements; fire; accidents; vandalism; sabotage; external power
failure; failure, delay or disruption of transportation facilities;
strikes, lockouts or any other industrial, civil or public disturbances;
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any laws, orders, rules, regulations, acts or restraints of any
government or governmental body or authority, civil or military,
including the orders and judgments of courts; and any other cause of any
kind whatsoever not reasonably within the control of a party hereto.
2.5 "Fees" has the meaning set forth in Section 9.1.
2.6 "Hardware" means the central processing unit and peripheral equipment
installed in a VITI facility, owned and utilized by VITI to provide the
Services, including the telecommunications equipment at the demarcation
point at VITI's facility. The term Hardware does not include terminals,
controllers, or telecommunications equipment at the TSI site(s), or the
actual circuits, required to enable TSI to utilize VITI's service bureau
services, which terminals, controllers, telecommunications equipment and
circuits are TSI's responsibility.
2.7 "Initial Term" has the meaning set forth in Section 8.1.
2.8 "Intellectual Property Rights" means any and all intangible rights
existing from time to time under the law of any jurisdiction, including
patent law, copyright law, trade secret law, unfair competition law,
trademark law or other similar laws or principles.
2.9 "Services" has the meaning set forth in Section 3.1.
2.10 "Software" means any software used by VITI to provide Services.
2.11 "TSI Proprietary Data" means any and all technical and non-technical,
non-public information owned by TSI that is used in or required for use
in the business of TSI, including financial, marketing and business data,
information and reports, pricing and cost information, correspondence and
notes.
2.12 "TSI Software" means the TSI-developed application software.
2.13 "Verizon Enterprise License" means the agreements between Verizon and/or
its affiliates and any third party to provide the VITI Third Party
Software to Verizon and/or its affiliates.
2.14 "VITI Software" means that certain VITI-owned Software.
2.15 "VITI Third Party Software" means the third party-owned Software.
3. SERVICES
3.1 COMPUTING AND HELP DESK SERVICES. VITI shall provide the mainframe
computing and help desk services as described in Exhibit A (collectively,
"Services"). TSI may order additional services by executing a supplement
to this Agreement that identifies the additional services to be provided.
There is no obligation to provide such additional services or to make
payment therefor unless and until a supplement has been duly executed in
accordance with this Agreement.
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3.2 SERVICE LEVELS. Service level measurements and objectives are as set
forth in the Service Level Agreements (SLAs) between the parties attached
hereto as Attachment 1 to Exhibit A.
4. THIRD PARTY SOFTWARE
4.1 VITI SOFTWARE AND VITI THIRD PARTY SOFTWARE. VITI will use the Hardware
to operate and run VITI Software and VITI Third Party Software; provided,
however, that VITI shall obtain on TSI's behalf all consents necessary
for use of the VITI Third Party Software and TSI will pay all costs
related to obtaining required consents needed by VITI to use the VITI
Third Party Software for TSI's benefit. VITI shall not make any VITI
Third Party Software specifically licensed and paid for by TSI available
to anyone other than TSI. In the event VITI cannot secure such consents
to use the VITI Third Party Software on behalf of TSI, VITI shall
identify such VITI Third Party Software and shall obtain on TSI's behalf
a separate license , and corresponding maintenance. However, TSI shall be
solely responsible for all license, maintenance and other fees due and
payable for such VITI Third Party Software.
4.2 TSI SOFTWARE. VITI will use the Hardware to operate and run the TSI
Software. TSI will pay all costs related to obtaining required consents
needed by VITI to use the TSI Software for TSI's benefit as well as for
all license, maintenance and other fees due and payable for such TSI
Software.
5. REQUIRED CONSENTS.
5.1 If a required consent is not obtained, then, unless and until such
required consent is obtained, VITI shall work with TSI to determine and
adopt such alternative approaches as are necessary and sufficient to
provide the Services without such required consents.
6. COMPUTING FACILITY AND RESOURCE UTILIZATION
6.1 USER LOGON IDENTIFICATION ASSIGNMENT. If necessary to provide the
Services under this Agreement, VITI will assign Logon Identification
names(s) ("IDs") in accordance with VITI's User Logon Identification
Assignment procedures then in effect; provided, however, that VITI has
provided TSI with a description of any change to such procedures. TSI
shall be responsible for the security and control of such assigned IDs
and shall restrict the use of such assigned IDs to access of TSI's
programs and data. TSI shall be responsible for any and all usage charges
incurred on the IDs assigned to it that TSI was aware of or about which
TSI should have had reasonable knowledge. VITI agrees not to disclose
TSI's IDs to any third party without the advance written consent of TSI.
VITI shall have no liability for TSI's disclosure of IDs assigned by it
to third parties.
6.2 TSI ACCESS TO VITI NETWORK OR FACILITY. Under no circumstances shall TSI
personnel access any VITI network or facility for the purpose of
accessing or attempting to access other internal or external networks,
facilities, computer systems, partitions, programs, or data that is not
specific to TSI. TSI further agrees that any capabilities for such access
shall not be published or made known via any medium (e.g., posting on
bulletin boards or via electronic mail). In addition, any such use or
publication, or access to backdoors, data capture routines, games,
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viruses, worms, Trojan horse routines, will be a breach of contract and
VITI will provide notice thereof to TSI and VITI shall immediately cease
providing the Services until such breach is cured. TSI shall ensure that
all TSI personnel accessing VITI's systems are aware of their
responsibilities and restrictions pertaining to the use of the IDs
referenced in this Section 6.2.
6.3 FILE SECURITY. VITI will provide security and back-up and recovery
services as specified in Article 12 to protect TSI's data. VITI reserves
the right to issue and change security regulations and procedures as
needed. VITI shall not be required to reconstruct any files, data, or
programs that may, for any reason, have to be re-entered into the system,
unless reconstruction is required due to a negligent act or omission on
the part of VITI.
6.4 SERVICE USAGE CONDITIONS.
6.4.1 TSI. TSI represents and agrees that it will use the Services in
compliance with all applicable federal, state, and local laws and
regulations, and communications common carrier tariffs. VITI reserves the
right to take all actions, including termination of Services pursuant to
this Agreement (in whole or in part), that it believes necessary to
comply with applicable laws, regulations, and tariffs if TSI fails to
discontinue any improper use of the Services promptly after receipt of
written notice from VITI as is reasonably feasible under the
circumstances.
6.4.2 VITI. VITI represents and agrees that it will provide the Services
in compliance with all applicable federal, state, and local laws and
regulations, and communications common carrier tariffs. TSI reserves the
right to take all actions, including termination of the Services (in
whole or in part), that it believes necessary to comply with applicable
laws, regulations, and tariffs if VITI fails to discontinue any improper
action with respect to the Services promptly after receipt of written
notice from TSI as is reasonably feasible under the circumstances.
