Exhibit 10.3
TELCORDIA
TECHNOLOGIES
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Performance from Experience
PROFESSIONAL SERVICES MASTER AGREEMENT
CONTRACT NO.. 20000822JS113827
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This Agreement, effective as of August 9, 2000, is between NAP of the Americas,
Inc., ("NAPA"), a Florida corporation and a wholly owned subsidiary of Terremark
Worldwide, Inc. ("Terremark"), having an office at 2601 S. Bayshore Drive, 9th
Floor, Coconut Grove, Florida 33133 and Telcordia Technologies, Inc.
("Telcordia"), a Delaware corporation, having an office at 445 South Street,
Morristown, New Jersey 07960-6438. Notwithstanding anything to the contrary in
this agreement, Terremark, along with its majority owned subsidiaries, shall
guarantee all of the terms and conditions of this agreement on behalf of NAP of
the Americas, Inc. Notwithstanding the foregoing, the Parties agree that the
terms and conditions of the financing structure ("Financing Agreement"),
currently under negotiation between the Parties, shall replace and supercede the
Billing terms and conditions under Section 2.2 of this Master Agreement as
governing and controlling each Work Statement retroactively from the effective
date of the Master Agreement. The Parties further acknowledge and agree that the
Financing Agreement will address any necessary adjustment in terms, including
price, required for such application, and shall be mutually agreed to by the
Parties.
I. DESCRIPTION OF PROFESSIONAL SERVICES
Telcordia shall provide to NAPA the Professional Services ("Services") related
to the NAP of the Americas Miami, which will be described in individual Work
Statements under this Agreement in the form of Exhibit A. A detailed description
of the work, schedules, deliverables, fees and payment schedule will be included
in each Work Statement. NAPA must authorize the Services by executing the Work
Statement and returning it to Telcordia's Administrative Contact.
II. NAPA AND TELCORDIA ADMINISTRATIVE CONTACTS
Brian K. Goodkind Beth Morgan
Executive Vice President & Director
Chief Operating Officer
Terremark Worldwide, Inc.
2601 S. Bayshore Drive Telcordia Technologies, Inc.
9th Floor 1200 Brickell Avenue
Coconut Grove, FL 33133 Suite 1200
Tel. No. 305-856-3200 Miami, FL 33149
Tel. No. 305-372-7970
TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having
a need to know within Telcordia and NAPA, except with
written permission of Telcordia.
Fax No. 305-856-0252 Fax No. 305-349-2030
In consideration of the mutual obligations assumed under this Agreement,
Telcordia and NAPA agree to the Terms and Conditions attached to this Agreement
and represent that this Agreement is executed by duly authorized representatives
as of the dates below.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN
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Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN
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Title: VICE PRESIDENT Title: SENIOR CONTRACT MANAGER
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Date: 9-1-00 Date: 9-1-00
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TERMS AND CONDITIONS
1. DEFINITIONS
1.1 "BUSINESS DAY" means an eight hour day during normal business hours.
1.2 "CONFIDENTIAL INFORMATION" means information of a party to this Agreement
which is provided or disclosed to the other and is marked as confidential or
proprietary. If the information is initially disclosed orally then (1) it must
be designated as confidential or proprietary at the time of the initial
disclosure and (2) within twenty (20) days after disclosure, the information
must be reduced to writing and marked as confidential or proprietary. No
information of the disclosing party will be considered Confidential Information
to the extent the information:
a)is in the public domain through no fault of the recipient either
before or after disclosure; or
b)is in the possession of the recipient prior to the disclosure, or
thereafter is independently developed by recipient's employees or
consultants who have had no prior access to the information; or
c)is rightfully received from a third party without breach of any
obligation of confidence.
1.3 "DELIVERABLE" means any written summary of results or any other written
data, information or materials provided to NAPA including data, comments and
conclusions pertaining to the Professional Services performed under this
Agreement.
1.4 "YEAR 2000 COMPUTER PROBLEM" means the inability of any hardware, software,
firmware, middleware, or microchip to record, store, process, recognize,
calculate, and display calendar dates falling on or after January 1, 2000, in
the same manner, and with the same functionality, that it records, stores,
processes, recognizes, calculates, and displays calendar dates falling on or
before December 31, 1999.
2. FEES AND PAYMENTS
2.1 FEES AND EXPENSES. NAPA shall pay Telcordia for the Professional Services
either a fixed quote price or a time and materials fee based upon the documented
hours worked and the current fee schedule. NAPA shall also reimburse Telcordia
for all reasonable, documented, out-of-pocket expenses incurred in connection
with the Services, including travel, lodging, meals and telephone costs.
Telcordia reserves the right to limit Services to no more than ten (10) hours
within a 24-hour period. In connection with all Work Statements under this
Master Agreement, NAPA shall be entitled to the same fees and "preferred
pricing" guaranty it was given in paragraph 5(b) of Work Statement No. 0001.
2.2 BILLING. For Services provided under a fixed quote price, Telcordia shall
submit bills to NAPA according to the schedule described in each Work Statement.
For Services provided under a time and materials fee, Telcordia shall submit
monthly bills to NAPA for Services rendered during the prior month and expenses
incurred. NAPA shall pay billed amounts within thirty (30) days of the date of
the bill.
2.3 PAYMENTS. Payments to Telcordia must be in United States dollars and may be
either:
a)wire transferred to:
Chase Manhattan Bank
New York, New York
ABA #021000021 (for all wires, ACH & EFT
Account #323145663
Attention: Account Officer
Telcordia Technologies, Inc.
Telcordia Contract No. ___________, or
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a)mailed to:
Telcordia Technologies, Inc.
Church Street Station
Post Office Box 06334
New York, NY 10249-63 34
Attention: Account Officer
Telcordia Contract No. ____________
2.4 OVERDUE PAYMENTS. Overdue payments are subject to a late payment charge,
calculated and compounded monthly, and calculated at an annual rate of either
(1) one percent (1%) over the lowest prime rate available in New York City, as
published in The Wall Street Journal on the first Monday (or the next bank
business day) following the payment due date; or (2) 12 percent (12%), whichever
shall be higher. If the amount of the late payment charge exceeds the maximum
permitted by law, the charge will be reduced to that maximum amount.
2.5 TAXES. NAPA shall pay or reimburse Telcordia for all sales or use taxes,
duties, or levies imposed by any authority, government or government agency
(other than those levied on Telcordia's net income) in connection with this
Agreement. If Telcordia is required to collect a tax to be paid by NAPA, NAPA
shall pay this tax on demand. If NAPA fails to pay these taxes, duties or
levies, NAPA shall pay all reasonable expenses incurred by Telcordia, including
reasonable attorney's fees, to collect such taxes, duties or levies.
3. CONFIDENTIAL INFORMATION
3.1 USE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed by NAPA
to Telcordia in connection with the Professional Services conducted under this
Agreement will be used by Telcordia only for the performance of the Professional
Services described in the Work Statement and Confidential Information disclosed
by Telcordia to NAPA will be used by NAPA solely for its own internal purposes,
unless otherwise expressly provided in this Agreement.
3.2 DISCLOSURE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed
under this Agreement by one party to the other will be protected by the
recipient from further disclosure, publication, and dissemination to the same
degree and using the same care and discretion as the recipient applies to
protect its own confidential or proprietary information from undesired
disclosure, publication and dissemination. Except as set forth in the following
paragraph, neither party will disclose the other's Confidential Information to
any affiliate or other third party, without prior written consent from the other
party. If Confidential Information is required by law, regulation, or court
order to be disclosed, the recipient must first notify the disclosing party and
permit the disclosing party to seek an appropriate protective order.
3.3 DISCLOSURE TO EMPLOYEES AND CONSULTANTS. Confidential Information disclosed
under this Agreement may be disclosed to a receiving party's employees
(including contract employees) or consultants who participate in the Services if
the employees and consultants have been made aware of their responsibilities
under this Agreement and the consultants (including contract employees) have
signed a statement agreeing to be bound by the terms of this Agreement with
respect to confidentiality.
3.4 MISUSE OF CONFIDENTIAL INFORMATION. Either party's failure to fulfill the
obligations and conditions with respect to any use, disclosure, publication,
release, or dissemination to any third person of the other party's Confidential
Information or breach of any restrictions or obligations of any licenses granted
by the other party, constitutes a material breach of this Agreement. In that
event the aggrieved party may, at its option and in addition to any other
remedies that it may have, terminate this Agreement, its obligations and any
rights or licenses granted upon thirty (30) days written notice to the other
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party. In addition to any other remedies it may have, the aggrieved party has
the right to demand the immediate return of all copies of Confidential
Information provided to the other party under this Agreement. The parties
recognize that disclosure of Confidential Information in violation of this
Agreement will result in irreparable harm. Each party shall have the right to
injunctive relief in the event of a disclosure in violation of this Agreement.
4. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES
4.1 LICENSE TO USE THE DELIVERABLES. Subject to the restrictions set forth
below, Telcordia grants to NAPA a personal, nontransferable, nonexclusive
license to use and copy the Deliverable for NAPA internal business purposes.
This license shall include a license to use any Telcordia newly-created
Invention, Work of Authorship or other intellectual property to the extent
necessary for NAPA to meet the purposes set forth in this Agreement or in an
applicable Work Statement. This license shall further include the right to
provide copies of the Deliverable to consultants, contractors or suppliers who
are hired to carry out recommendations within the Deliverable as long as such
consultant, contractor or supplier is subject to an agreement requiring
confidentiality of the Deliverable, and which limits the use of the Deliverable
by the consultant, contractor or supplier to providing services to NAPA. NAPA
shall include a Telcordia copyright notice on all copies of Deliverables. The
services and any Deliverables are not "work for hire."
4.2 OWNERSHIP OF NEWLY-CREATED INTELLECTUAL PROPERTY. Any patentable or
unpatentable discoveries, ideas, including methods, techniques, know-how,
concepts, or products ("Invention"); or any works fixed in any medium of
expression, including copyright and mask work rights ("Works of Authorship"); or
any other intellectual property created by Telcordia during the course of the
Services shall be the sole and exclusive property of Telcordia. Any Inventions,
Works of Authorship or other intellectual property created jointly by Telcordia
and NAPA during the course of the Services shall be the joint property of
Telcordia and NAPA, each party having full licensing rights with no obligation
of accounting to the other party.
4.3 NO RIGHTS BY IMPLICATION. Except as set forth above, no direct or indirect
ownership interest or license rights in Inventions, Works of Authorship or other
intellectual property including software or patents are granted or created by
implication in this Agreement. Any grant of an ownership interest or license
rights in an Invention, Work of Authorship or other intellectual property
including software or patents must be negotiated in a separate agreement.
Telcordia will use reasonable efforts to inform NAPA of any Telcordia owned
Inventions, Works of Authorship or other intellectual property that Telcordia
believes may be necessary for NAPA to use the Deliverable or to meet the
purposes set forth in this Agreement or in an applicable Work Statement.
4.4 SIMILAR WORK FOR OTHER CUSTOMERS. Telcordia may perform the same or similar
services for others, including providing the same or similar conclusions and
recommendations provided that NAPA Confidential Information is not disclosed.
5. NAPA'S RESPONSIBILITIES
5.1 ACCESS. NAPA is responsible for providing Telcordia with access to NAPA's
premises, employees, documentation or other information needed to perform the
Services.
5.2 CUSTOMER REQUIREMENTS. NAPA acknowledges it has independently determined
that the Services and Deliverables requested in any Work Statement to this
Agreement meet its requirements.
5.3 OBJECTIVES AND RESULTS. Services and Deliverables provided by Telcordia
under any Work Statement to this Agreement are provided to assist NAPA; however,
NAPA, not Telcordia, will be responsible for determining objectives and
obtaining desired results.
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5.4 YEAR 2000 SERVICES OR RESULTS. UNLESS SPECIFICALLY DESCRIBED IN A WORK
STATEMENT UNDER THIS AGREEMENT (AND SEPARATELY IDENTIFIED AS "YEAR 2000 SERVICES
OR RESULTS"), TELCORDIA'S SERVICES (AND THE DELIVERABLES, IF ANY, PROVIDED BY
TELCORDIA HEREUNDER) WILL NOT INCLUDE ANY YEAR 2000 ANALYSES, ASSESSMENT,
REMEDIATION, TESTING OR OTHER SERVICES OR DELIVERABLES RELATED TO THE YEAR 2000
COMPUTER PROBLEM (AS DEFINED IN SECTION 1.4) NOR DOES TELCORDIA MAKE ANY
REPRESENTATION OR WARRANTY THAT THE SERVICES OR DELIVERABLES, IF ANY, PROVIDED
HEREUNDER WILL NECESSARILY RESULT IN YEAR 2000 COMPLIANCE, READINESS OR
FUNCTIONALITY OF ANY OF THE CUSTOMER'S NETWORK, SYSTEMS, HARDWARE, SOFTWARE,
MIDDLEWARE OR EMBEDDED SYSTEMS, THE ISSUE OF SUCH COMPLIANCE, READINESS OR
FUNCTIONALITY BEING OUTSIDE THE SCOPE OF THIS AGREEMENT UNLESS SPECIFICALLY
PROVIDED, AS NOTED ABOVE, IN A WORK STATEMENT.
