Schedule T04S02-CTT04S02-CTIL-3SAK0
Single Point of Contact for National Account and Major Account Customers Support
From The Southern New England Telephone Illinois Bell Telephone CompanyThe Southern New England Telephone CompanyCompany to SBC Advanced Solutions, Inc.the 5 AADS Companies
Schedule T04S02-CTT04S02-CTIL-3SAK0
GSA Contract # 990040990013IL-600107
Page 5 of 5
SINGLE POINT OF CONTACT FOR NATIONAL ACCOUNT AND MAJOR ACCOUNT CUSTOMERS SUPPORT
SECTION 1. SCOPE OF SERVICES
This Agreement (“Agreement”) sets forth the terms and conditions under which SELLER, The Southern New England Telephone CompanyIllinois Bell Telephone CompanyThe Southern New England Telephone Company shall provide to BUYER, SBC Advanced Solutions, Inc.Ameritech Advanced Data Services of Illinois, Inc., Ameritech Advanced Data Services of Indiana, Inc., Ameritech Advanced Data Services of Michigan, Inc., Ameritech Advanced Data Services of Ohio, Inc., and Ameritech Advanced Data Services of Wisconsin, Inc., a Single Point of Contact (“SPOC”) service whereby SELLER’s (1) the National Account Center (NAC) and Major Account Center (“MAC”) will be a point of contact with the NAC/ MAC Ccustomer, as defined herein, for the purpose of providing said customer with status on its orders for BUYER’s services (including DSL, Frame Relay, ATM and other services, as SELLER and BUYER mutually agree), and will perform certain other functions to facilitate the provisioning of said order as provided herein; and (2) the NAC/MAC will be a point of contact for NAC/MAC Ccustomers to report trouble that may concern BUYER-provided services, the NAC/MAC will perform associated trouble isolation in accordance with Paragraph 4.j of the SBC/Ameritech Merger Conditions, the NAC/MAC will serve as a point of contact to provide the NAC/MAC Ccustomer with trouble report status in accordance with Paragraph 4.j of the SBC/Ameritech Merger Conditions, and the NAC/MAC will perform certain other functions to facilitate the correction of such troubles as provided herein. Services furnished under this Schedule will be limited to only those NAC/MAC Customers that are customers of both BUYER and SELLER and which SELLER, in its sole discretion, has determined are eligible to be a NAC/MAC customer and has have been assigned to SELLER’s a NAC or MAC. The SELLER reserves the right to add and delete NAC/MAC national account and major account Ccustomers assigned to NAC/MAC centers solely at the discretion of the SELLER. The SPOC service is subject to the availability of resources in the existing NAC/MACs.
This service does not involve testing, provisioning, maintenance, or monitoring of the BUYER’S network or network equipment, nor the provisioning of network planning, engineering, design, or assignment functions by SELLER to BUYER.
1.0 SELLER’s Obligations
1.1 The SELLER will provide a toll free telephone number single point of contact on all NAC/MAC Customer queries regarding service activation and status for BUYER provided services. The SELLER will be responsible for escalation to BUYER when necessary for incomplete service activation, at the discretion of the SELLER at the request of and the NAC/MAC national account/major account Ccustomer. SELLER, at its discretion, may also escalate to BUYER for incomplete service activation.
1.2 SELLER recognizes that certain regulatory restrictions may apply regarding employee access to BUYER’s systems and the systems of an affiliate of BUYER providing information services (as defined for purposes of the Computer Inquiry competitive completive safeguards). SELLER will ensure that it complies with the applicable restrictions on access to systems.
1.3 The SELLER will serve as single point of contact for trouble reports initiated by the NAC/MAC national account/major account Ccustomer on BUYER services. The SELLER will provide BUYER with the NAC/MAC national account/major account Ccustomer trouble report by means of an existing toll free number provided by BUYER. BUYER will provide the SELLER with BUYER’s trouble report ticket number and associated information. As mechanization or system interfaces are developed to replace the manual process the SELLER will expect the BUYER to migrate to a mechanized process. The SELLER will also provide periodic status reports to the NAC/MAC national account/major account Ccustomer regarding progress on trouble reports. SELLER will only coordinate with BUYER for escalation and status per Section 2.4.
1.4 Except as provided in Section 2.5.1 below, The SELLER will verify repair and closure of trouble occurrence provide the interface with the NAC/MAC national account/major account Ccustomer for repair verification at the closure of a trouble occurrence. Acceptance of repair verification is at the discretion of the NAC/MAC Cnational account/major account customer and SELLER. SELLER will refer all unaccepted NAC/MAC Customer repair verifications to BUYER for resolution.