7. CONCEPT/PRODUCT OWNERSHIP
7.1 VITI. Except and to the extent otherwise provided in the Intellectual
Property Agreement, TSI agrees that concepts, information, and materials
developed by VITI prior to commencement of, and independent of work
under, this Agreement, or owned by a third-party or supplier of VITI and
furnished to TSI by VITI to enable VITI to perform the Services described
herein, shall remain the property of VITI or such third-party or
supplier.
7.2 TSI. Except and to the extent otherwise expressly provided in the
Intellectual Property Agreement, VITI agrees that concepts, information,
and materials developed by TSI prior to commencement of and independent
of work under this Agreement, or owned by a third-party or supplier of
TSI and furnished to VITI by TSI to enable VITI to perform the Services
described herein, shall remain the property of TSI or such third-party or
supplier.
7.3 Except for TSI Proprietary Data, all reports, recommendations, manuals,
findings, evaluations, forms, models, tools, computer programs, source
code listings, flow charts, programming documentation, reviews,
information, data, and written materials developed by VITI in connection
with the Services provided to TSI pursuant to this Agreement shall be the
exclusive property of VITI however upon request, VITI shall provide TSI a
printed copy of the reports,
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recommendations, manuals, findings, evaluations, forms, flow charts,
information, and data specifically related to TSI.
7.4 TSI PROPERTY RIGHTS. TSI retains exclusive ownership rights to all TSI
Software, information and data files provided to VITI under this
Agreement. All TSI Proprietary Data, including records, data files, input
material reports, and other information received by VITI from TSI,
computed, used or stored pursuant to this Agreement are the exclusive
property of TSI. VITI shall not possess any interest, title, lien or
right to any such TSI Proprietary Data. Nothing in this Agreement should
be construed as granting VITI any license to the TSI Proprietary Data or
conveying any interest or right in any TSI Proprietary Data or TSI
Software, except to the extent necessary for VITI to perform its
obligations and Services under this Agreement.
8. TERM AND TERMINATION
8.1 INITIAL TERM. This Agreement shall commence on the Effective Date and
shall have an initial term of six (6) months ("Initial Term") or until
terminated as otherwise provided in this Agreement or by operation of
law. In the event that TSI is unable to migrate to Lockheed ▇▇▇▇▇▇ within
the Initial Term, and upon thirty (30) days' written notice from TSI
specifying a new end date, VITI will, extend the Services to TSI on a
month to month basis under the same terms and conditions herein for a
maximum of six (6) additional months. Any additional software license
and/or maintenance charges applicable to such extension will be TSI's
responsibility.
8.2 TERMINATION FOR DEFAULT. The occurrence of any of the following shall
constitute a default, giving the non-defaulting party the right to
terminate this Agreement for cause, subject to Sections 8.5.1 and 8.5.3
below:
8.2.1. NONPAYMENT. In the event TSI shall fail to pay when due any
undisputed payment or other amount due hereunder and such failure shall
continue for a period of thirty (30) days after such invoice is due,
VITI, at its sole option, shall have the right to terminate this
Agreement for default, provided that such termination may be made only
following the expiration of a fifteen (15) day period during which TSI
has failed to cure such breach after having been given written notice of
such breach. In addition, VITI shall have the right, at its sole
discretion, to stop providing Services to TSI under this Agreement, and
VITI shall be relieved of any future obligations to perform Services
under this Agreement. VITI shall retain all amounts previously paid by
Customer, and TSI shall remain liable for all obligations upon
termination as provided under Section 8.5 below;
8.2.2 MATERIAL BREACH. Either party shall fail to perform or observe any
other material covenant, condition or agreement to be performed or
observed by it hereunder and such failure shall continue for a period of
thirty (30) days after receipt of written notice; or
8.2.3 BANKRUPTCY/INSOLVENCY. Either party shall commit an act of
bankruptcy within the meaning of the Federal Bankruptcy Act, or
bankruptcy, receivership, insolvency, reorganization, dissolution,
liquidation or other proceedings shall be instituted by or against
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either party or all or any substantial part of its property under any
federal or state law and such proceeding shall not be dismissed within
ninety (90) days.
8.3 TERMINATION FOR CONVENIENCE. In the event TSI wishes to terminate this
Agreement prior to expiration of the Initial Term, TSI may do so with
thirty (30) days' prior written notice to VITI, subject to Sections 8.5.2
and 8.5.3 below.
8.4 FORCE MAJEURE. In the event VITI is unable to perform the Services in any
material respect for more than ten (10) consecutive days, or for more
than thirty (30) days in any calendar quarter, as a result of a Force
Majeure, TSI may terminate this Agreement by giving VITI written notice
of such termination.
8.5 OBLIGATIONS UPON TERMINATION.
8.5.1 PAYMENT UPON TERMINATION FOR DEFAULT. In the event of a
termination for default on the part of TSI (under Section 8.2
above), TSI shall remain obligated to pay VITI Fees and Expenses
incurred by VITI through the date of termination.
8.5.2 PAYMENT UPON TERMINATION FOR CONVENIENCE. If TSI terminates
this Agreement for convenience in accordance with Section 8.3,
TSI will pay for Services rendered by VITI through the date of
termination and for all amounts paid to third parties pursuant to
Section 4.1 for VITI Third Party Software to the extent such
amounts are previously unreimbursed,.
8.5.3 RETURN OF MATERIALS. Upon termination of this Agreement,
each party shall promptly return to the other party, or at the
option of the owner, certify the destruction of, all data,
programs and materials of the other held in connection with the
performance of this Agreement. VITI will not be responsible for
the retention of TSI Software, VITI Third Party Software or TSI
Proprietary Data for a period in excess of sixty (60) days
following the effective date of such termination. Within such
period TSI must make arrangements with VITI for the transmission
of such TSI Software and TSI Proprietary Data to TSI's designated
data center. TSI will pay for all necessary media, processing,
and shipping costs. TSI understands and agrees that at any time
after delivery of the media, or after the sixty-first (61st) day
following termination, VITI's file purge procedures will
ultimately erase all storage media, including back-up storage
media, which contain TSI Software or TSI Proprietary Data, and
TSI expressly releases VITI from any and all liabilities in
connection with the erasure or destruction of the same that TSI
has stored on VITI's computers in excess of sixty (60) days
following termination. TSI is solely responsible for maintaining
a procedure for the reconstruction of lost data, programs and
procedures for purposes of re-entry and back-up of TSI's data,
except that VITI shall remain liable beyond the stated period for
information remaining in storage at VITI for which TSI has
specifically contracted with VITI to store beyond termination.
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8.5.4 TERMINATION ASSISTANCE. Upon the written request of TSI or
upon contract expiration or termination as specified in this
Agreement, VITI shall perform transition services as reasonably
requested by TSI which shall include:
(a) preparation and submission of a detailed turnover plan
which includes the overall strategy, schedule, itemization
of turnover deliverables, staffing plan, and tasks required
to complete the turnover; and
(b) transfer of Customer Data Files (archived and current),
files, and documentation to Customer.