5.5 ADDITIONAL RESPONSIBILITIES. Any additional NAPA responsibilities will be
described in the applicable Work Statement.
6. REPRESENTATIONS AND WARRANTIES
6.1 RIGHT TO PROVIDE INFORMATION. NAPA represents and warrants to Telcordia that
it has the right to provide the information, specifications and data that it has
or will provide to Telcordia in order for Telcordia to complete the Services and
to create the Deliverables identified hereunder. NAPA further represents and
warrants that possession and use of that information, specifications and data by
Telcordia under the terms and conditions of this Agreement will not constitute
an infringement upon any patent, copyright, trade secret, or other intellectual
property right of any third party.
6.2 EMPLOYEE AND CONSULTANT AGREEMENTS. Each party represents and warrants to
the other that it shall have obtained, prior to the commencement of the
Professional Services, appropriate agreements with its employees and consultants
who may participate in the Services sufficient to enable it to comply with the
terms of this Agreement.
7. WARRANTY AND DISCLAIMER OF WARRANTIES
7.1 LIMITED WARRANTY. Notwithstanding Section 8.1, Telcordia warrants that the
Services provided under this Agreement shall be performed with that degree of
skill and judgment normally exercised by recognized professional firms
performing services of the same or substantially similar nature. In the event of
any breach of the foregoing warranty, provided NAPA has delivered to Telcordia
timely notice of such breach as hereinafter required, Telcordia shall, at its
own expense, in its discretion either: (1) reperform the non-conforming Services
and correct the non-conforming Deliverables to conform to this standard; or (2)
refund to NAPA that portion of the amounts received by Telcordia attributable to
the nonconforming Services and/or Deliverables. No warranty claim shall be
effective unless NAPA has delivered to Telcordia written notice specifying in
detail the non-conformities within thirty (30) days after performance of the
non-conforming Services or tender of the non-conforming Deliverables. The remedy
set forth in this Section 7.1 is the sole and exclusive remedy for breach of the
foregoing warranty.
8. LIMITATION OF LIABILITY
8.1 LIMITED LIABILITY. Telcordia has no liability to NAPA, exceeding that
specified in the following paragraph, in contract (including warranty and
indemnity), or in tort, strict liability or otherwise with respect to any
written or oral statement, information, comment or conclusion made by or on
behalf of Telcordia or otherwise in connection with the Services provided under
this Agreement including, but not limited to, any materials or any other
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information or Deliverable prepared and/or made available to NAPA under the
terms of this Agreement. Further, neither party shall be liable to the other
party for any indirect, special or consequential damages suffered as a result of
any statement, comment, conclusion, or performance or nonperformance under each
Work Statement, even if advised of the possibility of damage or loss.
8.2 LIABILITY NOT TO EXCEED AMOUNTS PAID. Telcordia's liability, if any, to NAPA
or to any third party for claimed loss or damage under each Work Statement shall
not exceed the amount actually paid by NAPA to Telcordia under the applicable
Work Statement.
9. GENERAL
9.1 PUBLICITY. Notwithstanding anything herein to the contrary, each party is
prohibited from using in advertising, publicity, promotion, marketing, or other
similar activity, any name, trade name, trademark, or other designation
including any abbreviation, contraction or simulation of the other without the
prior, express, written permission of the other.
9.2 HIRING OF EMPLOYEES. During the term of this Agreement and for a period of
two (2) years after any expiration or termination of this Agreement, neither
party shall employ or solicit for employment, directly or indirectly, any
employee of the other party directly involved in the Services described in the
Work Statement, unless the other party has either terminated the employment of
the employee, granted written permission for the employment, or it has been more
than one year since the employee was last employed by the other party.
Advertisements in newspapers and trade publications by either party do not
constitute solicitation.
9.3 ASSIGNMENT. Neither party shall assign, in whole or in part, this Agreement,
any Work Statement or any license, rights or obligations granted, to any other
person or entity, without the prior written consent of the other party, which
consent may not be unreasonably withheld.
9.4 WAIVER. The failure of either party at any time to enforce any of the
provisions of this Agreement or any right under this Agreement, or to exercise
any option provided, will in no way be construed to be a waiver of the
provisions, rights, or options, or in any way to affect the validity of this
Agreement. The failure of either party to exercise any rights or options under
the terms or conditions of this Agreement shall not preclude or prejudice the
exercising of the same or any other right under this Agreement.
9.5 NON-COMPLIANCE FOR CAUSE BEYOND CONTROL. Neither party shall be liable to
the other for non-compliance with any provision of this Agreement if the
non-compliance resulted directly from any cause beyond the reasonable control of
the party. However, this provision shall not apply to any payments due to
Telcordia under this Agreement.
9.6 CHOICE OF LAW. This Agreement must be construed and enforced according to
the laws of the State of New Jersey without regard to those laws relating to
conflict of laws and NAPA agrees to be subject to the jurisdiction of the courts
in the State of New Jersey if a suit is commenced in connection with this
Agreement.
9.7 SEVERABILITY. If any provision or portion of a provision of this Agreement
is held invalid or unenforceable, the remainder of the Agreement shall not be
affected, and the remaining terms will continue in effect and be binding on the
parties, provided that such holding of invalidity or unenforceability does not
materially affect the essence of the Agreement.
9.8 NOTICE. Any notice or other written communication required or permitted to
be given by a party under this Agreement must be addressed to the attention of
the other party's Administrative Contact as identified in this Agreement or in
any Work Statement and will be deemed delivered: (1) five business days after
the notice has been mailed by certified mail, if applicable, or (2) the next
business day after receipted delivery to a recognized overnight courier.
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9.9 COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws.
If Telcordia requires any government licenses or approvals to proceed with the
Services, Telcordia will provide NAPA with prior notice of the requirement and
an estimate of any resulting increase in the price of the Services.
9.10 SURVIVAL. The Terms and Conditions of this Agreement regarding
confidentiality, payment, warranties, liability and all others that by their
sense and context are intended to survive the execution, delivery, performance,
termination or expiration of this Agreement survive and continue in effect.
9.11 SCOPE CHANGE. The parties may mutually agree to modify or make changes to
any Work Statement as necessary. Scope changes will be detailed in individual
Scope Change Control Forms under this Agreement in the form of Exhibit B. Scope
Change Control Forms must be signed by authorized representatives of each party.
10. INTERNATIONAL TERMS AND CONDITIONS
The following terms and conditions shall apply to Services performed outside of
the United States in addition to the terms and conditions contained herein.
10.1 NAPA'S REEXPORT OBLIGATIONS
10.1.1 Reexport of Technical Data. NAPA acknowledges that any commodities
and/or technical data provided under this Agreement shall be subject to
the Export Administration Regulations ("the EAR") administered by the
U.S. Commerce Department http://www.bxa.doc.gov (The Bureau of Export
Administration home page) and that any export or reexport thereof must be
in compliance with the EAR. NAPA agrees that it shall not export or
reexport, directly or indirectly, either during the term of this
Agreement or after its expiration, any commodities and/or technical data
(or direct products thereof) provided under this Agreement in any form to
destinations in Country Groups D:1 or E:2, as specified in Supplement No.
1 to Part 740 of the EAR, and as modified from time to time by the U.S.
Department of Commerce, or to destinations that are otherwise controlled
or embargoed under U.S. law.
10.1.2 GOVERNMENTAL APPROVALS AND CONSENTS. This Agreement is subject to
the receipt of any approvals and/or consents required by United States
and foreign government agencies and authorities, including but not
limited to the export control laws and regulations of the United States,
as may be required for the consummation of the transactions contemplated
by this Agreement. Telcordia shall have no liability to NAPA for failure
to deliver any product or service under this Agreement as a result of the
refusal of United States or foreign governmental agencies to issue any
necessary approvals and consents for the export of any such product or
service.
10.2 EXPORT CONTROL. Telcordia shall notify NAPA of any restricted technology
that may be controlled for export purposes. Any technology provided by Telcordia
that is controlled for export purposes, may require prior approval by the
appropriate U.S. Government agency, either the U.S. Department of State (DOS) or
the U.S. Department of Commerce (DOC). Should this technology provided by
Telcordia be export controlled, NAPA will be bound by U.S. export statutes and
regulations and shall comply with all export control requirements. NAPA and/or
Telcordia shall have full responsibility for any required export licenses.
10.3 IMMIGRATION AND ENTRY REQUIREMENTS. NAPA shall obtain and supply Telcordia
with all necessary licenses, permits, authorizations, and passes, including but
not limited to professional visit passes and/or employment passes issued by the
national immigration agency under the national immigration law of the local
country and other clearances, in a timely manner to support performance under
this Agreement. Telcordia performance is contingent upon the foregoing, and in
the event that NAPA is unable to obtain and supply such to Telcordia in a timely
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manner, or that any of such are later withdrawn, the Telcordia performance
schedule, and any other necessary terms of this Agreement shall be equitably
adjusted.
10.4 ENGLISH LANGUAGE. Unless otherwise stated in a Work Statement to this
Agreement, Telcordia shall provide all Reports and other Deliverables in the
English language.
10.5 TAXES. Fees payable under this Agreement are exclusive of taxes. NAPA shall
pay or reimburse Telcordia for all value added, income, withholding, sales or
use taxes, customs or import duties, or levies imposed by any authority,
government or government agency in connection with this Agreement, other than
taxes imposed by the United States.
10.5.1 If Telcordia, its subcontractors, and/or their respective
employees are required to pay any non-United States taxes in connection
with this Agreement, including those listed above, the fees under this
Agreement shall be correspondingly increased.
10.5.2 If, after the effective date of this Agreement or any applicable
Work Statement hereto, there are changes or developments which may result
in an increase in any non-United States taxes, and/or any new non-United
States taxes or assessments are levied by a government other than the
United States, or if the methods of administering or the rates of any
such taxes or assessments are changed, and such new taxes, assessments or
changes result in an increased potential non-United States tax liability
for Telcordia, its subcontractors, and/or their respective employees
under this Agreement, the fees under this Agreement shall be
correspondingly increased.
10.5.3 If either party fails to pay any fees under this Agreement, or any
taxes, duties, levies or assessments, such party shall pay all reasonable
expenses incurred by the other party, in collecting these sums, including
reasonable attorney's fees, interest and penalties.
10.5.4 NAPA shall provide to Telcordia a summary of all amounts withheld
during the year no later than ten business days after December 31 of each
year, addressed to Telcordia, International Collections, 3 Corporate
Place, Room 2E-327, Piscataway, NJ 08854 USA.
10.5.5 Telcordia shall provide NAPA with a statement regarding any income
or withholding tax for which NAPA will be responsible for in any given
country, as specified in each Work Statement, prior to rendering any
Services in such country.
10.6 FOREIGN CORRUPT PRACTICES ACT. Both parties shall at all times comply with
applicable laws to the business and operations of Telcordia and NAPA, its
subsidiaries and affiliates, including, without limitation, the United States
Foreign Corrupt Practices Act of 1977, as amended. Any notice received from any
governmental or regulatory authority or other person alleging any violation of
any such applicable law shall be promptly provided to the other party.
11. ENTIRE AGREEMENT
This is the entire Agreement between the parties about its subject. It
incorporates and supersedes all written and oral communications about its
subject. It may only be changed or supplemented by a written amendment signed by
the authorized representatives of the parties. Each Work Statement executed
shall be considered part of this Agreement and the terms of each control in the
event of any inconsistency with the terms of this Agreement.
END OF TERMS AND CONDITIONS
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TELCORDIA
TECHNOLOGIES
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Performance from Experience
PROFESSIONAL SERVICES MASTER AGREEMENT
CONTRACT NO. [##########]
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This Work Statement is under the Professional Services Master Agreement dated
__________ and is between _________________ ("Customer") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following
Professional Services under the Terms and Conditions of the Agreement and any
additional terms contained in this Work Statement.
1. SCOPE OF SERVICES
2. DESCRIPTION OF SERVICES
Telcordia shall provide the following services:
3. NO YEAR 2000 SERVICES
4. CUSTOMER RESPONSIBILITIES
5. FEES AND PAYMENTS
6. DELIVERABLES
7. SCHEDULE OF SERVICES
8. LOCATION OF SERVICES
9. TELCORDIA'S CONTACT(S)
10. CUSTOMER'S CONTACT(S)
The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: By:
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Name: Name:
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Title: Title: CONTRACT MANAGER
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Date: Date:
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TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
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This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having
a need to know within Telcordia and NAPA, except with
written permission of Telcordia.
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SCOPE CHANGE CONTROL FORM
This Scope Change No. _______ ("Scope Change") amends the Work Statement,
Contract No. ______________, ("Work Statement") between NAP of the Americas,
Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc.
("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective
as of this _____________ day of ________, 20__ ("Scope Change"). This Scope
Change incorporates all the terms and conditions of the Work Statement and
Agreement except as may be otherwise modified herein for the limited purpose set
forth herein.
