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EXHIBIT 10.48
AMENDMENT TO CONTRACT ADDENDUM A
TO CONTRACT NO. 2102
This Amendment made this 31st day of March, 1993, between the
Iowa Department of General Services ("IDGS") and McLeod Telecommunications,
Inc. ("MTI"), WITNESSETH:
WHEREAS, IDGS and KIEWIT NETWORK TECHNOLOGIES ("KNT") entered into a
certain contract dated October 9, 1992, with respect to the maintenance of the
Iowa Communications Network; and
WHEREAS, KNT, with the consent of IDGS, assigned all rights and duties
with respect to such maintenance contract as described in Contract Addendum A
to Contract No. 2102 to MTI, who thereupon became "Maintenance Provider"; and
WHEREAS, IDGS has requested, and MTI has agreed to provide maintenance
services for the MSL-100 Local/Tandem and Iowa Communications Network Alternate
Routing Equipment as set forth in this Amendment, which maintenance will be in
addition to the services to be provided under the maintenance contract;
NOW, THEREFORE, in consideration of the mutual covenants expressed
herein, the parties agree that Contract Addendum A to Contract No. 2102 is
amended as follows:
1. Delete Section 1 and substitute in lieu and in place thereof
the following:
1. The Work.
a. The Work defined in the attached Statement of
Work dated October 7, 1992.
b. The Work defined in the attached Statement of
Work and pricing dated March 19, 1993, attached as
Exhibit 1 to the "Amendment to Contract Addendum A to
Contract No. 2102."
2. Add the following unnumbered paragraph to Section 3:
The charges for the Work performed under Section 1(b) above
shall be $26,000 per year for alternate route maintenance and
$105,000 per year for MSL-100 Local/Tandem Maintenance, and
shall be billed to IDGS on a monthly basis on the first of
each month. The alternate route maintenance charges will be
prorated on a per mile basis and begin the month following
test and acceptance. The
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MSL-100 Local Tandem charge, will begin 45 days prior to the
state's acceptance of the MSL-100. The annual Maintenance
Service price shall be adjusted each year by the percentage
increase or decrease in the United States Consumer Price
Index (CPI) average values, for the prior year compared to
the current year. The base month to compute such adjustments
shall be April of the prior year as compared with the April
CPI for the current year. The resulting percentage adjustment
shall be reflected in the twelve (12) monthly invoices
beginning in June each year. The first adjustment shall be
calculated in April 1993.
McLeod Telecommunications State of Iowa
Group Department of General
Services
By:/s/ KIRK KAALBERG /s/ ANTHONY CRANDELL
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Kirk Kaalberg Anthony Crandell
Date: 3/31/93
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/s/ Kenneth Paulsen
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Date: 3/31/93
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EXHIBIT 1
STATEMENT OF WORK
ICN ALTERNATE ROUTING
AND LOCAL/TANDEM SWITCH MAINTENANCE
MARCH 19, 1993
A. Definitions
Maintenance- Includes work necessary to service ICN Local/tandem
switch according to the manufacturer's recommendations, perform periodic tests
to assess performance levels and degradation, conduct remedial maintenance,
monitor alarms and dispatch technicians as appropriate, and maintain accurate
records on network performance. This includes translations to add/remove lines
and trunks, responding to IDGS requests for circuit status/availability,
verifying daily that AMA/SMDR (Automatic Message Accounting/Station Message
Detail Recording) are functioning correctly and providing 7 x 24 technician
availability.
1. Statement of Work
1.1 Performance Requirements
1.1.1 A minimum of 80 hours on site per normal business
week to perform manufacture's recommended
maintenance and switch translations.
1.12 Perform remedial maintenance as required;
1.1.2.1 Major Alarm
Definition-Alarms or notifications creating service
outages at the DS1 level or higher, specific and
limited high priority circuit problems/failures as
identified IDGS, or situations that create an
imminent danger to transmission rates at or above DS1
level.
Reaction, (24 hrs/day, 7 days/week)
1. Notify the State's designated contact within 15
minutes of the alarm/trouble report
2. Define and communicate resolution plan to State
contact within 30 minutes of the alarm.
3. Maintain contact with the State at no more than 30
minute intervals, or as the State dictates, or until
major alarm/trouble is resolved.
4. Dispatch within 1 hour to provide on site response
within the maximum of 2 hours.