Termination assistance shall be set forth in a Service Request
Form ("SRF") to be mutually agreed upon between the parties. TSI
shall pay VITI for the transition services delineated in the SRF
at the professional services hourly rate of $125 per hour. Except
as expressly stated in this Agreement, TSI acknowledges that VITI
will provide no transition assistance except as specifically
requested in writing by TSI and agreed to in writing by VITI and
TSI.
9. FEES AND PAYMENTS
9.1 FEES. TSI shall pay VITI the fees for the Services as described in
Exhibit B ("Fees").
9.2 TAXES. In addition to the Fees, TSI shall pay to VITI an amount equal to
any excise, use, privilege, gross revenue, or sales tax, or any other tax
(except income and franchise taxes), assessments, or duties, imposed by
or under authority of any federal, state, provincial, or local law, and
to be paid or assessed by VITI with respect to the Services or any
portion or modification hereof or addendum. Taxes, assessments and duties
will be separately identified on the invoices to which they apply.
9.3 EXPENSES. In addition to the Fees, TSI shall reimburse VITI for the
reasonable, verifiable, travel out-of-pocket expenses, incurred by VITI
that are attributable to VITI's employees providing Services at TSI's
downtown Tampa location ("Expenses"). VITI shall not provide Services at
any location other than the TSI downtown Tampa office. Expenses shall be
identified separately in VITI invoices for Services.
9.4 INVOICES/PAYMENT. All fees and charges shall be invoiced monthly for
Services rendered during the previous month and are due thirty (30)
calendar days after the date of invoice. Late payment charges may be
imposed by VITI at the rate of 1 1/2 % per month (18% per year) or the
maximum rate allowed by law, whichever is lower. Interest shall not be
payable by TSI for amounts on invoices that TSI has disputed in good
faith provided that the dispute is resolved in TSI's favor and TSI pays
within thirty (30) calendar days of the resolution of the dispute. With
respect to disputed invoices, undisputed amounts must be paid within
thirty (30) calendar days from the date of the invoice. VITI must be
advised in writing of any amounts disputed by TSI and the basis of the
dispute within fifteen (15) calendar days from the date of the invoice or
the
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entire invoice must be paid. Interest shall be payable from the original
due date until the payment date for disputed invoices that are resolved
in VITI favor.
10. AUDIT RIGHTS
10.1 AUDIT. Upon at least two weeks' written notice to VITI and during VITI's
normal business hours, TSI shall have the right to audit and verify
VITI's operating environment and other areas of service to ensure that
VITI is maintaining adequate controls and security measures, that VITI's
usage data in support of the ▇▇▇▇▇▇▇▇ to TSI are correct, and that
reports relating to VITI's performance are accurate. Such audit and
inspection shall be limited to information that relates to the Services,
and may include: (i) VITI's practices and procedures; (ii) VITI's
computer systems; (iii) VITI's controls and security measures and
procedures; (iv) VITI's disaster recovery and back-up procedures; (v) any
matter necessary to enable TSI to meet applicable legal or regulatory
requirements; (vi) VITI's compliance with service levels; and (vii) usage
data in support of the billing data and records relating to the Services.
TSI may conduct such audit and a verification review itself or with the
assistance of a third party organization (provided that such organization
has executed a Non-Disclosure Agreement with VITI), at TSI's expense.
Such audit shall occur only once during the term of this Agreement,
unless a regulatory agency requires additional audits, during the term of
this Agreement. VITI will cooperate in this review and will furnish to
TSI or TSI's designated representatives requested information on a timely
basis provided that TSI reimburses VITI at the professional services rate
of $125 per hour for all time expended by VITI.
10.1.1 ACCESS. In accordance with Section 10.1, VITI shall
provide to TSI and its Affiliates, their respective auditors
(including internal audit staff), inspectors, regulators,
consultants and other representatives as TSI may from time to
time designate in writing, reasonable access to: (i) VITI's
facilities where the Services are being performed; (ii) VITI's
personnel providing any of the Services; and (iii) data and
records in the possession of VITI relating to any of the Services
as set forth above. All such persons shall adhere to VITI's
customary security and safety policies.
10.1.2 VITI COOPERATION. VITI shall assist TSI's auditors,
inspectors, regulators and representatives as is reasonably
required. VITI shall cooperate with TSI or its designees in
connection with audit functions and with regard to examinations
by regulatory authorities.
10.1.3 EXPENSES. TSI shall bear its and VITI's expenses relating
to any audit performed pursuant to this Article 10.
10.1.4 ADJUSTMENTS. If any audit pursuant to this Article 10
indicates the need for adjustments in TSI's payments for the
Services, the audit results and recommendations will be used as
the basis for the negotiation of equitable adjustments. Any
adjustments will be paid by or credited to the appropriate party
within sixty (60) days after the parties' agreement as to the
adjustments.
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10.2 TSI PROPRIETARY DATA AVAILABILITY. Notwithstanding any other provision of
this Agreement, VITI will make all TSI Proprietary Data (complete and
unaltered) available to TSI and its authorized agents. Furthermore,
during the term of this Agreement, VITI will not destroy any TSI
Proprietary Data (other than as otherwise permitted under this
Agreement), without the prior express written consent of TSI. However,
TSI understands and agrees that at any time after delivery of the storage
media, or after the sixty-first (61st) day following termination, VITI's
file purge procedures will ultimately erase all storage media, including
back-up storage media, which contain TSI Software or TSI Proprietary
Data.
10.3 SAFEGUARDING TSI PROPRIETARY DATA. VITI will establish and maintain
safeguards against the destruction, loss, or alteration of TSI
Proprietary Data in the possession of VITI that are no less rigorous than
those maintained by VITI with respect to its own similar data. TSI will,
at its own expense, have the right to establish backup security for TSI
Proprietary Data and to keep backup data and data files at a non-Verizon
location.
11. GENERAL ADMINISTRATION
11.1 CHANGES. VITI may, upon reasonable notice to TSI, designate and make
changes in rules of operation, teleprocessing protocols, accessibility
periods, TSI identification procedures, type of terminal equipment, type
and location of system and service equipment, system programming
languages, and designation of the particular VITI data center serving TSI
at any particular address, provided however that any such proposed change
will not substantially impair TSI's ability to obtain Services or TSI's
cost of receipt of the Services.
12. BACKUP AND ARCHIVING; DISASTER RECOVERY
12.1 BACKUP AND ARCHIVING. As part of the Services, VITI shall perform: (i)
periodic backup and archiving; (ii) purging and archiving of data; and
(iii) general recovery.
12.2 DISASTER RECOVERY. VITI shall provide Disaster Recovery in accordance
with the applicable provisions of Exhibit A.