1. Title of Scope Change:
2. Date of Scope Change:
3. Originator of Scope Change:
4. Reason for the Scope Change:
5. Details of the Scope Change (including any specifications):
6. Implementation timetable of the Scope Change:
7. Additional fees or refund, if any, of the Scope Change:
8. Impact of the Scope Change on other aspects of the Schedule, including
but not limited to, the overall payment schedule, contractual
provisions, and Deliverable schedules.
9. Other Comments:
The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: By:
--------------------------- ----------------------------
Name: Name:
--------------------------- ----------------------------
Title: Title:
--------------------------- ----------------------------
Date: Date:
--------------------------- ----------------------------
TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
See confidentiality restrictions on title page.
Page 11
AMENDMENT TO THE PROFESSIONAL SERVICES MASTER AGREEMENT
BETWEEN NAP OF THE AMERICAS, INC. AND
TELCORDIA TECHNOLOGIES, INC.
This amendment to the Professional Services Master Agreement, executed on
September 1, 2000, between NAP of the Americas, Inc. ("NAPA"), a wholly owned
subsidiary of Terremark Worldwide, Inc. and Telcordia Technologies, Inc.
("Telcordia") ("Agreement") (Contract No. 20000822JS113827) shall amend the
Agreement as follows:
1. THE PREAMBLE OF THE AGREEMENT ON PAGE 1 SHALL BE MODIFIED TO DELETE THE
LAST TWO SENTENCES WHICH READ AS FOLLOWS:
"Notwithstanding the foregoing, the Parties agree that the terms and conditions
of the financing structure ("Financing Agreement"), currently under negotiation
between the Parties, shall replace and supercede the Billing Terms and
conditions under Section 2.2 of this Master Agreement as governing and
controlling each Work Statement retroactively from the effective date of the
Master Agreement. The Parties further acknowledge and agree that the Financing
Agreement will address any necessary adjustment in terms, including price,
required for such application, and shall be mutually agreed to by the Parties."
2. UNDER SECTION 2.1 FEES AND EXPENSES, THE LAST SENTENCE SHALL BE DELETED
AND REPLACED WITH THE FOLLOWING:
"From the date of execution of this Agreement, all labor provided by Telcordia
on a time and materials basis, shall be reimbursed on an hourly basis, based on
the actual hours incurred multiplied by the hourly rates for engineering and
consulting services as set forth on page 4 of WS 001 executed on September 1,
2000 (the "Rates"), which Rates are represented by Telcordia to be the lowest or
equal to the lowest rates charged to any Telcordia non-governmental customer for
consulting and engineering services ("Preferred Pricing"). The Rates will not be
increased before January 1, 2002, even if Telcordia increases its Preferred
Pricing rates to other customers. On or after January 1, 2002. NAPA shall be
charged the then prevailing Preferred Pricing (i.e., Preferred Pricing which
takes into account rate increases to other non-governmental customers between
the time of the execution of this Amendment and January 1, 2002).
Notwithstanding the Preferred Pricing guaranty set for herein, NAPA acknowledges
that the Preferred Pricing model does not take into account services for which
Telcordia does not charge or for which it charges rates substantially and
significantly lower than the Rates because the services are being rendered for
certain customers in connection with and related to purchases of Telcordia
provided and/or third party software and/or hardware bundled with ancillary
services.
For any value added services related to the operation of the NAP provided by
Telcordia beyond basic NAP services, Telcordia shall provide pricing as good as
or better than other non-governmental customers which are (1) similarly situated
to NAP of the Americas. Inc. (2) for similar types of services, solutions and
products, and (3) for similar volume or usages.
3. UNDER SECTION 2.2 BILLING, THE LAST SENTENCE SHALL BE MODIFIED TO
REPLACE THIRTY (30) DAYS WITH FORTY FIVE (45) DAYS.
4. SECTION 9 GENERAL, SHALL BE AMENDED TO ADD THE FOLLOWING AFTER SECTION
9.11:
"9.12 TERMINATION FOR CAUSE.
Either party shall have the right, without prejudice to its other rights or
remedies, to terminate the Agreement or any Work Statement under this Agreement
upon written notice to the other party as provided below, if the other party:
(a) is in material breach of any of its material obligations under this
Agreement or the affected Work Statement and either the breach is incapable of
remedy or the breaching party has failed to remedy such breach or failed to
commence steps to remedy such breach within the thirty (30) calendar day period
after receiving written notice, which describes the breach in reasonable detail,
requiring it to remedy such breach; or
(b) assigns its assets, or a substantial part of its assets for the
benefit of its creditors, or admits in writing its inability to pay debts as
they mature, or a trustee or receiver is appointed for a substantial part of its
assets, or a bankruptcy proceeding is instituted against the other party which
is acquiesced in and is not dismissed within sixty (60) calendar days, or
results in an adjudication of bankruptcy."
"9.13 TERMINATION FOR CONVENIENCE.
NAPA shall have the right to terminate any Work Statement for convenience on not
less than thirty (30) calendar days prior written notice to Telcordia. Upon
Telcordia's receipt of notice of termination for convenience from NAPA,
Telcordia and NAPA shall meet to determine the extent of the Services and
Deliverables to be provided prior to the effective date of termination. In the
event the parties fail to agree to the extent of the Services and Deliverables
to be provided prior to the effective date of termination, Telcordia shall take
all commercially reasonable steps to wind-down the work in progress by the
effective date of such termination based on Telcordia's reasonable and good
faith understanding of the work NAPA would like to continue during such
wind-down period. Upon such termination, NAPA shall pay to Telcordia the
following: (i) fees for Services rendered and Deliverables provided by Telcordia
as of the effective date of termination; (ii) long-term operating and/or capital
fees incurred by Telcordia, prior to the effective date of termination, provided
that such fees were authorized by NAPA in the affected Work Statement(s) or
otherwise approved in writing and to the extent such fees have not been
previously recovered from NAPA by Telcordia; (iii) packaging, shipping and
similar costs of any equipment or materials required to be returned by Telcordia
to NAPA or Third Party vendors; (iv) vendor and subcontractor termination fees
that have been incurred in accordance with vendor contracts and other reasonable
and customary vendor and subcontractor termination fees provided that such fees
were authorized by NAPA in the affected Work Statement(s) or otherwise approved
in writing; and (v) such other reasonable expenses as may be agreed to by the
parties in writing. Effective upon such termination for convenience, Telcordia
shall have no further obligations or liability of any kind with respect to any
Deliverables or Services provided prior to termination under the terminated Work
Statement all of which shall be deemed provided on an "as is basis, except that
those Deliverables which have been accepted and paid for prior to termination or
upon termination under this Section shall be entitled to the applicable
warranties provided for such Deliverables set forth in this Agreement.
2
Telcordia may not terminate this Agreement or any Work Statement under this
Agreement, except as provided in this Section 9, or as otherwise agreed upon in
a specific Work Statement."
This amendment shall be effective when signed by the last party and shall
continue until the termination of the Agreement. All of the terms and conditions
of the Agreement, shall remain in full force and effect. This amendment is
incorporated by reference into the Agreement. Each party represents that this
amendment has been signed by their duly authorized representatives.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
TERREMARK WORLDWIDE INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen
------------------------------------- --------------------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
Title: Executive Vice President Title: Senior Contract Manager
& Chief Operating Officer
Date: 9-25-00 Date: 9-25-00
--------------------------------- ------------------
3
SCOPE CHANGE CONTROL FORM
This Scope Change No. 2 ("Scope Change') amends the Master Agreement, as
previously amended, Contract No. 20000822JS113827, ("Agreement") between NAP of
the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide,
Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is
effective as of this 30th day of June, 2000 ("Scope Change"). This Scope Change
incorporates all the terms and conditions of the Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change: NAPA Payments
2. Date of Scope Change: June 30 , 2001
3. Originator of Scope Change: Max Figueroa
4. Reason for the Scope Change: The parties have agreed to
modify billing and payment terms to accommodate new Work
Statements.
5. Details of the Scope Change (including any specifications): NA
6. Implementation timetable of the Scope Change:
The Telcordia Program Office shall provide NAPA with an updated report for
actual outstanding unpaid calculated amounts ("Outstanding Amounts Report") on a
bi-monthly basis (twice per month) which will include the actual fees and
expenses incurred by NAPA for Work Statements executed before May 31, 2001, and
after May 31, 2001. The Telcordia Program Office has also generated a projected
NAPA expense obligation report ("Projected Expense Report") which includes the
estimated fees and expenses for Work Statements executed through May 31, 2001,
including Work Statements 1 through 10 (Attachment A). The parties agree that
the amounts detailed in the Outstanding Amounts Report, Attachment B, shall not
exceed the dollar amounts listed for the corresponding period in the Projected
Expense Report, Attachment A, and that NAPA shall provide payments to Telcordia
to reduce the amounts in the Outstanding Amounts Report to be less than or equal
to the corresponding amounts in Attachment A as described in this amendment.
Based on the Outstanding Amounts Report, Telcordia shall indicate to NAPA when
an additional payment is due, if any, and provide NAPA with written notice
regarding the amount of any necessary payments. NAPA shall pay any amounts
exceeding those listed in the Projected Expense Report (Attachment A) down to a
value equal to or less than the value for the corresponding period. Such payment
will be applied to the oldest outstanding invoice due by NAPA to Telcordia. If
there is a discrepancy between the actual invoice amount and calculated amount
provided to NAPA by the Program Office, the discrepancy will be reconciled in
the next Outstanding Amounts Report.
It is expected that any Telcordia request for an additional payment will be a
payment for a portion of the total outstanding calculated amount due to
Telcordia. NAPA shall pay the amount detailed in the notice via wire transfer
within three (3) business days of receipt of such notice. If NAPA fails to pay
the amount stated in the notice in full within three (3) business days after
receipt or otherwise is in arrears on other payments due to Telcordia, Telcordia
reserves the right to immediately stop work on any Work Statements executed
after May 31, 2001 with no further obligation to NAPA to continue or complete
such Work Statements. Notwithstanding anything stated above, NAPA is required to
continue to make regular payments on all invoices in
accordance with the terms of the Master Agreement, as amended. In addition, all
future Work Statements executed between the parties will be paid in accordance
with the terms of the Master Agreement, as amended,(as were WS 1 through WS 10),
except that all WS will be subject to the terms of this agreement.
7. Additional fees or refund, if any, of the Scope Change: NA
8. Impact of the Scope Change on other aspects of the Schedule,
including but not limited to, the overall payment schedule,
contractual provisions, and Deliverable schedules: NA
9. Other Comments: NA
The parties to this Scope Change agree to the terms of the Agreement, as amended
and further represent that this Scope Change is executed by their respective
authorized representatives in accordance with each parties' established
corporate policy. The parties to this Scope Change further agree that any terms
and conditions of the Agreement, as amended and not modified hereby shall remain
unchanged and in full force and effect.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen
--------------------------------------- -----------------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
Title: Executive Vice President & COO Title: Senior Contract Manager
Date: Date: 7-16-01
------------------------------------ -------------------------
2
ATTACHMENT A
PROJECTED EXPENSE REPORT
FOR SIGNED WORK STATEMENTS #1 - #10
(Information as of May 31, 2001)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
OUTSTANDING BALANCE
(Estimates based on
INVOICE AND INTEREST payment terms of net 45
INVOICE DATE PAYMENT DATE AMOUNT PAYMENT AMOUNT plus 30 day cure)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
10/4/00 $294,495 $294,495 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
11/3/00 $889,070 $1,183,565 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
12/14/00 $603,118 $1,786,683 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment made on
12/20/00 $294,495 $1,492,188 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
1/4/01 $1,005,698 $2,497,886 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment made on
1/17/01 $889,070 $1,608,816 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
2/8/01 $1,079,394 $2,688,210 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment made on
2/27/01 $603,118 $2,085,092 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
3/5/01 $47,126 $2,037,966 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
3/15/01 $36,691 $2,074,658 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
3/20/01 $723,336 $2,797,993 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment made on
3/20/01 $1,005,698 $1,886,548 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
4/4/01 $1,357,666 $3,244,214 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment made on
5/1/01 $1,079,394 $2,164,819 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoiced on
5/5/01 $1,232,186 $3,397,006 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 5/29/01 $807,153 $2,589,853 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 6/4/01 $1,442,083 $4,031,936 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
3
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
OUTSTANDING BALANCE
(Estimates based on
INVOICE AND INTEREST payment terms of net 45
INVOICE DATE PAYMENT DATE AMOUNT PAYMENT AMOUNT plus 30 day cure)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 6/18/01 $1,357,666 $2,674,270 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 7/5/01 $1,856,127 $4,530,397 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 7/18/01 $1,232,186 $3,298,211 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 8/3/01 $1,334,365 $4,632,576 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 8/20/01 $1,442,083 $3,190,493 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 9/4/01 $786,881 $3,977,374 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 9/18/01 $1,856,127 $2,121,247 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 10/4/01 $566,869 $2,688,116 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 10/17/01 $1,334,365 $1,353,751 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 11/5/01 $566,869 $1,920,620 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 11/19/01 $786,881 $1,133,739 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 12/4/01 $227,219 $1,360,958 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 12/18/01 $566,869 $794,089 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Invoice Expected
on 1/4/02 $227,219 $1,021,308 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 1/21/02 $566,869 $454,439 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 2/18/02 $227,219 $227,219 Projected
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
Payment Expected
on 3/20/02 $227,219 $0 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
4
INTEGRATED SOLUTION MANAGEMENT FOR THE NAP OF THE AMERICAS - MIAMI
WORK STATEMENT NO. 0001
- --------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"),
a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.