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1.1.2.2 Minor Alarm
Definition-All other irregular conditions not
falling into the major alarm category.
Reaction; (8:00 am - 5:00 pm, Monday - Friday)
1. The State's contact will be notified of all Minor
Alarms not cleared during normal business hours.
2. Dispatch in sufficient time to provide on site
response in a maximum of 2 normal business hours, as
required to clear alarm.
1.1.3 Utilize an 800 number provided by IDGS for single point of contact on
all ICN maintenance-related issues.
1.1.4 Maintain records on local/tandem switch, including maintenance dates,
testing/results, MTBF on like equipment, and trouble/resolution
information.
1.1.5 Establish and implement procedures for the repair and return of
defective parts.
1.1.6 Maintain adequate inventory level of spare parts.
1.2 Training
Provide technicians with manufacturer's recommended training on the
local/tandem switch.
1.3 Test/Repair Equipment
Provide the technicians with necessary test equipment.
2.0 Job Descriptions
McLeod Telecommunications Inc. will provide 7 x 24 switch technician
availability with a minimum of 80 hours/normal business week on-site
support. This will be accomplished by the addition of 2 switch
technicians to the McLeod Telecommunications Inc. organization. These
individuals will be based at the NSC. MAP 0 position is located in
the ICN equipment room while MAP I position is located in the Network
Control room. Additionally a library and record keeping area are
being established within the ICN equipment room. Their
responsibilities will be as follows:
Respond to troubles and outages
Mobilize Appropriate resources to handle problems
Perform manufacturer's preventative maintenance
Maintain records on preventative maintenance and tests performed
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Add/remove translations as necessary to effect line and trunk
additions and removals
3.0 Maintenance Pricing
The organization and tasks difined will require a significant capital
investment and mobilization to properly perform the work to ICN standards.
These start-up costs, and subsequent demobilization expenses, have been
amortized through the expected contract term. The rates shown herein reflect
that 10-year contract term.
3.1 Base Cost
Total Segment Maintenance Cost $1,928,787.00
Total Operational Maintenance Cost 630,626.00
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Total Cost including Addendum A $2,559,313.00
Add alternate route maintenance Addendum B $26,000.00
Add Local/Tandem maintenance Addendum B $105,000.00
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Adjusted Total Cost including Addendum A & B $2,690,313.00
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CONTRACT ADDENDUM A
TO CONTRACT NO. 2102
This document sets forth the manner in which the maintenance
provisions of Contract No. 2102, dated April 15, 1991, between the Iowa
Department of General Services (IDGS) and Kiewit Network Technologies
(Maintenance Provider) will be implemented.
1. THE WORK. The Work is defined in the attached Statement of
Work dated October 7, 1992.
2. TERM. The Warranty period on each segment will run for twelve
(12) months after the segment is accepted by IDGS. The Maintenance Service
Agreement will commence upon expiration of the Warranty Period for a particular
segment, and will conclude ten (10) years after the expiration of the Warranty
period on the last accepted segment of Parts 1 and 2. IDGS shall have the
option to renew the maintenance and service agreement for an additional
two-five (5) year terms upon the same terms as included herein. IDGS must
notify the maintenance provider at least one year in advance of the termination
of the then current agreement of its intent to renew the agreement.
3. PRICE. The price for the Maintenance Service is reflected in
the Billing Schedule provided in the attached Statement of Work, Section
7-Maintenance Pricing, dated October 7, 1992. The associated charges shall be
billed to IDGS on a monthly basis on the first of each month. The annual
Maintenance Service price shall be adjusted each year by the percentage
increase or decrease in the United States Consumer Price Index (CPI) average
values, for the prior year compared to the current year. The base month to
compute such adjustments shall be April of the prior year as compared with the
April CPI for the current year. The resulting percentage adjustment shall be
reflected in the twelve (12) monthly invoices beginning in June each year.
The first adjustment shall be calculated in April 1992.