13. TELECOMMUNICATIONS
13.1 VITI shall be responsible for monitoring the TSI-provided
telecommunications network between TSI's location and VITI's location, as
well as for the purchase and maintenance of the network hardware/software
at VITI's demarcation point. TSI shall be responsible for the purchase
and maintenance of any network hardware/software necessary to allow TSI
to connect to the network at the mutually agreed upon TSI demarcation
point.
14. CONFIDENTIAL AND PROPRIETARY INFORMATION:
14.1 DISCLOSURE. Both VITI and TSI acknowledge that certain information that
each may receive from the other, non-public information concerning the
business or finances of either party, and any other information the
disclosure of which might harm or destroy a competitive advantage of the
disclosing party, may be proprietary to the disclosing party. Neither
receiving party shall,
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directly or indirectly, use or disclose any information concerning the
disclosing party's business methods, customers or finances, or any other
information that is disclosed to it by the other party, whether or not in
writing and whether or not designated as proprietary, without the prior
written permission of the disclosing party, unless such use or disclosure
is specifically required in the course of the performance by the
receiving party of its obligations hereunder. The parties acknowledge
that this Agreement contains commercially confidential information that
may be considered proprietary by either or both parties, and agree to
limit distribution of this Agreement to those individuals in their
respective corporations with a need to know the contents of this
Agreement. The foregoing notwithstanding, nothing contained herein shall
prevent either party from complying with applicable law, regulation or
court order, provided that timely written notice is provided to the other
party to permit the other party to seek to limit any required disclosure
or to seek a protective order. The obligations of VITI and TSI under this
Article 14 shall not extend to any information that: (i) becomes publicly
available other than through the action of the receiving party; (ii) is
subsequently rightfully furnished to the receiving party by a third party
without restriction on disclosure; (iii) is furnished by the disclosing
party to a third party without restriction on disclosure; or (iv) is
rightfully known by the receiving party at the time of receiving such
information; provided, however, that nothing herein shall preclude either
party from disclosing information that is required to be disclosed by
valid order of a court or other governmental body or otherwise required
by law, to the extent that such disclosure is so required provided the
receiving party gives prompt written notice to the disclosing party in
order for the disclosing party to obtain a protective order or similar
relief.
14.2 BREACH. VITI and TSI both acknowledge that any breach by them of their
respective obligations under this Article 14 will cause irreparable harm
to the other party for which its remedies at law will be inadequate and
that in the event of any such breach the harmed party shall be entitled
to equitable relief (including without limitation injunctive relief and
specific performance) in addition to other remedies provided hereunder or
available at law.
15. REPRESENTATIONS AND WARRANTIES
15.1 VITI.
15.1.1 AUTHORIZATION. VITI represents and warrants to TSI: (i) that this
Agreement has been validly executed and delivered by VITI and that the
provisions set forth in this Agreement constitute legal, valid, and
binding obligations of VITI enforceable against VITI in accordance with
their terms, subject to bankruptcy, insolvency, reorganization and other
laws affecting creditor's rights generally, and with regard to equitable
remedies, to the discretion of the court before which proceedings to
obtain such remedies may be pending; (ii) that VITI has all requisite
corporate power and authority to enter into this Agreement, and to carry
out the transactions contemplated by this Agreement, and that the
execution, delivery, and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement have been
duly authorized by all requisite corporate action on the part of VITI;
and (iii) that VITI's execution and delivery of this Agreement and VITI's
performance or compliance with the terms of this Agreement will not
conflict with, result in a breach of, constitute a default
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under, or require the consent of any third party under any license,
sublicense, lease, contract, agreement or instrument to which VITI is
bound or by which its properties are subject.
15.1.2 NON-INFRINGEMENT. VITI represents and warrants to TSI that the
Hardware, the VITI Software, the VITI materials provided under Section
7.1, and the Services do not infringe, or constitute an infringement or
misappropriation of, any Intellectual Property Rights of any third party.
15.1.3 COMPLIANCE WITH LAWS. VITI represents and warrants to TSI that
VITI will perform the Services in a manner that complies with all laws
applicable to VITI. TSI will coordinate with and provide information to
VITI as may be reasonably requested by VITI to enable VITI to comply with
all applicable laws. If VITI is charged with a violation of or
non-compliance with any such laws, VITI will promptly notify TSI of such
charges in writing and will use VITI's reasonable commercial efforts to
cure such violation or non-compliance as soon as practicable.
15.1.4 PERFORMANCE OF SERVICES. VITI covenants and agrees, and represents
and warrants to TSI, that VITI will provide the Services in a
professional, workmanlike manner, and in accordance with the requirements
of this Agreement.
15.1.5 NO VIRUSES. VITI represents and warrants to TSI that VITI will use
all commercially reasonable efforts to ensure that there are no viruses
or similar items ("Viruses") in any VITI Software and VITI Third Party
Software provided or used by VITI as part of the Services. VITI agrees
that, in the event a Virus is found to have been introduced into such
software from any source, VITI will use all commercially reasonable
efforts to eliminate the Virus, to reduce the effects of the Virus and,
if the Virus causes a loss of operational efficiency or loss of data, to
mitigate and restore such losses.
15.1.6 NO SUITS OR ACTIONS. VITI represents and warrants to TSI that
there are no pending or threatened lawsuits, actions, or any other legal
or administrative proceeding against VITI which, if adversely determined
against VITI, will have a material adverse affect on VITI's ability to
perform its obligations under this Agreement.
15.1.7 CONTINUING WARRANTIES. VITI hereby agrees and covenants to ensure,
throughout the term, that each of the representations and warranties set
forth in this Section 15.1, and each other representation and warranty of
VITI in this Agreement, remains true and correct during the term of this
Agreement. To the extent that any such representation or warranty becomes
untrue in any material respects during the term of this Agreement, VITI
will notify TSI of the facts and circumstances surrounding such
situation.
15.2 TSI:
15.2.1 AUTHORIZATION. TSI represents and warrants to VITI: (i) that this
Agreement has been validly executed and delivered by TSI and that the
provisions set forth herein constitute legal, valid and binding
obligations of TSI enforceable against TSI in accordance with their
terms, subject to bankruptcy, insolvency, reorganization and other laws
affecting creditors' rights generally, and with regard to equitable
remedies, to the discretion of the court before which
11
proceedings to obtain such remedies may be pending; (ii) that TSI has all
requisite corporate power and authority to enter into this Agreement and
to carry out the transactions contemplated by this Agreement, and that
the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement have been
duly authorized by all requisite corporate action on the part of TSI; and
(iii) that TSI's execution and delivery of this Agreement and TSI's
performance or compliance with the terms of this Agreement will not
conflict with, result in a breach of, constitute a default under, or
require the consent of any third party under any license, sublicense,
lease, contract, agreement or instrument to which TSI is bound or by
which TSI's properties are subject.
15.2.2 NON-INFRINGEMENT. TSI represents and warrants to VITI that: (1)
the TSI Software does not infringe, or constitute an infringement or
misappropriation of, any Intellectual Property Rights of any third party
and (2) TSI is not providing any third party software to VITI.