1. SCOPE OF SERVICES
Telcordia shall provide the necessary integrated solution management services
("Services") to support NAPA's NAP of the Americas Miami project from inception
through full operations. These integrated solution management services include
planning, scheduling, resourcing and controlling all aspects of the project
during the interim and permanent build-out, deployment and ongoing operations of
the NAP of the Americas - Miami infrastructure. Telcordia shall be using the
services of its parent company, Science Applications International Corporation,
Inc. ("SAIC"). In the balance of this document, Telcordia shall be understood to
mean activities performed by either SAIC, Telcordia, or both.
Telcordia shall provide Services to implement an Integrated Solution Management
Office consisting of the following:
o Integrated Solution Management Services (project planning, scheduling
and resourcing)
o Risk Management
o Change Management
o Quality Assurance
o Project Organization and Staffing
o Project Control
o Project Communications
o Business Process (end-to-end) Validation and Testing
Each of these activities will be a unique task with pre-defined Deliverables.
Deliverables for each task will be reviewed and accepted by NAPA prior to the
completion of subsequent tasks. A project kickoff meeting with NAPA management
will initiate the project, and a project completion meeting will terminate the
project.
2. DESCRIPTION OF SERVICES
Telcordia shall establish an Integrated Solution Management Office for NAPA's
NAP of the Americas -Miami. The tasks associated with this WS are described as
follows.
1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND SCHEDULING)
A baseline project plan (scheduled tasks with required resources) will be
developed to manage the integrated project based on the business and system
requirements of the NAP of the Americas operations description. All affected
functional work groups will participate in defining the work breakdown
structure, negotiating schedule and resource commitments and agreeing to the
plan.
1
2: RISK MANAGEMENT
Telcordia shall provide a risk management methodology, which will include a plan
for identification and analysis of risk items, mitigation strategies for those
risks (including insurance options), and contingency plans for any unmitigated
risks.
3: CHANGE MANAGEMENT
Telcordia shall provide a change management methodology which will include a
plan for managing, controlling and reporting (a) changes to the project plan
which do not require changes to any WS and (1,) changes to the project plan
which represent a change in scope. These changes to WS scope will be managed
under the change control process, in accordance with Section 9.11 of the Master
Agreement.
Telcordia shall also provide configuration management control of all project
documentation, including baseline and version control.
4: QUALITY ASSURANCE
Telcordia shall provide independent design reviews of key technical Deliverables
to manage technical requirements. Telcordia shall also provide a design review
of the NAP of the Americas business model to confirm that it meets the business
requirements of the NAP of the Americas. If business requirements are not met,
Telcordia shall work with the respective principals toward the corrective action
of such requirements. These design reviews will cover technical quality,
responsiveness to NAP of the Americas requirements and consistency across the
program. In addition, all project documentation and Deliverables will be
reviewed for quality and inform respective principles of any changes required.
5: PROJECT ORGANIZATION AND STAFFING
Telcordia shall provide coordination of staffing plans for all WSs. This
includes the required staff qualifications, timing and recommendations to NAPA
regarding use of its staffing resources where advisable and economical.
6: PROJECT CONTROL
Telcordia shall track the project's progress against approved project plans.
Team will work with principals to take corrective action as necessary to
maintain conformance to the plan. Any changes to the plan will be implemented
via the change control process.
7: PROJECT COMMUNICATIONS PLAN
Telcordia shall develop a project communication plan to establish a full set of
communications processes (meetings and written) to enable adequate interaction
with NAPA personnel, vendors and the full project team, consisting of Telcordia
and NAPA team members. This communications plan will include escalation
procedures for Telcordia and NAPA to resolve issues as required.
As part of the communications plan, Telcordia shall conduct weekly status
meetings with NAPA, addressing progress, corrective actions required and action
item tracking. Monthly status reports will be developed and delivered to NAPA
(electronic and hard copy) for the duration of this WS in support of this status
reporting.
2
8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING
Telcordia shall design, develop and run an end-to-end validation and test of the
overall NAP of the Americas solution, to include the full business process flow,
from order receipt and entry through service provision and billing. This will
cover the major business functions and flows developed for the project. If the
end-to-end validation and testing requirements are not met, Telcordia shall work
with the respective principals toward the corrective action of such validation
and testing.
3. NO YEAR 2000 SERVICES
By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.
4. NAPA RESPONSIBILITIES
a) NAPA shall provide Telcordia with a single point of contact empowered to make
decisions related to the Services within one (1) week of contract execution.
b) NAPA shall review Deliverable documents submitted by Telcordia in draft form
and notify Telcordia in writing within ten (10) business days of any
deficiencies in the draft Deliverable document in sufficient detail to enable
Telcordia to make any necessary changes and submit to NAPA in final form. If
NAPA does not respond within ten (10) business days the Deliverable will be
deemed accepted.
c) NAPA shall provide appropriate facilities at NAPA's sole expense for
Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the
Services identified in this WS, for the duration of the Services to be provided
under this WS, including but not limited to, work space, desk, telephones with
outside long distance line, workstation/PC with logins and communications links
to NAPA's network, and access to all necessary systems, buildings and NAPA
personnel. Where practical and at no additional direct cost to Telcordia,
Telcordia facilities will be used from time to time.
d) NAPA shall schedule, arrange, and organize any necessary meetings with NAPA
personnel, as required within a reasonable timeframe.
e) NAPA shall make timely decisions regarding project issues and changes.
Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.
5. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.
(a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for
the Services will be approximately US$4,600,000.00 ("Estimated Fee"), excluding
out of pocket expenses and materials. The Estimated Fee is non-binding on
Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%)
3
of the Estimated Fee. Telcordia shall obtain prior written approval to exceed
the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia
reserves the right to suspend the performance of Services hereunder and toll the
term of this WS until NAPA approves in writing a revised Estimated Fee, if any.
(b) BILLING: NAPA shall pay Telcordia for the Services on the following
basis:
1) LABOR: All labor shall be reimbursed on an hourly basis, based
on the actual hours incurred multiplied by the hourly rates as
set forth below, which rates are represented by Telcordia to
be the lowest or equal to the lowest rates charged to any
Telcordia customer for consulting and engineering services
("Preferred Pricing"). The rates set forth below will not be
increased before January 1, 2002, even if Telcordia increases
its Preferred Pricing model. On or after January 1, 2002, NAPA
shall be charged the then prevailing Preferred Pricing. The
table below is an inclusive rate table and not all job
categories will be used in this WS.
------------------------------ -------------------------------------- ---------------------
ROLE NAP OF THE AMERICAS ROLES RATE
------------------------------ -------------------------------------- ---------------------
GOVERNANCE VP-General Manager $315
------------------------------ -------------------------------------- ---------------------
Program Manager $242
------------------------------ -------------------------------------- ---------------------
Project Manager $180
------------------------------ -------------------------------------- ---------------------
Project Controller $144
------------------------------ -------------------------------------- ---------------------
Principal $315
------------------------------ -------------------------------------- ---------------------
CONSULTING Principal Consultant $242
------------------------------ -------------------------------------- ---------------------
Senior Consultant $180
------------------------------ -------------------------------------- ---------------------
Consultant $144
------------------------------ -------------------------------------- ---------------------
Principal $315
------------------------------ -------------------------------------- ---------------------
ENGINEERING Principal Engineer $242
------------------------------ -------------------------------------- ---------------------
Senior Engineer $180
------------------------------ -------------------------------------- ---------------------
Engineer $144
------------------------------ -------------------------------------- ---------------------
Principal $315
------------------------------ -------------------------------------- ---------------------
OPERATIONS Operations Manager $242
------------------------------ -------------------------------------- ---------------------
Systems Administrator $144
------------------------------ -------------------------------------- ---------------------
Senior Technician $120
------------------------------ -------------------------------------- ---------------------
Technician $95
------------------------------ -------------------------------------- ---------------------
Junior Technician $70
------------------------------ -------------------------------------- ---------------------
Customer Care Representative $70
------------------------------ -------------------------------------- ---------------------
Provisioning Specialist $95
------------------------------ -------------------------------------- ---------------------
Billing Specialist $70
------------------------------ -------------------------------------- ---------------------
SUPPORT Administration Specialist $60
------------------------------ -------------------------------------- ---------------------
2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
Telcordia for all reasonable out-of-pocket expenses incurred
in connection with the Services, including, but not limited
to, travel, lodging, meals, telephone, all materials purchased
by Telcordia exclusively for use in performing the Services.
Telcordia shall bill NAPA for these out of pocket expenses at
cost on a monthly basis.
Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.
6. DELIVERABLES
Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format where applicable or as mutually
agreed by the parties.
4
DELIVERABLE 1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND
SCHEDULING)
o Provide a baseline project plan
o Provide updated performance to project plan
DELIVERABLE 2: RISK MANAGEMENT
o Provide a risk management plan
o Provide an updated risk mitigation and contingency implementation
status
DELIVERABLE 3: CHANGE MANAGEMENT
o Provide a change management plan
o Provide an updated change control status
o Provide a document / configuration management database
DELIVERABLE 4: QUALITY ASSURANCE
o Conduct network architecture and OSSIBSS design reviews
o Conduct business model design review
o Conduct documentation & deliverable quality reviews
DELIVERABLE 5: PROJECT ORGANIZATION AND STAFFING
o Provide staffing in accordance with WS staffing requirements
o Conduct weekly status meetings and provide monthly status reports
o Provide a mutually agreed upon resource plan for the following calendar
year by September 30th of each year.
DELIVERABLE 6: PROJECT CONTROL
o Conduct weekly status meetings and provide monthly status reports to
address progress to plan, changes and corrective actions
DELIVERABLE 7: PROJECT COMMUNICATIONS PLAN
o Provide a project communications plan
o Coordinate meetings and provide written reports in accordance with plan
o Conduct weekly status meetings
o Provide weekly status meeting minutes/action item tracking
o Provide monthly status reports
DELIVERABLE 8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING
o Provide a business processes validation and test plan
o Provide business processes validation and test report
7. SCHEDULE OF SERVICES
The term of this WS is August 9, 2000 through December 31, 2001. Thereafter, the
parties agree to an automatic annual renewal unless otherwise agreed upon in
writing.
5
Services will commence upon execution of this WS on the agreed upon worksite in
Miami, and will be in force for the work performance period. The following
schedule is provided for information and planning purposes only until such time
as a detailed project schedule is developed and agreed upon in writing by
Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.
-------------------------------- ----------------------------------------------- -------------------------
MILESTONE NAME MILESTONE DESCRIPTION ESTIMATED DATE
-------------------------------- ----------------------------------------------- -------------------------
Project Kickoff Meeting Project kickoff meeting will be held between Within two weeks of
the project managers, project staff, and NAPA WS execution
management. Attendance of the executive
sponsor is necessary. The project scope,
timeline, Deliverables, and responsibilities
will be reviewed.
-------------------------------- ----------------------------------------------- -------------------------
Baseline project plan Telcordia will work with NAPA to jointly TBD
develop an integrated baseline project plan
-------------------------------- ----------------------------------------------- -------------------------
Project Communications Telcordia will develop an integrated project TBD
Plan communications plan
-------------------------------- ----------------------------------------------- -------------------------
Weekly status meetings Telcordia will establish and run weekly status Weekly
meetings with NAPA, addressing progress,
corrective actions required and action item
tracking.
-------------------------------- ----------------------------------------------- -------------------------
Monthly status reports Telcordia will develop and deliver monthly Monthly
status reports to NAPA.
-------------------------------- ----------------------------------------------- -------------------------
Risk management plan Telcordia will develop an integrated risk TBD
management plan
-------------------------------- ----------------------------------------------- -------------------------
Change management plan Telcordia will develop a comprehensive TBD
change management plan
-------------------------------- ----------------------------------------------- -------------------------
Network architecture Telcordia will conduct a network architecture TBD
design reviews design review
-------------------------------- ----------------------------------------------- -------------------------
OSSIBSS design reviews Telcordia will conduct an OSSIBSS design TBD
review
-------------------------------- ----------------------------------------------- -------------------------
Business model design Telcordia will conduct a business model TBD
review design review
-------------------------------- ----------------------------------------------- -------------------------
Business process Telcordia will develop a business process TBD
validation and test plan validation and test plan
-------------------------------- ----------------------------------------------- -------------------------
Business process Telcordia will develop a business process TBD
validation and test report validation and test plan
-------------------------------- ----------------------------------------------- -------------------------
8. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.