2.0 BUYER’s Obligations
2.1 BBUYER will be responsible for processing all provisioning orders through the BUYER’s systems. The BUYER will provide SELLER use of an existing toll free telephone number for single point of contact on provisioning queries regarding order status and processing of NAC/MAC national account/major account Ccustomer’s order.
2.2 BUYER agrees to provide SELLER status information on NAC/MAC national account/major account Ccustomer provisioning orders when requested by SELLER BUYER on behalf of NAC/MACnational account/major account Ccustomers.
2.3 BBUYER will be responsible for the timely clearing of all trouble reports originated by the NAC/MAC national account/major account Ccustomer through the SELLER. BUYER will be responsible for overall coordination of trouble resolution through any access providers on the overall service. The BUYER will provide SELLER use of an existing toll free telephone number for single point of contact for all maintenance queries regarding trouble report status and escalations.
2.4 BUYER will provide appropriate status based on NAC/MAC Ccustomer requirements to the SELLER and will be responsible for documenting progress in the trouble reporting and tracking systems. BUYER will escalate problems reported by the SELLER to the appropriate levels within BUYER’s organization or other access providers.
2.5 BUYER will be responsible for contacting SELLER when trouble conditions are resolved, or when BUYER is unable to confirm restoration of service with the NAC/MQAC national account/major account Ccustomer, so that SELLER may conduct repair verification with the NAC/MAC national account/major account Ccustomer. The SELLER will serve as the contact with the NAC/MAC national account/major account Ccustomer for repair verification. Acceptance will be solely at the discretion of the NAC/MAC national account/major account cCustomer and the SELLER.
2.5.1 When BUYER is able to confirm restoration of service with the premise contact provided by SELLER after trouble conditions are resolved, and when the premise contact authorizes the close of any open trouble report, BUYER may close the trouble report. At such time, BUYER will also contact SELLER and provide confirmation of restoration of service, the name of the premise contact that confirmed restoration and authorized report closure and a summary of the trouble conditions found and actions taken to resolve.
2.6 BUYER agrees to participate in a coordinated call with SELLER, at a mutually agreed upon time, for the interactive/cooperative testing of circuits when requested by the SELLER on behalfon behalf of the NAC/MAC national account/major account Ccustomer. If BUYER requests a coordinated call with SELLER, at a mutually agreed time, for interactive/cooperative testing of NAC/MAC national account/major account Ccustomer circuits, SELLER will participate. Such BUYER agrees to conduct interactive/cooperative testing may that could include the NAC/MAC national account/major account Ccustomer and/or their vendor.
2.7 BUYER agrees to be responsive and to participate in NAC/MAC national account/major account Ccustomer’s service improvement discussion at the request of the SELLER. BUYER agrees to provide provisioning and maintenance matrices of BUYER’s provided services in responseds to the NAC MAC national account/major account Ccustomer’s request as part of any service management reviews and/or service improvement discussions with the NAC/MAC Customer.
2.8 BUYER is solely responsible for ordering all interconnection facilities (e.g., unbundled local loops) and all telecommunications services (e.g., DS1 special access service) from the incumbent LEC required to provide BUYER’s services to the NAC/MAC Ccustomer. SELLER shall not order such facilities and services.
2.9 BUYER is solely responsible for initiating trouble reports regarding any interconnection, unbundled network element or resold service provided by SELLER when the isolation of a trouble by the BUYER is found to be contained in one of these elements. SELLER shall not initiate such trouble reports.
3.0 3.0 Training:
3.1 SELLER is responsible for determining when training is necessary and how many SELLER employees require training to provide appropriate training and familiarity with BUYER network so SELLER can properly administer single point of contact abilities.
3.2 BUYER will provide the necessary training in a manner and location designated by the BUYER that is satisfactory to achieve the level of training and familiarity with the BUYER network -or- will have SELLER arrange for the required training of SELLER personnel in a manner and location that is acceptable to the BUYER. BUYER will have the right to determine whether it will provide the training with its own personnel or through third parties. BUYER will be responsible for any SELLER’s employee related time or expenses spent in training for this service. The nonrecurring charges applicable for training are listed in the Pricing Addendum and must be authorized by the BUYER prior to the expenditure. Nothing herein prohibits SELLER from performing its own internal, on-going training for this service and BUYER must be responsible for those associated costs for time and expense. However if SELLER intends to charge BUYER for training, such training shall be mutually agreed upon in advance.The nonrecurring charges applicable for training are listed in the Pricing Addendum and must be authorized by the BUYER prior to the expenditure.
SECTION 2. PRICE
BUYER agrees to pay for the Services provided by SELLER in accordance with the fee schedule set forth in the Pricing Addendum attached hereto and by this reference made a part hereof.
SECTION 3. TERM
This schedule will commence upon signature by both BUYER and SELLER and will continue thereafter until canceled in writing by either party, as provided in the General Service Agreement.