15.2.3 COMPLIANCE WITH LAWS. TSI represents and warrants to VITI that TSI
will perform its obligations under this Agreement in a manner that
complies with all applicable laws. If TSI is charged with a violation of
or non-compliance with any such laws, TSI will promptly notify VITI of
such charges in writing and will use TSI's reasonable commercial efforts
to cure such violation or non-compliance as soon as practicable.
15.2.4 NO VIRUSES. TSI represents and warrants to VITI that TSI will use
all commercially reasonable efforts to ensure that there are no viruses
or similar items ("Viruses") in any TSI Software provided to VITI. TSI
agrees that, in the event a Virus is found to have been introduced into
such software from any source, TSI will use all commercially reasonable
efforts to eliminate the Virus, to reduce the effects of the Virus and
VITI shall have the right to stop processing until this is accomplished
or VITI can process without compromising the security of its data center.
15.2.5 NO SUITS OR ACTIONS. TSI represents and warrants to VITI that
there are no pending or threatened lawsuits, actions, or any other legal
or administrative proceeding against TSI which, if adversely determined
against TSI, will have a material adverse affect on TSI's ability to
perform its obligations under this Agreement.
15.2.6 CONTINUING WARRANTIES. TSI hereby agrees and covenants to ensure,
throughout the term, that each of the representations and warranties set
forth in this Section 15.2, and each other representation and warranty of
TSI in this Agreement, remains true and correct during the term of this
Agreement. To the extent that any such representation or warranty becomes
untrue in any material respects during the term of this Agreement, TSI
will notify VITI of the facts and circumstances surrounding such
situation.
16. INDEMNIFICATION
16.1 INDEMNIFICATION BY VITI. VITI will indemnify, defend and hold harmless,
in accordance with the procedures described in Section 16.3, TSI and its
Affiliates and its and their respective officers, directors, members,
employees, agents, successors, and assigns, from and against any and all
losses, claims, damages, liabilities, obligations, penalties, judgments,
awards, costs,
12
expenses, and disbursements finally awarded and caused by, relating to,
based upon, arising out of or in connection with (a) any breach by VITI
of the representations and warranties made by it under this Agreement;
(b) gross negligence, recklessness or willful misconduct on the part of
VITI or its officers, directors employees, agents, successors and
assigns; (c) any claim that the Hardware, or use of the VITI Software, or
the VITI materials provided under Section 7.1 infringes or
misappropriates any Intellectual Property Rights of any third party; and
(d) bodily injury or death or damage to tangible personal property to the
extent the same was caused by the negligence or willful misconduct by
VITI or its Affiliates or its and their respective directors, officers,
employees, agents, successors or assigns.
16.2 INDEMNIFICATION BY TSI. TSI will indemnify, defend and hold harmless, in
accordance with the procedures described in Section 16.3, VITI and its
Affiliates and its and their respective officers, directors, members,
employees, agents, successors, and assigns, from any and all losses,
claims, damages, liabilities, obligations, penalties, judgments, awards,
costs, expenses, and disbursements finally awarded and caused by,
relating to, based upon, arising out of or in connection with (a) any
breach by TSI of the representations and warranties made by it under this
Agreement; (b) gross negligence, recklessness or willful misconduct on
the part of TSI or its officers, directors employees, agents, successors
and assigns; (c) any claim that the use of TSI Software infringes or
misappropriates any Intellectual Property Rights of any third party; and
(d) bodily injury or death or damage to tangible personal property to the
extent the same was caused by the negligence or willful misconduct by TSI
or its Affiliates or their respective directors, officers, employees,
agents, successors or assigns.
16.3 INDEMNIFICATION PROCEDURE. The party obliged to indemnify ("Indemnifying
Party") shall defend with counsel of its choosing any claim, demand, suit
or other action (each, a "Claim") brought against each person seeking to
be reimbursed, indemnified, defended, and/or held harmless (each an
"Indemnified Party"). The Indemnified Party shall notify the Indemnifying
Party promptly in writing of any Claims for which the Indemnified Party
alleges that the Indemnifying Party is responsible under this Article 16,
which notice shall include a reasonable identification of the alleged
facts giving rise to such Claim. The Indemnifying Party shall be relieved
of liability hereunder to the extent it is prejudiced by the Indemnified
Party's failure to give prompt notice. The Indemnifying Party shall also
be relieved of liability hereunder for settlement by the Indemnified
Party of any Claim unless the Indemnifying Party has approved the
settlement in advance (such approval not to be unreasonably withheld) or
unless the defense of the Claim has been tendered to the Indemnifying
Party in writing and the Indemnifying Party has failed promptly to
undertake the defense. The Indemnified Party shall reasonably cooperate
with the Indemnifying Party and its agents in defense of any Claim for
which such Indemnified Party seeks to be reimbursed, indemnified,
defended, or held harmless. Each Indemnified Party shall have the right
to participate in the defense of any such Claim, by using attorneys of
such Indemnified Party's choice, at such Indemnified Party's expense.
17. LIMITATION OF LIABILITY
17.1 IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER WHATSOEVER
FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF
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ANTICIPATED PROFITS OR REVENUE OR OTHER ECONOMIC LOSS IN CONNECTION WITH
OR ENSUING FROM THE SERVICES TO BE FURNISHED PURSUANT TO THIS AGREEMENT,
EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
17.2 CAP ON DAMAGES. In no event shall either party be entitled to any
monetary damages against the other in excess of the average of six (6)
months' charges for processing services based on the average of the
previous three (3) months' invoices actually paid by TSI under this
Agreement.
17.3 EXCLUSION. Sections 17.1 and 17.2 shall not apply to claims involving
death, bodily injury, or property damage or the provisions of Article 7
(Concept/Product Ownership), Article 14 (Confidential and Proprietary
Information) or Sections 15.1.2 and 15.2.2 (Non-Infringement).
17.4 EXPIRATION OF CLAIMS. No action, regardless of form, arising out of the
transactions contemplated by this Agreement may be brought by either
party more than two (2) years after the cause of action has accrued,
except that an action for non-payment may be brought within two (2) years
after the date of last payment.
18. ADDITIONAL SERVICES
18.1 CONVERSION, INTERFACING, RETROFITTING. Any conversion, interfacing, and
retrofitting services requested by TSI are outside the scope of this
Agreement. VITI, upon receipt of a statement of work from TSI, will
prepare and submit its proposal to TSI. Upon acceptance by TSI, the new
services will be set forth in a mutually agreed upon definitive Agreement
between VITI and TSI.
18.2 SPECIAL SERVICES. TSI shall notify VITI in writing of its request for
VITI to provide consulting services, develop customized software, or
provide other professional services that may be offered by VITI from time
to time. VITI will develop a proposal for TSI for the additional effort.
TSI shall pay for any additional professional services, including any
preliminary specifications or study requirements, on a time and materials
basis at VITI's then-current hourly rate according to the professional
services requested by TSI. Any professional services provided under this
Section 18.2 will be set forth in a mutually agreed upon definitive
Agreement between VITI and TSI.
