Affiliate Agreement, No. 204
General Services Agreement
No. 99091404
Page 1 of 9
SERVICE: DSL CPE ORDERING, PROVISIONING AND MAINTENANCE
SECTION 1. SCOPE OF SERVICES
DSL CPE Ordering, Provisioning and Maintenance:
This Schedule sets forth the terms and conditions under which SELLER shall provide to BUYER certain DSL CPE ordering, provisioning and maintenance services under the terms of this Affiliate Agreement:
1.0 Buyer’s Obligations
1.1 BUYER shall abide by the operational procedures outlined throughout this Agreement.
1.2 BUYER agrees to provide SELLER access to the appropriate Network Management System(s) (NMS) for purposes of the provisioning and maintenance of DSL CPE as required under this Agreement. The Parties will mutually agree and implement such access as needed by SELLER to perform any such provisioning and maintenance. The transport to the NMS for SELLER access shall be provided by BUYER or shall be at BUYER’s sole expense.
2.0 SELLER’s Obligations
2.1 The Parties understand and agree that SELLER is only obligated to provide Affiliate Services to BUYER under the terms of this Agreement in conjunction with elements and/or services purchased by BUYER from SELLER to provision Advanced Services under the terms of a separate Interconnection Agreement entered into between SELLER and BUYER pursuant to Sections 251 and 252 of the Act.
2.2 SELLER agrees to maintain and repair any mutually agreed to CPE physically installed and provisioned by SELLER.
2.3 SELLER will repair and/or replace non-SELLER installed CPE as set forth herein. SELLER will replace CPE installed by the customer or another vendor at the rate element set forth in Pricing Addendum. In the event the trouble is determined to be in the end-user’s non-SELLER installed CPE, a maintenance of service charge (MSC) as set forth in Pricing Addendum, will be billed to BUYER.
2.4 SELLER shall not be obligated by this Agreement to provide technicians, either individual or crews, exclusively dedicated to performance under this Agreement.
2.5 No Services provided under this Schedule shall be subject to performance measures and/or penalties.
3.0 Ordering, Provisioning and Installation
3.1 Physical Provisioning: The rates, terms and conditions for the physical installation of UNEs and collocation cross-connects are set forth in the Interconnection Agreement between the Parties or applicable commission-ordered tariffs.
3.2 CPE Installation
3.2.1 In order to ensure that BUYER’s requested CPE installation and elements and/or services ordered from SELLER are installed on the same visit to an end-user premise, BUYER shall include a complete and accurate request for CPE installation to SELLER. This request shall be on the same service order that BUYER submits to SELLER to order its elements and/or services from SELLER.
3.2.2 The installation date will not be determined until receipt of a complete and accurate order. Any change in the submitted order may result in a change to the installation date.
3.2.3 Prior to receipt of customer orders, all CPE requested for installation by BUYER shall be approved by SELLER and assigned a unique USOC, which BUYER shall provide to SELLER on the LSR at the time of ordering.
3.2.4 Any CPE that BUYER requests to be installed under this Agreement must be for equipment that is on SELLER’s standard equipment list.
3.2.5 Additional equipment may be submitted and, at SELLER’s sole option, may be approved for inclusion on the standard list. For any equipment not presently on the list, BUYER must provided training as set forth below.
3.2.6 It shall be BUYER’s responsibility to ensure CPE is ordered and arrives at the end-user premise or other agreed to location two (2) days prior to the scheduled installation date by SELLER. In the event that the CPE does not arrive at the end-user premise or other agreed-to location two (2) days prior to the scheduled installation date, BUYER shall notify SELLER and reschedule installation. Notification shall be no later than 3:00 p.m., one day prior to the scheduled installation date.
3.2.7 In the event that SELLER does not receive the requisite notice from BUYER, BUYER shall pay SELLER non-recurring fees for the installation of the elements and/or services at the end-user premise and shall reschedule an additional visit to the end-user premise for the installation of the CPE. BUYER shall pay SELLER the non-recurring charge set forth in Pricing Addendum for SELLER’s additional trip to the end-user premise. In addition, there will be a non-recurring charge for the Due Date change set forth in Pricing Addendum.