6
9. TELCORDIA CONTACTS
TECHNICAL CONTACT ADMINISTRATIVE CONTACT
----------------- ----------------------
Beth Morgan Beth Morgan
Director, Professional Services Director, Professional Services
1200 Brickell Avenue, Suite 1200 1200 Brickell Avenue, Suite 1200
Miami, FL 33131 Miami, FL 33131
Telephone: 305-372-7970 Telephone: 305-372-7970
Fax: 305-349-2030 Fax: 305-349-2030
Email: mmorgan1@telcordia.com Email: mmorgan1@telcordia.com
10. OTHER TERMS AND CONDITIONS
Acceptance of Services shall be deemed to have occurred upon having performed
such Services.
The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY: TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN
-------------------------------- -----------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
Title: Vice President Title: Senior Contract Manager
Date: 9-1-00 Date: 9/1/00
7
Telcordia
Technologies
|------------------------
PERFORMANCE FROM EXPERIENCE
INTERIM PLAN, DESIGN AND BUILD OF THE NAP OF THE AMERICAS - MIAMI
WORK STATEMENT NO. 0002
- -------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"),
a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.
1. SCOPE OF SERVICES
As described in this WS, Telcordia shall provide Professional Services
associated with the planning, design, and installation of an Internet Network
Access Point ("NAP") network called the NAP of the Americas Miami at an interim
location in Miami ("Interim NAP"). Telcordia shall architect, design and deploy
the Interim NAP as described in this WS. Telcordia shall also design, establish
and operate a temporary Network Operations Center ("NOC") for the Interim NAP.
For establishment and operation of the NOC, Telcordia shall be utilizing the
services of its parent company, Science Applications International Corporation,
Inc. ("SAIC").In the balance of this document, Telcordia shall be understood to
mean activities performed by either Telcordia, SAIC, or both.
Telcordia shall provide the following Professional Services ("Services") to
NAPA:
o Plan, design, develop and deploy a prototype network
architecture at Telcordia laboratories in Red Bank, NJ to
support the initial testing of the Interim NAP network;
o Plan, design, develop and deploy the Interim NAP network and
operations environment, including the design and layout of the
co-location space in the Interim NAP;
o Design standard public and private peering arrangements that
can be used to enable customers to exchange traffic in the
private and/or public peering areas of the NAP;
o Install, configure and test of the Network being deployed in
the Interim NAP.
2. DESCRIPTION OF SERVICES
Interim NAP Network Architecture, Design and Deployment Support
Telcordia shall perform the following activities:
TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
touted or made available solely to authorized persons having a need to know
within Telcordia and Terremark, except with written permission of Telcordia.
CONFIDENTIAL - RESTRICTED ACCESS
A. PROTOTYPE NETWORK ARCHITECTURE & DESIGN
o Develop an Initial Network Architecture and Design Plan for
the Interim NAP. Telcordia shall provide a written report that
documents the network architecture to be deployed in the
Interim NAP. This document will include high-level network
architecture guidelines as well as a detailed Interim NAP
network design covering specific network equipment required in
the Interim NAP locations. The network architecture design
will include a technical description of the services to be
provided, including a description of how private and public
peering functions will be supported, aspects of Internet
Protocol ("IF") routing connectivity including the IP address
plan, routing protocol selection, route arbitration and route
server functionality, security aspects and other specific
features to be provided in the Interim NAP. The Initial
Network Architecture and Design will also include a design for
the space to be used for collocation applications in the
Interim NAP facility.
o Telcordia shall develop an Initial Network Operations
Architecture Plan to perform the necessary operations and
business management functions for the Interim NAP. This
document will include high-level network operations
architecture guidelines for the operations functions that will
be performed in the Interim NAP location.
o Telcordia shall develop Standard Public and Private Peering
Arrangements that will be used as the basis for the operation
of the NAP. The peering agreements shall describe how NAP
customers can connect to the public and/or private peering
area and the services that they will expect from the Interim
NAP.
o Telcordia shall install and configure the prototype network
and operations environment at its laboratory facilities in Red
Bank, New Jersey.
o Telcordia shall develop a Prototype Test Plan to test the
prototype network. The Prototype Test Plan shall include the
processes to be used to verify that the prototype network (i)
provides all the functionality required to support the basic
services to be provided by the network as specified in the
Initial Network Architecture and Design Plan, (ii) provides
all the operations functionality specified in the Initial
Network Operations Architecture as specified in the Initial
Network Operations Architecture Plan, (iii) performs according
to the performance requirements described in the detailed
service descriptions for the services intended to be offered
in the Interim NAP.
o Telcordia shall execute the Prototype Test Plan and provide a
written report indicating the results of the tests and
Telcordia' s recommendations to address any deficiencies found
during testing.
B. DESIGN AND DEPLOYMENT OF THE INTERIM NAP
Telcordia shall provide the following activities:
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o Develop a Final Network Architecture and Design Plan for the
Interim NAP. Telcordia shall provide a written report that
documents the network architecture to be deployed in the
Interim NAP. This document will include high-level network
architecture guidelines as well as a detailed Interim NAP
Network Design covering specific network equipment required in
the Interim NAP location. The network architecture design will
include a technical description of the services to be
provided, including a description of how private and public
peering functions will be supported, aspects of I? routing
connectivity including the IP address plan, routing protocol
selection, route arbitration and route server functionality,
security aspects and other specific features to be provided in
the Interim NAP. The Final Network Architecture and Design
will also include a design for the space to be used for
co-location applications in the Interim NAP facility.
o Telcordia shall update the Standard Public and Private Peering
Arrangements that will be used as the basis for the operation
of the Interim NAP. The peering arrangements shall describe
how NAP customers can connect to the private and/or public
area and the services that they will expect from the Interim
NAP.
o Telcordia shall develop a Network Operations Architecture Plan
to perform the necessary operations and business management
functions for the Interim NAP. This document will include
high-level network operations architecture guidelines as well
as detailed Interim NAP Network Operations processes covering
specific operations functions that will be performed in the
Interim NAP location.
o Telcordia shall provide in writing a Network Integration Test
Plan to test the Interim NAP network. The Network Integration
Test Plan shall include the processes to be used to verify
that the Interim NAP network (i) provides the functionality
required to support the basic services to be provided by the
network as specified in the Final Network Architecture and
Design Plan, (ii) provides the operations functionality
specified in the Final Network Operations Architecture Plan,
(iii) performs according to the performance requirements
described in the detailed service descriptions for the
services intended to be offered in the Interim NAP.
o Telcordia shall execute the Network Integration Test Plan and
provide a written report indicating the results of the tests
and Telcordia' s recommendations to address any deficiencies
found during testing.
o Telcordia shall provide a Configuration Guidelines document
for the Interim NAP that documents the steps required to
install and configure network equipment. Telcordia shall
develop a configuration process based on the requirements of
each network element and refer to equipment vendor
installation manuals, where available, for details of the
specific configuration steps for each network element.
3. NO YEAR 2000 SERVICES
By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
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Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.
4. NAPA RESPONSIBILITIES
(a) NAPA shall provide Telcordia with a single point of contact empowered
to make decisions related to the Services within one (1) week of
contract execution.
(b) By September 15, 2000, NAPA must identify and make final decisions on
the contractual arrangement under which NAP customers will lease
co-location space within the Interim NAP facility including:
o Business rules surrounding denial and restoration of service
to NAPA's co-location customers;
o Detailed service definitions, including billing arrangements,
pricing and discount arrangements;
o Products and service portfolios NAPA shall offer its
customers.
(c) NAPA must provide:
o Assure access as required by Telcordia to facility preparation
schedules;
o Agreed to commitment dates from the owner of the interim
facility including commitments related to improvements that
may be necessary to the facility;
o Access to NAPA personnel to assist in defining billing,
network and service operations;
o An interim facility with suitable facility infrastructure
(e.g., with adequate power, environmental conditions, and
security) as determined jointly by NAPA and Telcordia;
o Procedures for escalation of network and customer problems to
appropriate NAPA personnel.
(d) NAPA shall review any Deliverable document submitted by Telcordia in
draft form and notify Telcordia in writing within ten (10) business
days of any deficiencies in the draft Deliverable document in
sufficient detail to enable Telcordia to make any necessary changes and
submit to NAPA in final form or notify Telcordia of a delay in the
document review. If a response is not received on the draft Deliverable
within ten (10) business days, the Deliverable will be deemed accepted
by NAPA.
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(e) NAPA shall review and approve proposed Bill of Materials contained in
Deliverable 1 of WS 0004, Equipment Lease for NAP, before Telcordia
shall order the necessary Third Party Hardware and Software.
(f) NAPA shall provide appropriate facilities at NAPA's sole expense for
Telcordia's use at the NAPA site, for the sole purpose of providing
NAPA the Services identified in this WS, for the duration of the
Services to be provided under this WS, including but not limited to,
work space, desk, telephones with outside long distance line,
workstationlPC with logins and communications links to NAPA's network,
and access to all necessary systems, buildings and NAPA personnel.
Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.
5. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.
(a) ESTIMATED AMOUNTS: Telcordia estimates that the fee for the Services
will be approximately Three Million Dollars (US$3,000,000) ("Estimated
Fee"), excluding out of pocket expenses and materials. The Estimated
Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it
reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall
obtain prior written approval to exceed the Estimated Fee in the
aggregate (fees plus reimbursable expenses). Telcordia reserves the
right to suspend the performance of Services hereunder and toll the
term of this WS until NAPA approves in writing a revised Estimated Fee,
if any.
(b) BILLING: NAPA shall pay Telcordia for the Services on the following
basis:
1. LABOR: All labor shall be reimbursed on an hourly basis, based
on the actual hours incurred multiplied by the hourly rates as
set forth below, which rates are represented by Telcordia to
be the lowest or equal to the lowest rates charged to any
Telcordia customer for consulting and engineering services
("Preferred Pricing"). The rates set forth below will not be
increased before January 1, 2002, even if Telcordia increases
its Preferred Pricing model. On or after January 1, 2002, NAPA
shall be charged the then prevailing Preferred Pricing. The
table below is an inclusive rate table and not all job
categories will be used in this WS.
NAP OF THE AMERICAS
ROLE ROLES RATE
------------------------------ ------------------------- --------------
Engineering Principal $315
Principal Engineer $242
Senior Engineer $180
Engineer $144
2. OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
Telcordia for all reasonable out-of-pocket expenses incurred
in connection with the Services, including, but not limited
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to, travel, lodging, meals, telephone, all materials purchased
by Telcordia exclusively for use in performing the Services
and contracted services provided by Third Party Hardware and
Software manufacturers, resellers or integrators. Telcordia
shall bill NAPA for these out of pocket expenses at cost on a
monthly basis.
Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.
6. DELIVERABLES
Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties.
DELIVERABLE 1: INITIAL NETWORK ARCHITECTURE AND DESIGN
o One (1) written document describing the recommended network
architecture and design for the Interim NAP. This deliverable
will describe the architecture and design of the prototype
network that Telcordia shall deploy at its laboratory
facilities in Red Bank, NJ. This document will include
high-level network architecture guidelines as well as detailed
a Interim NAP Network Design covering specific network
equipment required in the Interim NAP locations. The network
architecture design will include aspects of IP routing
connectivity including the IP address plan, routing protocol
selection and specific features to be provided in the Interim
NAP. The Initial Network Architecture and Design will also
include a design for the space to be used for co-location
applications in the Interim NAP facility.
DELIVERABLE 2: STANDARD PUBLIC PEERING ARRANGEMENTS
One (1) written document providing a technical description of the standard
public peering arrangements that will be offered as part of the set of basic
services to be supported by the NAP. The public peering arrangements shall
describe how NAP customers can connect to the public peering area and the
services that they will expect from the Interim NAP.
DELIVERABLE 3: STANDARD PRIVATE PEERING ARRANGEMENTS
One (1) written document providing a technical description of the standard
private peering arrangements that will be offered as part of the set of basic
services to be supported by the NAP. The private peering arrangements shall
describe how NAP customers can connect to the private peering area and the
services that they will expect from the Interim NAP.
DELIVERABLE 4: TEST PLAN FOR PROTOTYPE NETWORK
One (1) written prototype test plan that shall include the processes to be used
to verify that the prototype network (i) provides all the functionality required
to support the basic services to be provided by the network, (ii) provides all
the operations functionality specified in the initial network operations
architecture, (iii) performs according to the performance requirements described
in the detailed service descriptions for the services intended to be offered in
the Interim NAP.
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DELIVERABLE 5: TEST RESULTS AND RECOMMENDATIONS
One (1) written report indicating the results of the execution of the prototype
test plan and Telcordia's recommendations to address any deficiencies found
during testing.
DELIVERABLE 6: FINAL NETWORK ARCHITECTURE AND DESIGN PLAN FOR INTERIM NAP
o One (1) written report that documents the network architecture
to be deployed in the Interim NAP. This document will include
high-level network architecture guidelines as well as detailed
Interim NAP Network Design covering specific network equipment
required in the Interim NAP locations. The network
architecture plan shall incorporate the lessons learned in the
testing of the prototype network. The network architecture
design will include aspects of IP routing connectivity
including the IF address plan, routing protocol selection and
specific features to be provided in the Interim NAP. The
Initial Network Architecture and Design will also include a
design for the space to be used for co-location applications
in the Interim NAP facility.