19. DISPUTE RESOLUTION:
19.1 ALTERNATIVE DISPUTE RESOLUTION. The parties desire to resolve disputes
arising out of this Agreement without litigation. Accordingly, except for
an action seeking a temporary restraining order or injunction related to
the purposes of this Agreement, or suit to compel compliance with this
dispute resolution process, the parties agree to use the following
alternative dispute resolution procedure as their sole remedy with
respect to any controversy or claim arising out of or relating to this
Agreement or its breach.
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19.2 PROCEDURE. At the written request of a party, each party will appoint a
knowledgeable, responsible representative to meet and negotiate in good
faith to resolve any dispute arising under this Agreement. The parties
intend that these negotiations be conducted by non-lawyer, business
representatives. The location, format, frequency, duration and conclusion
of these discussions shall be left to the discretion of the
representatives. Upon agreement, the representatives may utilize other
alternative dispute resolution procedures such as mediation 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 the
arbitration described below or in any lawsuit without the concurrence of
all 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 the arbitration or lawsuit.
19.3 BINDING ARBITRATION/DISCOVERY. If the negotiations do not resolve the
dispute within sixty (60) days of the initial written request, the
dispute shall be submitted to binding arbitration by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. A party may demand such arbitration in accordance with the
procedures set out in those rules. Discovery shall be controlled by the
arbitrator and shall be permitted to the extent set out in this Section
19.3. Each party may submit in writing to a party, and that party shall
so respond, to a maximum of any combination of thirty-five (35) (none of
which may have subparts) of the following:
(1) interrogatories,
(2) demands to produce documents, and
(3) requests for admission
19.4 DEPOSITIONS/ARBITRATION HEARING. Each party is also entitled to take the
oral deposition of one individual of another party. Additional discovery
may be permitted upon mutual agreement of the parties. The arbitration
hearing shall be commenced within sixty (60) days of the demand for
arbitration. The arbitration shall be held in Tampa, Florida. The
arbitrator shall control the scheduling so as to process the matter
expeditiously. The parties may submit written briefs. The arbitrator
shall rule on the dispute by issuing a written opinion within thirty (30)
days after the close of hearings. The times specified in this Section
19.4 may be extended upon mutual agreement of the parties or by the
arbitrator upon a showing of good cause. Judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction. The
arbitrator shall have no authority to award punitive or exemplary damages
or any other damages not measured by the prevailing party's actual
damages and may not, in any event, make any ruling, finding or award that
does not conform to the terms and conditions of this Agreement.
19.5 COSTS. Each party shall bear its own costs of these procedures. A party
seeking discovery shall reimburse the responding party the costs of
production of documents (to include search time and reproduction costs).
The parties shall equally split the fees of the arbitration cost, the
court reporter's transcript, and the arbitrator.
15
20. NOTICES
20.1 NOTICES. All notices required to be given hereunder shall be given to the
respective parties by facsimile transmission or by such other method as
will result in a written acknowledgment of receipt. Notices shall be
deemed delivered on the Business Day (Monday through Friday, excluding
TSI and VITI holidays) following the date shown on the facsimile
transmission or on the date shown on the signed receipt.
To VITI: Verizon Information Technologies Inc.
One East Telecom Parkway
P.O. Box 290152
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President-Commercial Services
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Copies to: Legal Department
Verizon Information Technologies Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To TSI: TSI Telecommunication Services Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
20.2 Either party may change its contact person, address and facsimile number
for notice purposes by giving the other party written notice of the new
address and the date upon which it will become effective in accordance
with this Article 20.
21. MISCELLANEOUS
21.1 EQUAL EMPLOYMENT OPPORTUNITY The Equal Employment Opportunity Clause in
Section 202, Paragraphs 1 through 7, of Executive Order 11246, as
amended, relative to Equal Employment Opportunity, and the implementing
Rules and Regulations of the Office of Federal Contract Compliance, are
incorporated herein by specific reference.
21.2 ASSIGNMENT; SUCCESSORS. Neither party may assign the rights or
obligations of this Agreement without the express written consent of the
other, which consent shall not be unreasonably delayed or withheld;
provided, however, that either party may, upon written notice to the
other party, assign its rights and obligations under this Agreement: (a)
to an Affiliate; (b) to an entity that acquires all or substantially all
of the assets of the assigning party; or (c) to any successor
16
in a merger or acquisition of the assigning party. In case of assignment,
the provisions of this Agreement shall be binding on all successors and
assigns.
21.3 SEVERABILITY. In the event that any portion of this Agreement is
terminated or deemed to be void or unenforceable, that portion of the
Agreement shall be severed and the balance of the provisions shall
continue and be effective and enforceable.
21.4 WAIVER. No delay or omission by either party to exercise any right or
power hereunder shall preclude the exercise of such right or power in
subsequent instances or be construed to be a waiver. A waiver by either
party of any of the covenants to be performed by the other party shall
not be construed to be a waiver of any covenant herein contained, and the
waiver of any breach of covenant shall not be construed to be a waiver of
any succeeding breach. All remedies provided for in this Agreement shall
be cumulative and in addition to and not in lieu of any other remedies
available to either party at law, in equity, or otherwise.
21.5 FORCE MAJEURE. Neither party shall be liable by reason of any failure in
performance of this Agreement for reason of Force Majeure.
21.6 GOVERNING LAW. This Agreement shall be governed by, interpreted and
construed in accordance with the laws of the State of Florida, without
giving any effect to any provision of such law relating to conflict of
laws.
21.7 PUBLICITY. Except for intra-company bulletins and communications, neither
VITI nor TSI shall make or authorize any media release, advertisement, or
other disclosure pertaining to this Agreement without the prior written
consent of the other party. Notwithstanding the foregoing, VITI may list
TSI as a customer through media releases, and/or other promotional and
marketing media and describe in general terms the Services
21.8 INDEPENDENT CONTRACTOR. It is expressly understood that VITI and TSI are
independent contractors of one another, and that neither has the
authority to bind the other to any third person or otherwise to act in
any way as the representative of the other, unless otherwise expressly
agreed to in writing by both parties.
21.9 ACTION REQUIRING CONSENT. Wherever agreement, approval, acceptance,
consent or similar action by either party is required by any provision of
this Agreement, such action shall be not unreasonably delayed or
withheld.
21.10 ACCOUNT SUPPORT - ORGANIZATION AND ADMINISTRATION. Routine account
activities will be managed and administered jointly by designated
participants of TSI and VITI.
21.11 ORDER OF PRECEDENCE. To the extent any of the terms and conditions set
forth in the Exhibits or Attachments hereto conflict with any of the
terms and conditions of this Agreement, the terms and conditions of the
Exhibits and Attachments shall control.