4. TERMINATION FOR CAUSE. If there is a failure to maintain the
installed equipment at a level equal to the Acceptance Criteria requirements,
IDGS may issue a written notice of default, providing therein for a thirty-day
period in which Maintenance Provider shall have the opportunity to cure. Such
notice shall specify the manner in which IDGS believes Maintenance Provider is
to comply with such criteria and Maintenance Provider will have thirty (30)
days from and after receipt of said notice to correct such failure. If the
default is not corrected within such thirty-day period, IDGS may terminate the
Maintenance Service upon an additional thirty (30) days written notice to
Maintenance Provider. If any such defaults or failure to perform is
attributable to an excusable delay as defined in Contract No. 2102, Maintenance
Provider shall receive additional time on a day for day basis.
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5. NON-APPROPRIATION. Notwithstanding any other provisions of
this contract apparently to the contrary, this contract does not constitute, or
create a general obligation of the State of Iowa. If at any time funds are
unavailable from any available resource pursuant to the 1991 Iowa Code Sections
18.134, 18.136, and 18.137 to finance Maintenance Provider's performance of
this contract, and, in addition, funds necessary for the Maintenance Provider's
continued performance are not forthcoming through the failure of the State to
appropriate funds, this contract shall terminate on the last day of the fiscal
year in which such proceeds or appropriated funds were last available. For the
purpose of this contract, funds shall be deemed available to finance
Maintenance Provider's performance of this contract during any period in which
the State is operating the Statewide Communications Network ("ICN") procured
under Contract No. 2102. The State shall give written notice to Maintenance
Provider as soon as practicable documenting the unavailability of such
proceeds. However, the Maintenance Provider may, at its sole option, agree to
re-enter into a contract, under the same provisions, terms and conditions as
contained in this contract, in the event that funds sufficient to fund
Maintenance Provider's continued performance become available by the last day
of the regular session of the Iowa General Assembly which follows the
termination of this contract pursuant to the terms of this paragraph. During
the duration of this contract, IDGS shall have an obligation to seek in good
faith the necessary funds from all available sources to support the Maintenance
Provider's performance of this contract.
6. REMEDIES IN THE EVENT OF NON-APPROPRIATION. In the event of
termination of the contract pursuant to Paragraph 5, the exclusive, sole,and
complete remedy of Maintenance Provider and its assigns shall be to receive
payment but solely from, and to the extent of, the sources specified in
Paragraph 5 above for all work executed and any and all expenses and costs
sustained in such termination, but Maintenance Provider shall not be entitled
to lost profits for loss of contract for work not performed.
7. ASSIGNMENT/SUCCESSORS. In the event of an assignment of the
maintenance responsibilities is approved by the State, IDGS shall remit the
required payments directly to the assignee, and the State shall release Kiewit
Network Technologies (KNT) of all liability and responsibility associated with
this document, except that, in the event of the default or failure to perform
the agreement by the assignee, then KNT will, consistent with Contract No.
2102, negotiate with the State to obtain a maintenance agreement subject to
mutually acceptable terms. The responsibilities of the State included herein,
shall be binding upon the State's successors, or assigns in the event of the
sale, transfer or any other change in the State's interest in the system.
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KIEWIT NETWORK STATE OF IOWA
TECHNOLOGIES, INC. DEPARTMENT OF GENERAL SERVICES
By: [SIG] /s/ KATHLEEN WILLIAMS
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Kathleen Williams
Date: 10/09/92 /s/ KENNETH PAULSEN
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Kenneth Paulsen
Date: 10/09/92
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ATTACHMENT 1
CONSENT AND RELEASE
The Department of General Services for the State of Iowa, hereby consents
to the assignment from Kiewit Network Technologies, Inc. (Contractor) to McLeod
Telecommunications, Inc. (Assignee), of all rights and duties with respect to
the "Maintenance" to be performed by Kiewit Network Technologies, Inc. with
reference to the Iowa Communications Network, hereby releasing and discharging
Kiewit Network Technologies, Inc. of and from any and all obligations or
liability of any kind or character in regard thereto and looking solely and
only to McLeod Telecommunications, Inc. for the performance of the
"Maintenance" requirements. In the event of default by McLeod
Telecommunications, Inc. in the performance of the Maintenance Agreement, the
State of Iowa may, under the original Request for Proposals Response Terms and
Iowa Communications Network Contract, engage in negotiations with Kiewit
Network Technologies, Inc. for a new Maintenance Agreement.
Dated this 9th day of October, 1992.
DEPARTMENT OF GENERAL SERVICES
FOR THE STATE OF IOWA
By: /s/ KATHLEEN WILLIAMS
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