Schedule T04S02-MI-3SA
Single Point of Contact for National Account and Major Account Customers Support
From Michigan Bell Telephone Company to SBC Advanced Solutions, Inc.
Schedule T04S02-MI-3SA
GSA Contract # MI-600107
Page 1 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, Michigan Bell Telephone
Company shall provide to BUYER, SBC Advanced Solutions, Inc., a Single Point of Contact (“SPOC”) service whereby
SELLER’s (1) National Account Center (NAC) and Major Account Center (“MAC”) will be a point of contact with the
NAC/ MAC Customer, 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 Customers 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 Customer 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 have
been assigned to SELLER’s NAC or MAC. The SELLER reserves the right to add and delete NAC/MAC Customers
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 request of
the NAC/MAC Customer. 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 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 Customer
on BUYER services. The SELLER will provide BUYER with the NAC/MAC Customer trouble report by
means of a 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 Customer regarding progress on
trouble reports. SELLER will only coordinate with BUYER for escalation and status per Section 2.4.
33f76010-21ad-4f74-be66-c3d113fc3d8d.doc
Schedule T04S02-MI-3SA
Single Point of Contact for National Account and Major Account Customers Support
From Michigan Bell Telephone Company to SBC Advanced Solutions, Inc.
Schedule T04S02-MI-3SA
GSA Contract # MI-600107
Page 2 of 5
1.4 Except as provided in Section 2.5.1 below, SELLER will verify repair and closure of trouble occurrence
with the NAC/MAC Customer. Acceptance of repair verification is at the discretion of the NAC/MAC
Customer and SELLER. SELLER will refer all unaccepted NAC/MAC Customer repair verifications to
BUYER for resolution.
2.0 BUYER’s Obligations
2.1 BUYER will be responsible for processing all provisioning orders through the BUYER’s systems. The
BUYER will provide SELLER use of a toll free telephone number for single point of contact on
provisioning queries regarding order status and processing of NAC/MAC Customer’s order.
2.2 BUYER agrees to provide SELLER status information on NAC/MAC Customer provisioning orders when
requested by SELLER on behalf of NAC/MAC Customers.
2.3 BUYER will be responsible for the timely clearing of all trouble reports originated by the NAC/MAC
Customer 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 a 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 Customer 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 Customer, so that SELLER may conduct
repair verification with the NAC/MAC Customer. The SELLER will serve as the contact with the
NAC/MAC Customer for repair verification. Acceptance will be solely at the discretion of the NAC/MAC
Customer 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 behalf of the NAC/MAC
Customer. If BUYER requests a coordinated call with SELLER, at a mutually agreed time, for
interactive/cooperative testing of NAC/MAC Customer circuits, SELLER will participate. Such
interactive/cooperative testing may include the NAC/MAC Customer and/or their vendor.
2.7 BUYER agrees to be responsive and to participate in NAC/MAC Customer’s service improvement
discussion at the request of the SELLER. BUYER agrees to provide provisioning and maintenance
matrices of BUYER’s provided services in response to the NAC MAC Customer’s request as part of any
service management reviews and/or service improvement discussions with the NAC/MAC Customer.
33f76010-21ad-4f74-be66-c3d113fc3d8d.doc
Schedule T04S02-MI-3SA
Single Point of Contact for National Account and Major Account Customers Support
From Michigan Bell Telephone Company to SBC Advanced Solutions, Inc.
Schedule T04S02-MI-3SA
GSA Contract # MI-600107
Page 3 of 5
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 Customer. 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 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 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.
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 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.
33f76010-21ad-4f74-be66-c3d113fc3d8d.doc
Schedule T04S02-MI-3SA
Single Point of Contact for National Account and Major Account Customers Support
From Michigan Bell Telephone Company to SBC Advanced Solutions, Inc.
Schedule T04S02-MI-3SA
GSA Contract # MI-600107
Page 4 of 5
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
Seller: Derrick Hamilton
Michigan Bell Telephone Company
2000 W. SBC Center Drive, 4H41
Hoffman 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.
33f76010-21ad-4f74-be66-c3d113fc3d8d.doc
Schedule T04S02-MI-3SA
Single Point of Contact for National Account and Major Account Customers Support
From Michigan Bell Telephone Company to SBC Advanced Solutions, Inc.
Schedule T04S02-MI-3SA
GSA Contract # MI-600107
Page 5 of 5
SECTION 9. NONWAIVER
Except as otherwise specified in this Agreement, no waiver of any provision of this Agreement and no consent
to any default under this Agreement shall be effective unless the same is in writing and properly executed by or
on behalf of the Party against whom such waiver or consent is claimed. Waiver by either Party of any default by
the other Party shall not be deemed a waiver of any other default. Failure of either Party to insist on
performance of any term or condition of this Agreement or to exercise any right or privilege hereunder shall not
be construed as a continuing or future waiver of such term, condition, right or privilege. No course of dealing
or failure of any Party to strictly enforce any term, right, or condition of this Agreement in any instance shall be
construed as a general waiver or relinquishment of such term, right or condition.
IN WITNESS WHEREOF, the parties have caused this Schedule to be executed, in duplicate, by their duly authorized
representatives as of the dates set forth below.
SBC Advanced Solutions, Inc. Michigan Bell Telephone Company
Buyer: Seller
Print Name: Thomas Kuckelman Print Name: Derrick Hamilton
Title: VP – Finance (SBC Data Services, Inc.) Title: VP – Special Services
Date: 9/01/04 Date: 8/27/04
33f76010-21ad-4f74-be66-c3d113fc3d8d.doc