17
21.12 ENTIRE AGREEMENT; SURVIVAL. This Agreement and its Exhibits and
Attachments constitute the entire agreement between the parties with
respect to the subject matter hereof and there are no written or oral
representations, understandings or agreements which are not fully
expressed herein. This Agreement and executed Exhibits and Attachments
are intended to be the exclusive statement of the agreement between the
parties with respect to the subject matter hereof and any other terms or
conditions included in quotes, acknowledgments, bills of lading, or other
forms utilized or exchanged by the parties shall not be incorporated
herein or be binding unless expressly agreed to in writing by both
parties. No change, waiver, or discharge hereof shall be valid unless in
writing and signed by authorized representatives of both parties. The
respective obligations of the parties under this Agreement that by their
nature would continue beyond the termination, cancellation or expiration,
shall survive termination, cancellation, or expiration.
21.13 COVENANT OF GOOD FAITH. Each party, in its respective dealings with the
other party under or in connection with the Agreement, shall act in good
faith.
21.14 The parties have caused this Agreement to be signed by their duly
authorized representatives on the date first set forth above.
TSI TELECOMMUNICATION SERVICES, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
By - Signature
▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
Printed Name
Associate General Counsel/Assistant Secretary
Title
VERIZON INFORMATION TECHNOLOGIES INC.
/s/ Del Jenkons
By - Signature
Del ▇▇▇▇▇▇▇
Printed Name
Vice President, IT Services
Title
18
EXHIBIT A
STATEMENT OF WORK
TO MAINFRAME COMPUTING SERVICES AGREEMENT
BETWEEN
VERIZON INFORMATION TECHNOLOGIES, INC.
AND
TSI TELECOMMUNICATION SERVICES, INC.
DATED FEBRUARY 14, 2002
This Statement of Work ("SOW") outlines the tasks required for VERIZON
INFORMATION TECHNOLOGIES INC. ("VITI") to support TSI TELECOMMUNICATION
SERVICES, INC. ("TSI") mainframe processing at VITI's data center facility. VITI
shall perform its Services in accordance with the Mainframe Computing Services
Agreement between VITI and TSI, dated February 14, 2002 ("Agreement") and upon
execution by both parties hereto, this SOW shall become a part of the Agreement.
1.0 ACRONYMS/DEFINITIONS - The terminology as used in this SOW shall have the
following meanings. Any other defined terms used in this SOW shall have
the meaning set forth in the Agreement.
SERVICES refers to mainframe data processing and on-going computer
operations, including:
- Console Operations
- Tape Management
- Production Control and Scheduling
- Systems Software Support
- Technical Support
- Migration Services
- Change Management
- Network Support Services
- Data and Physical Security
- Help Desk
24x7 means 24 hours per day, 7 days per week, 365 days per year
19
SERVICE REQUEST refers to a formal documented notification of additional
or modified services under this SOW.
DISASTER refers to natural or man-made circumstances that has or is
likely to cause an interruption in the availability of services for more
than three (3) days.
HARDWARE refers to the computer equipment and peripheral equipment
installed at VITI and utilized by VITI to provide the Services described
in this SOW. The term Hardware does not include terminals, networks,
controllers, or telecommunications equipment at TSI's site required to
enable TSI to utilize the Services, all of which are TSI's
responsibility.
NSC refers to the Verizon National Support Center that provides help desk
support.
OPERATIONAL SUPPORT refers to the activities performed by the operations
staff responsible for day-to-day operations.
PRODUCTION ENVIRONMENT refers to the system(s) residing in the VITI
facility that is used for execution of business applications and storing
of business data.
SOFTWARE refers to the operating system, databases, and third party
products.
SOFTWARE CURRENCY refers to maintaining software versions within one (1)
release of the most current available version.
SYSTEM refers to the individual system that consists of the Hardware and
Software.
TECHNICAL SUPPORT refers to the support of the Hardware, Software,
network and applications of the contracted equipment.
2.0 DESCRIPTION OF SERVICES
2.1 SERVICES
VITI shall provide the Services as defined in this SOW for all of
TSI's mainframe data processing, system software support,
second-level network support and help desk support requirements.
2.1.1 PROCESSOR
VITI shall process TSI's information on an OS/390 processor(s) at
its data center. VITI shall ensure that the processor(s) is
available to meet critical processing times both for production
and development/test work.
2.1.2 DASD
The disk storage environment will consist of EMC 5830 technology
or equivalent. The configuration will provide the capability of
expanding to meet future requirements.
20
2.1.3 CONSOLE OPERATIONS
VITI shall provide 24x7 master console operations to support all
production processing within TSI's application portfolio. VITI's
system performance technicians will monitor the CPU and all
associated tasks and applications. If a system hardware or
software problem occurs which interrupts critical jobs,
corrective action shall be initiated to get the job flow back on
schedule.
2.1.4 TAPE MANAGEMENT
TSI's entire tape library will be managed, 24x7, by VITI's tape
operations organization. The tape management organization has
established procedures for these services to include:
- Tape mounts
- Scratch tape processing
- Tape labeling
- Tape shipment (VITI will pass through to TSI the costs
associated with shipping tapes to TSI's vendors and
customers)
- Provision of Tape Media
- Management and Maintenance of Tape Services
- Required Tape Archiving
2.1.5 PRODUCTION CONTROL AND SCHEDULING
VITI shall be responsible for all production control and
scheduling functions, including application abend (abnormal end)
management. VITI shall ensure that the system is properly
maintained so that online transactions and batch jobs can process
24x7, except for scheduled maintenance windows. VITI's scheduling
and production control services include:
- Developing and maintaining schedules for production workload
requirements
- Monitoring production job processing
- Provisioning first-level problem determination when an
application system fails or escalating to the appropriate
second-level support contact
- Coordinating and managing application restarts using JCL
changes or program restarts
- Scheduling and managing application and system backups
2.2 SYSTEM SOFTWARE SUPPORT
VITI shall provide system software support as follows:
- Maintenance of system software currency
21
- Analysis and resolution of systems problems
- Vendor interface for systems software
- On-call technical support 24x7
- Technical consulting for mainframe related questions
TSI shall provide software support for all its application software
products as follows:
- Application support
- Analysis and resolution of application software problems
- Vendor interface, if any
- On-call technical support 24 hours a day, 7 days a week
- Analysis and resolution of problems
- Maintenance/Service Contracts for TSI owned software products
2.3 TECHNICAL SUPPORT
VITI's technical support staff shall provide system support of functions
in support TSI's production processing. These functions include:
- Maintaining system software inventory
- Preparing, installing, and certifying operating system
software releases
- Providing vendor interface
- Performing problem analysis and resolution
- Ordering and budgeting software
- Providing capacity planning and performance tuning
- Monitoring/optimizing/recovering DASD, Tape, and CPU
- Assisting and participating in disaster recovery planning
- Responding to help desk-reported problems, 24x7
3.0 FACILITIES
Services shall be provided by VITI from its Temple Terrace, FL data
center. VITI's data center provides a secure operating environment with
enhanced physical protection of hardware resources. Specific physical
features include state-of-the-art systems for security, fire protection,
and power management as well as consistent temperature and humidity
control.