DELIVERABLE 7: UPDATED STANDARD PUBLIC PEERING ARRANGEMENTS
One (1) written update of the Standard Public Peering Arrangements that will be
used as the basis for the operation of the Interim NAP. The Standard Public
Peering Arrangements shall describe how NAP customers can connect to the public
peering area and the services that they will expect from the Interim NAP.
DELIVERABLE 8: UPDATED STANDARD PRIVATE PEERING ARRANGEMENTS
One (1) written update of the Standard Private Peering Arrangements that will be
used as the basis for the operation of the Interim NAP. The Standard Private
Peering Arrangements shall describe how NAP customers can connect to the private
peering area and the services that they will expect from the Interim NAP.
DELIVERABLE 9: NETWORK INTEGRATION TEST PLAN
One (1) written document describing the Network Integration Test Plan to be used
to test the Interim NAP network. The Network Integration Test Plan shall include
the processes to be used to verify that the Interim NAP network (i) provides the
functionality required to support the basic services to be provided by the
network, (ii) provides the operations functionality specified in the initial
network operations architecture, (iii) performs according to the performance
requirements described in the detailed service descriptions for the services
intended to be offered in the Interim NAP.
DELIVERABLE 10: NETWORK INTEGRATION TEST RESULTS
One (1) written document describing the results of the Network Integration Test
Plan. This Deliverable shall indicate the results of the network integration
test and Telcordia's recommendations to address any deficiencies found during
testing.
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DELIVERABLE 11: CONFIGURATION GUIDELINES DOCUMENT
One (1) written document for the Interim NAP that documents the steps required
to install and configure network equipment. Telcordia shall develop a
configuration process based on the requirements of each network element and
refer to equipment vendor installation manuals, where available, for details of
the specific configuration steps for each network element.
DELIVERABLE 12: INITIAL NETWORK OPERATIONS PLAN
One (1) written document describing an initial Network Operations Architecture
Plan to perform the necessary network operations functions for the Network
Operations Center at Interim NAP. This document will include high-level network
operations architecture guidelines as well as detailed Interim NAP Network
Operations methods and procedures covering specific operations functions that
will be performed in the Interim NAP locations.
DELIVERABLE 13: FINAL NETWORK OPERATIONS PLAN
One (1) written document describing a Final Network Operations Architecture Plan
to perform the necessary network operations functions for the Network Operations
Center at the Interim NAP. This document will include high-level network
operations architecture guidelines as well as detailed Interim NAP Network
Operations methods and procedures covering specific operations functions that
will be performed in the Interim NAP locations.
7. SCHEDULE OF SERVICES
The term of this WS is August 9, 2000 through July 31, 2001.
The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree
to work cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.
MILESTONE ESTIMATED DATE *
--------- ----------------
1. Execution of WS September 1, 2000
2. Telcordia delivers Initial Network Architecture and Design September 8, 2000
3. Telcordia delivers Standard Public and Private Peering Arrangements September 15, 2000
4. Telcordia completes installation and configuration of the prototype network
and operations environment September 29, 2000
5. Telcordia delivers Test Plan for Prototype Network September 22, 2000
6. Telcordia delivers test Plan for Prototype Network September 22, 2000
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MILESTONE ESTIMATED DATE *
--------- ----------------
7. Telcordia delivers Final Network Architecture and Design Plan for Interim
NAP September 29, 2000
8. Telcordia delivers updated Standard Public and Private Peering Arrangements October 6, 2000
9. Telcordia delivers Network Integration Test Plan October 13, 2000
10. Telcordia completes installation and configuration of the Interim NAP
network and operations environment October 20, 2000
11. Interim NAP network and operations environment ready for network
integration test October 27, 2000
12. Telcordia delivers Network Integration Test Results November 10, 2000
13. Interim NAP network and operations center is ready for service November 20, 2000
- ----------------------
* Estimated dates may vary and may be dependant upon input by NAPA.
8. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.
9. TELCORDIA CONTACTS
TECHNICAL CONTACT
Richard Nici
Director, Broadband Networking and eBusiness
331 Newman Springs Rd.
Red Bank, NJ 07701
Telephone: 732-758-5447
Fax: 732-7584177
Email: rnici@telcordia.com
ADMINISTRATIVE CONTACT
Max Figueroa
General Manager, Broadband Networking and eBusiness
331 Newman Springs Rd.
Red Bank, NJ 07701
Telephone: 732-758-2218
Fax: 732-758-4177
Email: mfiguero@telcordia.com
10. OTHER TERMS AND CONDITIONS
(a) Acceptance of Services
Acceptance of Services shall be deemed to have occurred upon having performed
such Services.
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The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina Andersen
--------------------- --------------------------------
Name: Brian K. Goodkind Name: Thelina Andersen
Title: Vice President Title: Senior Contract Manager
Date: 9-1-00 Date: 9-1-00
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INTERIM DEPLOYMENT AND OPERATION OF THE NAP OF THE AMERICAS - MIAMI
WORK STATEMENT NO. 0003
- --------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, mc, a wholly
owned subsidiary of Terrernark Worldwide, Inc. ("Terremark") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services
under the terms and conditions of the Master Agreement and any additional terms
contained in this WS.
1. SCOPE OF SERVICES
As described in this WS, Telcordia shall provide Professional Services
associated with operation of an Internet Network Access Point ("NAP") network
called the NAP of the Americas Miami at an interim location in Miami ("Interim
NAP"). For operation of the Network Operation Center ("NOC"), Telcordia shall be
using the services of its parent company, Science Applications International
Corporation, Inc. ("SAIC"). As described in this WS, SAIC shall provide the
Services necessary to set up a data center in SAIC facilities in San Diego,
California ("Data Center"). In the balance of this document, Telcordia shall be
understood to mean activities performed by either SAIC, Telcordia, or both.
a) Telcordia shall provide Professional Services to NAPA to define
operation processes for service negotiation, service activation,
service assurance, and billing for the Interim NAP. These processes
shall be designed to support the following basic services offerings:
o Basic Public Peering Services, including providing a
connection to the NAP network supporting public peering and
route arbitration services;
o Basic Private Peering Services, including providing a direct
connection between NAP customers through a cross-connect
switch;
o Basic Co-location Services, including the rental of space in
the NAP. Telcordia shall administer contractual arrangements
on behalf of NAPA. NAPA shall own the co-location space and
shall own the contractual arrangements regarding the leasing
of space in the facility;
o Equipment Monitoring includes the monitoring of the health of
the equipment in the NAP, equipment remotely connected to the
NAP facility, and circuits connected to the NAP. This
monitoring will detect equipment failures and troubles, notify
the customer of such troubles and provide services to resolve
the problem.
o Management services for customer equipment and facilities
o 1) Service level monitoring for private peering;
o 2) Internet access;
o 3) Per port firewalls;
o 4) Server health monitoring;
o 5) Device level monitoring, and;
o 6) Custom solutions involving premise wiring.
b) Telcordia shall provide the following operational support:
o Maintenance of operational preparedness of personnel through
on-going training;
o Test and acceptance of hardware, software, and methods and
procedures ("M&Ps") relative to conformance to operational
requirements, including end-to-end testing;
o Conform to vendor warranty specific requirements as identified
in the M&Ps, and;
o Develop non-network security provisions and related M&Ps.
2. DESCRIPTION OF SERVICES
2.1 INTERIM NAP SERVICE OPERATIONS
For each service defined in section 1(a) that will be deployed in the Interim
NAP, Telcordia shall develop operation functions, process flows and M&Ps for
service negotiation, service activation, service assurance and network creation
for the Interim NOC.
2.2 OPERATIONS SUPPORT
Using the Interim Network and Service Operations M&Ps, Telcordia shall provide
the following operations support services throughout the term of this WS:
o Perform routine systems maintenance functions (e.g., data
backups, archiving, report generation, and other related
activities);
o Develop and maintain a comprehensive Oracle data base for
network inventory, including hardware, software, software
configurations, circuits, hot standby equipment, operational
personnel contacts, vendor identifications, vendor warranty
data elements, and vendor contacts for providing logical and
physical network drill-down displays in support of operational
functions;
o Disaster recovery will include off-site storage of critical
software/backup databases, and does not include any off-site
Interim NAP backup computer hardware or software to provide
continued operations because no such backup system is
anticipated;
o Maintenance and administration of the equipment included in
the Interim NAP;
o Assist NAPA with configuration management and vendor
management of NAPA network/NOC Third Party Hardware/Third
Party Software elements, and;
o Develop NOC M&Ps for backup and restoration, problem
escalation and notification, account creation, and upgrade
procedures.
2.3 SETUP OF INTERIM BILLING PROCESS IN DATA CENTER
Telcordia shall develop M&Ps and implement the setup of billing processes as
follows:
o One discount level;
o Invoice creation and mailing;
o Integration of billing functions with NAPA' s accounting
system;
2
o Billing to be based on port speed parameters;
o Billing for private peering to be optionally provided;
o Customer throughput measurements to be collected and reported;
o Flat rate payment plans for customer billing with support of
discounting either at the package level or invoice level, and;
o Reports to be provided on the web.
2.4 SETUP OF CUSTOMER CARE IN DATA CENTER
Telcordia shall develop M&Ps and implement the setup of Customer Care procedures
for customer contacts as follows:
o Sales ordering and sales support
o Sales and marketing
o Trouble ticketing
o Billing related communications
2.5 SETUP OF NETWORK OPERATIONS CENTER IN THE DATA CENTER
Telcordia shall develop M&Ps and implement the setup of the following NOC
functions:
o Service negotiation
o Service activation and provisioning
o Service assurance
o Customer service activation for customer database additions,
deletions and modifications.
o Monitoring of all elements connected to the NAP
o Trouble recognition, resolution, and escalation
o Monitoring and management of private servers and elements as
optionally requested
2.6 JOINTLY DEVELOP PROCEDURES WITH NAPA
Telcordia shall perform the following joint developments with NAPA for operation
of the Interim NOC:
o Establish procedures to support the resolution of network and
service problems;
o Develop business rules addressing NAPA' s denial and
restoration of service to its customers;
o Identify services offered to NAPA' s carriers and internet
service providers (ISPs);
o Identify methods and procedures for service negotiation with
external carriers and ISPs, and;
o Develop integration procedures with NAPA accounting systems.
3
3. NO YEAR 2000 SERVICES
By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.
4. NAPA RESPONSIBILITIES
a) NAPA shall provide Telcordia with a single point of contact empowered
to make decisions related to the Services within one (1) week of
contract execution.
b) NAPA must identify and make final decisions on the contractual
arrangement under which NAP customers will lease co-location space with
input from Telcordia, within the Interim NAP facility including:
o Business rules surrounding denial and restoration of service
to NAPA' s co-location customers;
o Detailed service definitions, including billing arrangements,
pricing and discount arrangements;
o Products and service portfolios NAPA shall offer its
customers, and;
o Accounting file interfaces for integrating with NAPA systems.
c) Further, throughout the term of this WS, NAPA must provide:
o Assure access as required by Telcordia to facility preparation
schedules;
o Agreement to commitment dates from the owner of the interim
facility including commitments related to improvements that
may be necessary to the facility;
o Access to NAPA personnel to assist in defining billing,
network and service operations, including the integration with
NAPA accounting systems;
o An interim facility with suitable facility infrastructure
(e.g., power, HVAC, fire suppression, and security) as
determined jointly by NAPA and Telcordia, and;
o Procedures for escalation of network and customer problems to
appropriate NAPA personnel.
d) NAPA shall provide appropriate facilities at NAPA' s sole expense for
Telcordia' s use at the NAPA site, for the sole purpose of providing
NAPA the Services identified in this WS, for the term of this WS,
including but not limited to, work space, desk, telephones with outside
long distance line. workstation/PC with logins and comrriunications
links to NAPA's network, and access to all necessary systems, buildings
and NAPA personnel. Where practical and at no additional direct cost to
Telcordia, Telcordia facilities will be used from time to time.
Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.
4
5. ASSUMPTIONS
In addition to any assumptions specified in the Sections above, Telcordia has
based its estimates for the performance of the Services on the following
assumptions. Changes to these assumptions may change Telcordia's estimates of
the performance of Services, and such changes will be managed in accordance with
Section 9.11 the Master Agreement.
o For the term of this WS, Telcordia requires 24 hour, 7 day a
week access to the interim facility, inclusive of holidays;
o For the term of this WS, Operations support coverage for NOC
operations, help desk and Call Center will be provided seven
(7) days per week, twenty four (24) hours per day, inclusive
of holidays;
o Back-office business systems support ("BSS") will be provided
twelve (12) hours per day, five (5) days per week, exclusive
of holidays;
o Operations support systems ("OSS") and BSS system components
will not be integrated during the term of this WS;
o The number of customers in the Interim NAP is expected to be
no greater than fifteen (25) customers;
o A Port is defined as a physical connection to an Interim NAP
edge device or comparable equipment;
o Forty-five (45) trouble calls per port per year at the Call
Center are anticipated;
o Staffing levels of the Call Center is based on the following:
o 50% of the calls will be resolved by the Call Center
personnel;
o 20% of the calls will be referred to the sales
organization;
o 10% of the calls will be referred to the OSS help
desk in the Data Center, and;
o 20% of the calls will be referred to the BSS help
desk in the Data Center;
o All calls into the Call Center are assumed to be voice only
(no fax/email calls);
o Call Center will provide services for ordering, trouble
ticketing, sales & marketing, and billing;
o Call Center services will not provide interactive voice
response, and;
o Redundant NOC facilities are not provided in the interim
system.
o The processes developed for the Interim NAP shall be
transferable to the permanent NAP.
6. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services on a time and materials basis.
(a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and
Material fee for the Services will be approximately
US$4,100,000.00, ("Estimated Fee"), excluding out of pocket
expenses and materials. The Estimated Fee is non-binding on
Telcordia, Telcordia shall notify NAPA when it reaches
5
eighty-five percent (85%) of the Estimated Fee. Telcordia
shall obtain prior written approval to exceed the Estimated
Fee in the aggregate (fees plus reimbursable expenses).
Telcordia reserves the right to suspend the performance of
Services hereunder and toll the term of this WS until NAPA
approves in writing a revised Estimated Fee, if any.
(b) BILLING: NAPA shall pay Telcordia for the Services on the
following basis:
1) LABOR: All labor shall be reimbursed on an hourly
basis, based on the actual hours incurred multiplied
by the hourly rates as set forth below, which rates
are represented by Telcordia to be the lowest or
equal to the lowest rates charged to any Telcordia
customer for consulting and engineering services
("Preferred Pricing"). The rates set forth below will
not be increased before January 1, 2002, even if
Telcordia increases its Preferred Pricing model. On
or after January 1, 2002, NAPA shall be charged the
then prevailing Preferred Pricing. The table below is
an inclusive rate table and not all job categories
will be used in this WS.
NAP OF THE AMERICAS
-------------------------------------------------------------------------------------------
ROLE NAP OF THE AMERICAS ROLES RATE
--------------------------- ----------------------------------- ---------------------------
GOVERNANCE VP-General Manager $315
--------------------------- ----------------------------------- ---------------------------
Program Manager $242
--------------------------- ----------------------------------- ---------------------------
Project Manager $180
--------------------------- ----------------------------------- ---------------------------
Project Controller $144
--------------------------- ----------------------------------- ---------------------------
Principal $315
--------------------------- ----------------------------------- ---------------------------
CONSULTING Principal Consultant $242
--------------------------- ----------------------------------- ---------------------------
Senior Consultant $180
--------------------------- ----------------------------------- ---------------------------
Consultant $144
--------------------------- ----------------------------------- ---------------------------
Principal $315
--------------------------- ----------------------------------- ---------------------------
ENGINEERING Principal Engineer $242
--------------------------- ----------------------------------- ---------------------------
Senior Engineer $180
--------------------------- ----------------------------------- ---------------------------
Engineer $144
--------------------------- ----------------------------------- ---------------------------
Principal $315
--------------------------- ----------------------------------- ---------------------------
OPERATIONS Operations Manager $242
--------------------------- ----------------------------------- ---------------------------
Systems Administrator $144
--------------------------- ----------------------------------- ---------------------------
Senior Technician $120
--------------------------- ----------------------------------- ---------------------------
Technician $95
--------------------------- ----------------------------------- ---------------------------
Junior Technician $70
--------------------------- ----------------------------------- ---------------------------
Customer Care Representative $70
--------------------------- ----------------------------------- ---------------------------
Provisioning Specialist $95
--------------------------- ----------------------------------- ---------------------------
Billing Specialist $70
--------------------------- ----------------------------------- ---------------------------
SUPPORT Administration Specialist $60
--------------------------- ----------------------------------- ---------------------------
2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall
reimburse Telcordia for all reasonable out-of-pocket
expenses incurred in connection with the Services,
including, but not limited to, travel, lodging,
meals, telephone, all materials purchased by
Telcordia exclusively for use in performing the
Services Telcordia shall bill NAPA for these out of
pocket expenses at cost on a monthly basis.
6
Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.
7. DELIVERABLES
Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties.
DELIVERABLE 1: INITIAL NETWORK OPERATIONS PLAN
One (1) written document describing an initial network operations architecture
plan to perform the necessary operations and business management functions for
the Interim NAP. This document will include high-level network operations
architecture guidelines as well as detailed Interim NAP Network Operations
processes covering specific operations functions that will be performed in the
Interim NAP locations.
DELIVERABLE 2: CUSTOMER CARE METHODS AND PROCEDURES
The M&Ps for customer care will be provided via detailed, written documentation
and will include the following items: service negotiation procedures, service
activation procedures, service assurance procedures and network creation
procedures.
DELIVERABLE 3: BILLING M&PS
The M&Ps for billing will include the production and mailing of monthly invoices
based on information collected regularly from the operation.
DELIVERABLE 4: NETWORK OPERATIONS REPORTS
One (1) monthly written document for each of the following documentation for the
operations support activities:
o Configuration status accounting reports, with a list of each
item in the network and its status, in an electronic format;
o Throughput reports for loading analysis, and;
o Downtime reports.
DELIVERABLE 5: NOC M&PS
One (1) written document describing the NOC methods and procedures for backup
and restoration of key data, trouble and failure escalation and notification as
well as account creation and account maintenance.
7
8. SCHEDULE OF SERVICES
The term of this WS is August 9, 2000 through August 1, 2001.
This WS will commence upon the execution of both parties at the agreed upon
worksite in Miami, and will be in force for the work performance period or as
mutually agreed upon by the parties in writing. The following schedule is
provided for information and planning purposes only until such time as a
detailed project schedule is developed and agreed upon in writing by Telcordia
and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.
--------------------------------------------- ----------------------------------------
MILESTONE DESCRIPTION ESTIMATED DATE
--------------------------------------------- ----------------------------------------
Initial Operations Plan Sept. 19, 2000
--------------------------------------------- ----------------------------------------
Customer Care M&Ps Sept. 30, 200
--------------------------------------------- ----------------------------------------
Billing M&Ps Nov. 30, 2000
--------------------------------------------- ----------------------------------------
Network Operations Reports Monthly beginning Feb. 1, 2001
--------------------------------------------- ----------------------------------------
NOC M&Ps Nov. 30, 2000
--------------------------------------------- ----------------------------------------
Commencement of Interim NAP January 1, 2001
--------------------------------------------- ----------------------------------------
9. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
letcorcila shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.
10. TELCORDIA CONTACTS
TECHNICAL CONTACT ADMINISTRATIVE CONTACT
----------------- ----------------------
Gary D. Schilling Beth Morgan
SAIC Director, Professional Services
10260 Campus Pt. Drive, M/S E2-B 1200 Brickell Avenue, Suite 1200
San Diego, CA 92121 Miami, FL 33131
Telephone: 858-826-9889 Telephone: 305-372-7970
Fax: 858-826-9339 Fax: 305-349-2030
Email: gary.d.shilling@saic.com Email: mmorgan1@telcordia.com
11. OTHER TERMS AND CONDITIONS
a) ACCEPTANCE OF SERVICES
Acceptance of Professional Services shall be deemed to have occurred upon having
performed such Services.
8
The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY: TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By: /s/ BRAIN K. GOODKIND By: /s/ THELINA E. ANDERSEN
----------------------- --------------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
Title: Vice President Title: Senior Contract Manager
Date: 9-1-00 Date: 9/1/00
9
Technologies
Performance from Experience
HARDWARE AND SOFTWARE RENTAL AGREEMENT
AND PROCUREMENT SUPPORT FOR THE NAP OF THE AMERICAS
WORK STATEMENT NO. 0004
CONTRACT NO. 0NAP04
- -------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement, as amended
dated September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide
the following Services under the terms and conditions of the Master Agreement,
as amended and any additional terms contained in this WS.
1. DEFINITIONS
(a) "HARDWARE" means any item of equipment described in this WS to be provided
by Telcordia to NAPA for the fees as set forth herein.
(b) "SOFTWARE" means any software described in this WS to be provided by
Telcordia to NAPA for the fees as set forth herein.
(c) "TELCORDIA PROVIDED HARDWARE AND SOFTWARE" means any hardware and software
provided by Telcordia to support the operation of the Interim NAP. Telcordia
Provided Hardware and Software shall include all components necessary to support
and operate up to fifty (50) peering connections into the Interim NAP. Any
Hardware or Software required to support expansion beyond fifty (50) peering
connections will be provided by NAPA at its sole expense. The Telcordia Provided
Hardware and Software is intended to support the initial operations of the
Interim NAP and includes equipment previously owned by Telcordia as well as
equipment purchased by Telcordia that will be provided to NAPA for a monthly
rental fee as part of this WS. The Telcordia Provided Hardware and Software is
not inclusive of all of the Hardware and Software required to support the
Interim NAP if the volume exceeds fifty (50) peering connections.
2. SCOPE OF SERVICES
As described in this WS, Telcordia shall provide NAPA with services associated
with NAPA's procurement of Hardware and Software ("Services") to be used in the
operation of an Internet Network Access Point ("NAP") called the NAP of the
Americas. The NAP of the Americas will initially be in operation at an interim
facility in Miami ("Interim NAP"). Subsequently, the operation of the NAP of the
Americas will move to its permanent location at the Technology Center of the
Americas in Miami ("Permanent NAP").
a) Interim NAP
For the Interim NAP, Telcordia shall provide the following Services:
o Telcordia shall provide the Telcordia Provided Hardware and Software
and recommend any additional Hardware and Software that should be
procured for of the Interim NAP if the peering volume exceeds fifty
(50) ports. Initial deployment of the Interim NAP is estimated to occur
approximately in December 2000. Telcordia shall be responsible for the
cost of the Telcordia Provided Hardware and Software maintenance
contracts.
o Telcordia shall provide Telcordia Provided Hardware and Software
components necessary for operation of the Interim NAP for up to fifty
(50) peering connections. Any Hardware and Software required to support
expansion beyond fifty (50) peering connections will be provided by
NAPA at its sole expense.
o Telcordia shall provide two (2) Quarterly Bill of Materials that will
describe Telcordia's recommended list of Hardware and Software
necessary for the operation of the Interim NAP during the first and
second quarters of 2001 if the peering volume in the Interim NAP so
requires.
b) Permanent NAP
For the Permanent NAP, Telcordia shall provide the following Services:
o Telcordia shall recommend and identify the Hardware and Software
necessary for deployment in the Permanent NAP in a Quarterly Bill of
Materials. The Hardware and Software Components will be justified based
upon a mutually agreed upon set of business metrics including
forecasted service volumes and provisioning guidelines. Once the
Quarterly Bill of Materials has been agreed to by NAPA, NAPA shall be
responsible for purchasing the Hardware and Software.
o Telcordia will assist NAPA in managing the procurement, delivery,
installation and commissioning process for the Hardware and Software
contained in the Quarterly Bill of Materials.
o Telcordia will assist NAPA in managing Hardware and Software vendor
support contracts and arrange for vendor support and maintenance
services. NAPA is responsible for the cost of Hardware and Software
maintenance contracts from manufacturers as part of the procurement
process for the Hardware and Software.
3. DESCRIPTION OF SERVICES
Telcordia shall perform the following activities:
As described in WS 0002, Telcordia shall deploy the network and operations
environment for the NAP of the Americas in an interim facility which has been
designated by NAPA with Telcordia's assistance.
2
To support the deployment of the Interim NAP, Telcordia shall provide the
following Services:
-- Telcordia shall provide Telcordia Provided Hardware and Software. The
initial deployment of the Interim NAP is estimated to occur in December
2000 and contain approximately fifty (50) peering connections. Any
Hardware and Software required to support expansion beyond fifty (50)
peering connections will be provided by NAPA at its sole expense.
-- Telcordia shall ship, at NAPA's expense, Telcordia Provided Hardware
and Software to the Interim NAP site in Miami, Florida.
-- Telcordia shall provide, for the monthly rental fee set forth below,
the Telcordia Provided Hardware and Software for NAPAs use in the
Interim NAP. At the end of the rental period, Telcordia shall ship, at
NAPAs expense, Telcordia Provided Hardware and Software to Telcordia's
facilities in New Jersey.
-- To support the operation of the Interim NAP beyond the Telcordia
Provided Hardware and Software, which will support up to fifty (50)
peering connections, Telcordia shall provide a Quarterly Bill of
Materials which will contain Telcordia's proposed Hardware and Software
requirements for the operation of the Interim NAP. It is estimated that
two (2) Bill of Materials will be provided by Telcordia for the
operation of the Interim NAP, one (1) Initial Bill of Materials to
support the operation of the Interim NAP during the first quarter of
2001 and one (1) Quarterly Bill of Materials to support the operation
of the Interim NAP during the second quarter of 200l. [
-- Telcordia shall coordinate with the equipment vendors regarding the
delivery schedule the accuracy of Hardware and Software shipments.