3.2.8 If CPE is defective when SELLER arrives at the end-user premise for scheduled installation, SELLER will notify BUYER’s end-user and BUYER. BUYER will reschedule installation once correct or working equipment can be delivered and shall pay SELLER the non-recurring charge set forth in the Pricing Addendum for SELLER’s additional trip to the end-user premise.
3.2.9 If it is determined that the CPE was improperly installed and results in a service malfunction and subsequent trouble report, SELLER will dispatch and repair/replace the equipment with a BUYER provided maintenance spare. SELLER will not charge BUYER for the subsequent dispatch.
3.2.10 Regarding safety and notwithstanding any other provision hereof, the characteristics and methods of operation of any equipment installed by SELLER under this Agreement shall not interfere with or impair service over any facilities of SELLER; create hazards for or cause damage to those facilities; impair privacy of any communications; create hazards or cause physical harm to SELLER technicians or the general public.
4.0 Training:
4.1 SELLER is responsible for determining when training is necessary and how many SELLER employees require training to provide coverage for the installation, maintenance and repair of BUYER’s designated equipment not currently installed by SELLER installation technicians.
4.2 BUYER may have SELLER arrange for the required training of SELLER personnel. The nonrecurring charges applicable for training are listed in the Pricing Addendum.
4.3 If BUYER does not have the SELLER coordinate the required training, BUYER may assume the responsibility for providing the training. It is then the responsibility of BUYER to:
(i)arrange and pay to the supplier all costs for training
sessions, including required course material; and
(ii)arrange and pay to each individual supplier all costs
associated with meals, lodging and other travel expenses required for SELLER employee training.
4.4 SELLER will work cooperatively with BUYER to schedule SELLER personnel training time required for the installation, maintenance and repair of BUYER’s designated equipment. BUYER will be assessed two (2) hours of the technician additional labor charge on a per training event basis as specified in the Pricing Addendum for SELLER personnel time required to coordinate training activities with BUYER.
4.5 BUYER will be responsible for reimbursement of SELLER personnel wages for time spent as a result of the necessary training and will be assessed the technician additional labor charge specified in the Pricing Addendum.
4.6 All other applicable training charges specified in the Pricing Addendum will be assessed to BUYER.
4.7 Provisioning Interval - Subject to Section 3.2.6 above (the provision associated with the timely delivery of equipment by BUYER), the CPE installation and provisioning interval will be the same provisioning interval as the UNE ordered by BUYER under the rates, terms and conditions set forth in the Interconnection Agreement between the Parties.
5.0 Expedite Service
5.1 An Expedite Service applies when BUYER requests that a service be provided on an earlier date than the currently offered due date. The Expedite Service charge will be applied to the services provided under this Agreement. The charges associated with Expedite Service are set forth in the Pricing Addendum. SELLER may limit the number of service orders that can be expedited based on workload and resource availability. Expedite Service will be approved by SELLER on a first come, first served basis.
5.2 Expedite Service may be combined with Out of Hours Service, however, the Out of Hours Service charge(s) and any other applicable charges will also apply.
5.3 In the event SELLER fails to meet the Expedite Service commitment for Company reasons, the customer will not be charged the Expedite Service charge. However, in the event an Expedite Service commitment is missed due to BUYER or end-user reasons, the Expedite Service charge will be applied. For example, if the customer requests any change to an order with Expedite Service, including, but not limited to, SELLER’s inability to gain access to the customer’s end-user’s premises, or the customer/end-user is not ready to proceed with the order, the Expedite Service charge will apply and SELLER is no longer obligated to ensure the Expedite Service on that service order.
5.4 SELLER reserves the right to suspend the availability of the Expedite Service during unanticipated heavy workload/activity periods. Heavy workload includes any unanticipated volume of work that impacts SELLER’s ability to provide its baseline service. Where time permits, SELLER will make every effort to notify the customer when such unanticipated activities occur.