22
4.0 CHANGE MANAGEMENT
VITI shall be responsible for controlling all changes to the system,
including Hardware and Software. Change management personnel will ensure
that the risks associated with changes to the processing environment are
minimized. They shall identify and adhere to strict change management and
control procedures. The change management process involves the following
steps:
- Completing documentation (reason for change, duration of
change, etc.)
- Gaining approval of both parties
- Creating a back-out plan if the change cannot be implemented
The goal of the change management personnel is to communicate,
coordinate, schedule, monitor, and implement changes in a consistently
smooth manner.
5.0 NETWORK SUPPORT SERVICES
VITI shall be responsible for 24x7 support for the Catalyst 5500 switches
and the existing two firewalls.
6.0 SECURITY
6.1 DATA SECURITY ADMINISTRATON
VITI shall provide system support for the security product.
TSI shall retain the authority to approve/remove access to all data and
systems. VITI shall be responsible for implementing all access requests.
6.2 PHYSICAL SECURITY
VITI shall employ a multi-level approach to security that includes:
- 24-hour monitoring through the use of guard services,
electronic locks with card reader access, closed circuit
television and keys.
- Color-coded identification cards issued to all authorized
personnel to identify employees, contractors, vendors,
customer, and guests within the facility and to control
access to restricted areas.
- Reporting procedures for reporting the loss, theft, vandalism
or misuse of company assets or assets in the custody of VITI.
7.0 NATIONAL SUPPORT CENTER HELP DESK SERVICES/PROBLEM MANAGEMENT
NSC shall use established industry standard procedures for the management
and resolution of all problems in TSI's data processing environment. The
NSC employs proven problem management procedures and tools to continually
improve data processing efficiencies and services. Our help desk will
provide TSI:
23
- 24x7 availability
- Standardized problem reporting, logging, and tracking
procedure
- End-to-End problem ownership
- Problem resolution or immediate dispatch of critical problems
- Automated paging and escalation system
When contacted by TSI's help desk or support group, our help desk
consultant will open a problem record (with a comprehensive description
of the problem) while the contact from TSI is on the telephone. In the
event the NSC consultant cannot resolve the problem, the consultant will
dispatch the record to the appropriate support group. After problem
investigation and resolution, the problem record is updated as required
and closed. VITI will not consider a problem record closed until TSI
verifies resolution.
8.0 MODIFICATION PROCEDURES (CHANGE CONTROL PROCESSES)
8.1 Changes to this SOW ("Modifications") may be requested at any
time by either TSI or VITI. All such requested changes will be in
writing through a Service Request form ("Service Request").
Designated representatives of TSI and VITI shall determine
whether the Modification will materially affect the price,
schedule or terms of the agreement and will jointly review the
Service Request. VITI's Account Manager is responsible for
coordination of the change control process on behalf of VITI.
Based upon the joint review of the Service Request, the following
procedures will apply:
- If, as a result of the joint review, it is determined
that the Modifications do not materially affect the
price, schedule or terms of the Agreement, then the
designated representative for the party receiving the
Service Request will initiate a written acceptance or
rejection of the request within three (3) days for
emergency requests and ten (10) days for routine
requests.
- If, as a result of the joint review, it is determined
that the Modifications do materially affect the price,
schedule or terms of the Agreement, then VITI shall
submit to TSI an amending Work Order which shall include
a description of the Modifications and the time and
charges required to provide the requested Modifications.
Neither party shall be under any obligation to proceed
with any requested modifications prior to receipt of a
fully executed amending Work Order.
Upon receipt of an amending Work Order, TSI shall have a period
of fifteen (15) days in which to (i) provide VITI with written
authorization to implement the requested change, or (ii) provide
VITI with written notice to disregard such Service Request. If
TSI provides VITI with a notice to disregard the Service Request
after VITI has prepared an amending Work Order, then VITI
reserves the right to charge TSI for its services associated with
the effort, including any preliminary specifications or study
requirements.
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8.2 The issuance of information, advice, approvals or instructions by
either VITI's or TSI's technical personnel or other
representatives shall be deemed expressions of personal opinion
only and shall not affect VITI's and TSI's rights and obligations
hereunder unless the same is in writing, signed by authorized
representatives of both parties, and expressly states that it
constitutes a change.
9.0. VITI/TSI LIAISON
ACCOUNT MANAGER
Name: ▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Address: ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
CUSTOMER ADVOCATE
Name: ▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Address: ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Following are the accountabilities and responsibilities of the ACCOUNT
MANAGER:
- Overall relationship management between TSI and VITI
- Understand the general business strategy and direction of TSI
to ensure VITI continually provides required performance and
service levels for TSI
- Communicate with the Customer Advocate to assure compliance
with all contractual obligations
- Conduct quarterly account review meetings at a mutually
agreed to location
Following are the accountabilities and responsibilities of the CUSTOMER
ADVOCATE:
- Direct responsibility to interface with VITI's internal
organizations, including all of VITI's operations services
national organizations, and ensure that all service levels
are being met
- Coordinate weekly status meetings
- Serve as first level of escalation for all related issues or
concerns
- Serve as primary contact for other VITI groups in support of
TSI
- Review with VITI management progress on the attainment of
service level objectives:
- Create Report Card for TSI monthly
- Document Outage Information
- Document SLA percentages monthly
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10.0 DISASTER RECOVERY
VITI will continue to perform disaster recovery for TSI's production
environment under VITI's current disaster recovery plan.
11.0 SERVICE LEVELS
VITI will perform its Services under this SOW in accordance with the
service levels currently in place with TSI as set forth in Attachment 1
hereto.
IN WITNESS WHEREOF, TSI and VITI have each caused this Statement of Work to be
signed and delivered by their duly authorized representatives, all as of the
date set forth on page 1 hereof.
TSI TELECOMMUNICATION SERVICES VERIZON INFORMATION TECHNOLOGIES
INC. INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. /s/ Del ▇▇▇▇▇▇▇
By By
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Del ▇▇▇▇▇▇▇
Name Name
Associate General Counsel/ Vice President, IT Services
Assistant Secretary
Title Title
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EXHIBIT B
PRICING
---------------------------------------------------------
SERVICE CHARGE
---------------------------------------------------------
CPU - Prime $25.369 per SCPH
CPU - Non-Prime $10.7201 per SCPH
CPU - No Priority $ 6.2872 per SCPH
Disk EXCP $ 0.0213 per 1000 EXCP
Disk Storage $ 0.0043 per 1000 KB per day
Bytes Transfer $ 0.0088 per 1000 KB
Page Prints $ 0.0294 per Page
Tape Mounts $ 0.6746 per Mount
Tape Storage $ 0.50000 per Tape
---------------------------------------------------------
28