The SELLER may change this agreement without prior notice to do so as required by federal or state regulations, laws, etc. The SELLER may change prices to comply with state or federal rules without prior notice and as noted in the Pricing Addendum. Either Party may terminate this Schedule to the Agreement at any time by providing the other Party with thirty (30) days’ prior written notice.
This Agreement shall become effective upon execution by both Parties (“Effective Date”) and will expire on December 31, 2004 (the “Initial Term”); provided, however, this Agreement may be terminated by either Party upon thirty (30) days advance written notice at any time (either during or following expiration of the initial Term). Following expiration of the Initial Term, this Agreement shall continue on in effect until either Party provides thirty (30) days advance written notice of its intent to terminate the Agreement and such Agreement shall automatically terminate on the date that is thirty (30) days following such notice of termination; thereafter, neither Party shall have any further obligations under this Agreement, except that BUYER shall be obligated to pay for any services provided to BUYER by SELLER hereunder prior to the effective termination of this Agreement.
SECTION 4. LIMITATION OF LIABILITY
SELLER WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE, INCLUDING NEGLIGENCE OF ANY KIND, WHETHER ACTIVE OR PASSIVE (AND INCLUDING ALLEGED BREACHES OF THIS AGREEMENT), AND REGARDLESS OF WHETHER THE PARTIES KNEW OR HAD BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT ATTRIBUTABLE TO OR RESULTING FROM ITS PERFORMANCE HEREUNDER. In no event will SELLER’S liability for damages caused by its failure to supply material or perform services in a proper or timely manner exceed the amount paid by BUYER to SELLER for such materials or services.
SECTION 5. INDEMNIFICATION
BUYER shall indemnify and hold harmless SELLER, along with its agents, contractors or others retained by SELLER ("Indemnitees"), from and against any and all liabilities, obligations, claims, causes of action, fines, penalties, losses, costs, expenses (including court costs and reasonable attorney's fees), damages, injuries, of any kind, (individually and collectively "Liabilities"), including but not limited to, Liabilities as a result of (a) injury to or death of any person; (b) damage to or loss or destruction of any property; or (c) attachments, liens or claims arising out of or resulting from or in connection with this Agreement or the performance of or failure to perform and directly or indirectly caused, in whole or part, by acts of omissions, negligent or otherwise, of BUYER, its agents, end users, contractors or others retained by BUYER, except to the extent SELLER’s gross negligence or willful misconduct is the sole proximate cause of the Liabilities.
SECTION 6. DISCLAIMER OF REPRESENTATIONS & WARRANTIES
SELLER makes no warranty, express or implied, with respect to the services it provides hereunder or is contemplated to provide under this agreement and hereby disclaims the implied warranties of merchantability and/or of fitness for a particular purpose.
SECTION 7. NOTICES
Coordinators for the services to be provided pursuant to this Agreement will be as follows:
Buyer: James Lee
SBC Advanced Solutions, Inc.
1010 N St Mary's, Rm 8-39
San Antonio, TX 78215
LIST TELEPHONE NUMBER AND FACSIMILE NUMBER
Seller: [Need to ID this person after we agree on contracting party for SELLER.] Gary RichardsDerrick Hamilton
Illinois Bell Telephone CompanyThe Southern New England Telephone Company
84 Deerfield Lane2000 W. SBC Center Drive, 4H41
Meriden, CT 06450Hoffman Estates, IL 60196
Either Party may unilaterally change its designated contact, address, telephone number and/or facsimile number for the receipt of notices by giving written notice to the other Party in compliance with this Section. Any notice to change the designated contact, address, telephone and/or facsimile number for the receipt of notices shall be deemed effective ten (10) calendar days following receipt by the other Party.
SECTION 8. RESERVATION OF RIGHTS
In entering into this Agreement and any Amendments to such Agreement and carrying out the provisions herein, neither Party waives, but instead expressly reserves, all of its rights, remedies and arguments with respect to any orders, decisions, legislation or proceedings and any remands thereof and any other federal or state regulatory, legislative or judicial action(s) (“Government Actions”). If any action by any state or federal regulatory or legislative body or court of competent jurisdiction invalidates, modifies, or stays the enforcement of laws or regulations that were the basis or rationale for any rate(s), term(s) and/or condition(s) (“Provisions”) of the Agreement and/or otherwise affects the rights or obligations of either Party that are addressed by this Agreement, specifically including but not limited to those arising with respect to the Government Actions, the affected Provision(s) shall be immediately invalidated, modified or stayed consistent with the action of the regulatory or legislative body or court of competent jurisdiction upon the written request of either Party (“Written Notice”). With respect to any Written Notices hereunder, the Parties shall have sixty (60) days from the Written Notice to attempt to negotiate and arrive at an agreement on the appropriate conforming modifications to the Agreement.