6.0 Out of Hours Service
6.1 An Out of Hours Service applies when a customer requests that an installation or repair request be provided during a commitment window that is outside of the normally scheduled business day of SELLER. The Out of Hours service supports commitment windows that are outside the normal schedule of 8:00 a.m. to 5:00 p.m., Monday through Friday. Out of Hours Service requests also apply to the company observed Holidays as set forth in the Pricing Addendum. The Out of Hours Service charge will be applied to the installation and/or repair of certain CPE. The charges associated with the Out of Hours service are set forth in the Pricing Addendum. Additional labor charges also apply as specified in the Pricing Addendum. SELLER may limit the number of service orders that can be performed out of hours based on workload and resource availability. An Out of Hours Service will be approved by SELLER on a first come, first served basis.
6.2 Out of Hours Service may be combined with other SELLER offered installation and repair services such as Expedite Service; however, charges associated with the Expedite Service and any other applicable charges will also apply.
6.3 In the event SELLER fails to meet the Out of Hours Service commitment for Company reasons the customer will not be charged the Out of Hours Service charge. However, in the event an Out of Hours Service commitment is missed due to BUYER or end-user reasons, the Out of Hours Service Charge will be applied. For example, if BUYER requests any change to an order with Out of Hours Service including, but not limited to, SELLER’s inability to gain access to the customer’s end-user’s premises, or the customer/end-user is not ready to proceed with the order, the Out of Hours charge will apply and SELLER is no longer obligated to ensure the Out of Hours on that service order.
6.4 SELLER reserves the right to suspend the availability of the Out of Hours Service during unanticipated heavy workload/activity periods. Heavy workload includes any unanticipated volume of work that impacts SELLER’s ability to provide its baseline service. Where time permits, SELLER will make every effort to notify BUYER when such unanticipated activities occur.
7.0 Canceled Orders
In the event that BUYER cancels or changes an order prior to the due date, BUYER shall pay SELLER for all time and material up to and including the date of such cancellation.
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
The Term set forth in Article 12 of this Agreement shall not apply to the Services provided under this Schedule. Rather, this Schedule will become effective ten (10) business days following Merger Close of SBC’s Merger with Ameritech (FCC Docket 98-141) or upon thirty (30) days advance written notice by BUYER to SELLER, whichever is later (“the Effective Date”), and shall expire no later than 180 days following Merger Close or March 15, 2000, whichever is later.
Either Party may terminate this Schedule to the Agreement at any time by providing the other Party with thirty (30) days’ prior written notice.
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 OR OTHERWISE, 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.
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.
BUYER:SELLER:
SBC Advanced Solutions, Inc.Pacific Bell
BY: BY:______
TITLE: TITLE: ______
DATE: DATE: ______
DSL CPE Ordering, Provisioning and Maintenance
Pricing Addendum
1999
- The fees to be paid by SBC Advanced Solutions, Inc. (Buyer) for Services provided by Pacific Bell (Seller) pursuant to this Schedule 204 will be as follows:
Bill Reference No.ServicePrice[1]
157-204-001Installation of CPE$125/hour
157-204-002Maintenance of Service$65/hour
157-204-003Non-Recurring Charge (additional trip)$250/trip
157-204-004Non-Recurring Charge (due date change)$250/change
157-204-005Training $125/hour
157-204-006Expedite Service $250/hour
157-204-007Out of Hours Service$250/hour
ANY ADDITIONAL DIRECT EXPENSES WILL BE PASSED THROUGH TO BUYER AS INCURRED.
- Coordinators for the Services to be provided pursuant hereto will be as follows:
Buyer:Brad Lee
SBC Advanced Solutions, Inc.
1010 N. St. Mary’s, Room 1407
San Antonio, Texas 78215
Seller:To be determined
BUYER:______SELLER: ______
TITLE:______TITLE: ______
DATE: ______DATE: ______
[1] Prices are estimates final price to be determined consistent with the affiliate transaction requirements contained in CC Docket 96-150.