-- Telcordia shall arrange for the necessary support from the selected
Hardware and Software manufacturers to support the installation,
configuration, troubleshooting and upgrading of the NAP network. NAPA
is responsible for the cost of support services from the vendors as
part of the procurement process, which support is expected to be paid
for by NAPA as part of the procurement of Hardware and Software, except
for those support services associated with Telcordia Provided Hardware
and Software, which are Telcordia's responsibility.
o To support the operation of the Permanent NAP, Telcordia shall provide
the following Services:
-- Telcordia shall provide a Quarterly Bill of Materials describing the
Hardware and Software that Telcordia recommends for deployment in the
Permanent NAP during the three (3) month term of the Quarterly Bill of
Materials. The Quarterly Bill of Materials shall be substantially in
the form illustrated in Exhibit A and should include information such
as the justification for the expected Hardware and Software
3
requirements, an identification of the Hardware and Software components
recommended by Telcordia and an estimate of Telcordia' s price of the
proposed Hardware and Software components, which shall be no more than
15% above Telcordia's cost. It is estimated that the justification of
the proposed Hardware and Software components will be based upon a set
of business metrics jointly developed and agreed upon by Telcordia and
NAPA. An example of such business metrics is the forecasted customer
volume expected in the Permanent NAP during the three (3) month term of
the Quarterly Bill of Materials.
-- Telcordia shall assist with the coordination of the equipment vendors
regarding the delivery schedule the accuracy of Hardware and Software
shipments.
-- Telcordia shall assist with the arrangement of the necessary support
from the selected Hardware and Software manufacturers to support the
installation, configuration, troubleshooting and upgrading of the NAP
network. NAPA is responsible for arranging for support services from
the vendors as part of the procurement process.
4. NO YEAR 2000 SERVICES
By mutual agreement of the parties, the scope of the Services and Deliverables,
if any, to be provided by Telcordia hereunder does not include any work relating
to the Year 2000 Computer Problem, as defined in SECTION 1.4 of the Master
Agreement, as amended, including, but not limited to, any Year 2000 analyses,
assessment, remediation, testing or any other Services or Deliverables related
to the Year 2000 Computer Problem.
5. NAPA'S RESPONSIBILITIES
a) NAPA shall accept the Telcordia Provided Hardware and Software upon its
delivery. NAPA shall be responsible for any Hardware and Software
required to support an expansion beyond fifty (50) peering connections
in the Interim NAP at its sole expense.
b) NAPA shall review and approve any Quarterly Bill of Materials. NAPA
acknowledges that timely approval of the Quarterly Bill of Materials is
necessary for Telcordia to comply with the Schedule of Services in this
and/or related Work Statements. NAPA shall review and approve the
Quarterly Bill of Materials within five (5) business days of the
submission of the Quarterly Bill of Materials by Telcordia. NAPA
acknowledges that delays in its review and approval of the Quarterly
Bill of Materials can result in schedule delays and/or additional fees,
if any, on the Services that Telcordia is committed to provide as part
of this WS or other WSs associated with the Permanent NAP.
c) NAPA shall provide appropriate facilities at NAPA' s sole expense for
Telcordia's use at the NAPA site, for the sole purpose of providing
NAPA the Services identified in this WS, for the duration of the
Services to be provided under this WS, including but not limited to,
work space, desk, telephones with outside long distance line,
workstation/PC with logins and communications links to NAPA's network
4
and the internet, and prompt access to all necessary systems, buildings
and NAPA personnel. Where practical and at no additional direct cost to
Telcordia, Telcordia facilities will be used from time to time.
d) Upon its approval of the Quarterly Bill of Materials, NAPA shall
procure such Hardware and Software identified in the Quarterly Bill of
Materials (or substantial equivalent, as jointly determined and agreed
upon by NAPA and Telcordia, to that so listed). NAPA will review and
approve the Quarterly Bill of Materials within five (5) business days
of the delivery of the Quarterly Bill of Materials by Telcordia. NAPA
acknowledges that delays in its ordering of the Hardware and Software
components included in the approved Quarterly Bill of Materials can
result in schedule delays of the Services that Telcordia is committed
to provide as part of this WS or other WSs associated with the
Permanent NAP or additional fees, if any.
e) NAPA shall pay for the cost of support services from Hardware and
Software vendors as part of the procurement process.
6. FEES AND PAYMENTS
NAPA shall pay Telcordia on the basis of (i) a time and materials estimate for
the Services, and (ii) a monthly rental fee for the Telcordia Provided Hardware
and Software as described below. The fees will be calculated as follows:
a) ESTIMATED FEES: NAPA shall pay Telcordia the following fees:
1) ESTIMATED AMOUNTS: Telcordia estimates that the time &
materials fee for the Services set forth in SECTION 3 will be
approximately Two Hundred Eighty Two Thousand Dollars
($282,000), excluding out of pocket expenses and materials.
This estimate is not binding. Telcordia shall notify NAPA when
it reaches eighty-five percent (85%) of the Estimated Fee.
Telcordia shall obtain prior written approval to exceed the
Estimated. Telcordia reserves the right to suspend the
performance of Services hereunder and toll the term of this WS
until NAPA approves in writing a revised Estimated Fee, if
any.
2) TELCORDIA PROVIDED HARDWARE AND SOFTWARE RENTAL FEE AMOUNTS:
The monthly rental fee for the Telcordia Provided Hardware and
Software is Thirty Six Thousand Three Hundred Thirty Three
Dollars (US$36,333). This fee is only relevant to Telcordia
Provided Hardware and Software. During the operation of the
Interim NAP, the Telcordia Provided Hardware and Software
shall be available to NAPA at a monthly rental fee of Thirty
Six Thousand Three Hundred Thirty Three Dollars (US$36,333).
NAPA shall have the right to use the Telcordia Provided
Hardware and Software from the date of delivery until the
operation of the Interim NAP is terminated, not to exceed a
twelve (12) month period, or unless otherwise terminated
earlier pursuant to the terms of this WS or by operation of
law.
5
b) BILLING: NAPA shall pay Telcordia for the Services on the following
basis:
1) LABOR: All labor shall be reimbursed on an hourly basis, based
on the actual hours incurred multiplied by the hourly rates as
set forth below. The rates below represent Preferred Pricing
rates as defined in Section 2 of the Master Agreement, as
amended.
----------------------- ------------------------------------ -----------------
ROLE NAP OF THE AMERICAS ROLES RATE
----------------------- ------------------------------------ -----------------
ENGINEERING Principal $315
----------------------- ------------------------------------ -----------------
Principal Engineer $242
----------------------- ------------------------------------ -----------------
Senior Engineer $180
----------------------- ------------------------------------ -----------------
Engineer $144
----------------------- ------------------------------------ -----------------
2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
Telcordia for all reasonable out-of-pocket expenses incurred
in connection with the Services, including, but not limited
to, travel, lodging, meals, telephone, shipping and handling
for Telcordia Provided Hardware and Software to and from
Telcordia Facilities in New Jersey and contracted services
provided by Hardware and Software manufacturers, resellers or
integrators. Telcordia shall bill NAPA for these out of pocket
expenses at cost on a monthly basis.
3) RENTAL FEES: NAPA shall pay Telcordia for the monthly rental
fees described in SECTION 6.A.2). Telcordia will bill NAPA for
rental fees on a monthly basis.
7. DELIVERABLES
Telcordia shall provide the following Deliverables:
DELIVERABLE 1: INITIAL BILL OF MATERIALS FOR THE NAP
One (1) written document in electronic form, describing the Telcordia Provided
Hardware and Software and any additional Hardware and Software components
necessary, if any, that Telcordia proposes for the initial deployment of the
Interim NAP, which deployment is estimated to occur in December 2000.
DELIVERABLE 2: QUARTERLY BILL OF MATERIALS FOR THE NAP
One (1) written document in electronic form, delivered quarterly, describing the
Hardware and Software components that Telcordia proposes to support the
operation of the Permanent NAP for the three (3) month term of the Bill of
Materials. The Quarterly Bill of Materials shall be substantially in the form
illustrated in Exhibit A and should include information such as the
justification for the expected Hardware and Software requirements, an
identification of the Hardware and Software components proposed by Telcordia, an
6
estimate of the cost to Telcordia of the proposed Hardware and Software
components and an estimate of the cost to NAPA for the proposed Hardware and
Software components. It is estimated that the justification of the proposed
Hardware and Software components will be based upon a set of business metrics
jointly developed and agreed upon by Telcordia and NAPA. An example of such
business metrics is the forecasted customer volume expected in the Permanent NAP
during the three (3) month term of the Quarterly Bill of Materials.
8. SCHEDULE OF SERVICES
Services will begin upon execution of this WS and will be completed on or about
December 30, 2001, or as the parties may mutually agreed to in writing.
Telcordia shall rent to NAPA the Telcordia Provided Hardware and Software
beginning November 1, 2000 and ending upon the termination of operation of the
Interim NAP, not to exceed a twelve (12) month period, or unless otherwise
terminated earlier pursuant to the terms of this WS or by operation of law.
9. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide the Services at its Miami and New Jersey facilities, and
at NAPA' s facilities in Miami.
10. CONTACTS
TELCORDIA TECHNICAL CONTACT TELCORDIA ADMINISTRATIVE CONTACT
--------------------------- --------------------------------
Richard Nici Max Figueroa
Director, Broadband Networking and e-Business General Manager
331 Newman Springs Rd. Broadband Networking and e-Business
Red Bank, NJ 07701 331 Newman Springs Rd.
Telephone: 732-758-5447 Red Bank, NJ 07701
Fax: 732-758-4177 Telephone: 732-758-2218
Email: rnici @telcordia.com Fax: 732-758-4177
Email: mfiguero @ telcordia.com
NAPA TECHNICAL CONTACT NAPA ADMINISTRATIVE CONTACT
Telephone: Telephone:
Fax: Fax:
Email: Email:
11. OTHER TERMS AND CONDITIONS
a) ACCEPTANCE
Acceptance of Services shall be deemed to have occurred upon having performed
such Services.
7
b) RIGHT TO USE HARDWARE AND SOFTWARE
Telcordia Provided Hardware and Software (including associated maintenance)
provided by Telcordia under the Right to Use method (i.e., Telcordia retains
title to the Hardware but renders the use of such Hardware for NAPA support on a
monthly basis) shall be paid on a monthly basis as described in SECTION 6. The
Software provided by Telcordia will be bundled with Telcordia Provided Hardware.
The estimated amounts provided in SECTION 6 are based on the Telcordia Provided
Hardware and Software, which shall be identified in the Initial Bill of
Materials.
c) PURCHASE MONEY SECURITY INTEREST
NAPA grants Telcordia a purchase-money security interest in the Telcordia
Provided Hardware and Software to secure NAPA's payment and performance.
Notwithstanding anything herein to the contrary, Telcordia may file a copy of
this Agreement and the applicable Work Statement at any time as a financing
statement for that purpose. NAPA shall execute any instruments or documents that
Telcordia reasonably deems appropriate to protect its security interest in such
Hardware and Software (and proceeds thereof). NAPA warrants that it has not
granted and until the foregoing security interest is released will not grant any
other security interest in such Telcordia Provided Hardware and Software. NAPA
agrees to execute and deliver to Telcordia any necessary financing statements
necessary to document the foregoing security interest. NAPA shall keep such
Telcordia Provided Hardware and Software at the original installation location,
except with written consent from Telcordia and shall not remove same until the
security interest has been released. The Parties agree that Telcordia Provided
Hardware and Software is and shall remain at all times personal property,
regardless of whether it has become or may become attached or affixed to realty.
In the event that NAPA defaults in its obligation to pay the rental fees, or any
other breach by NAPA hereunder, Telcordia shall have all rights and remedies of
a secured creditor upon default in accordance with the governing law as set
forth in Section 9.6 of the Master Agreement, as amended.
d) OWNERSHIP
Title to all Telcordia Provided Hardware and Software under the Right to Use
method defined in Section 11(b) of this WS, excluding any items furnished by
NAPA, shall remain with Telcordia at all times, except that NAPA, at its option,
may give written notice to Telcordia that it elects to purchase such Telcordia
Provided Hardware and Software utilized to provide the right to use services.
Risk of loss and damage with respect to such Telcordia Provided Hardware and
Software shall pass to NAPA upon shipment and shall return to Telcordia upon
return shipment to Telcordia. In the event that NAPA elects to purchase
Telcordia Provided Hardware and Software, Telcordia shall, within thirty (30)
days of receiving such written notice, provide NAPA with a purchase price for
8
the Telcordia Provided Hardware and Software, which purchase price will be
substantially based on the fair market value. After payment in full is received
by Telcordia for the items that NAPA has elected to purchase, Telcordia will
ship such items, if necessary, at NAPA's expense, to a location designated by
NAPA, no later than thirty (30) calendar days after payment has been received.
Title to such Telcordia Provided Hardware shall pass to NAPA upon receipt of the
items so purchased. Title to the Software shall at all times remain with the
publisher of such Software.
e) TERMINATION
1) This WS may be terminated in accordance with Section 10 of the
Master Agreement, as amended.
2) Within thirty (30) days of NAPA' s request, Telcordia shall
provide a fixed quote for all Telcordia Provided Hardware and
Software. NAPA shall have the option of purchasing such
Telcordia Provided Hardware and Software at a price specified
by Telcordia. For items that NAPA chooses to purchase from
Telcordia, upon payment in full of the purchase price,
Telcordia, if necessary, will ship such Telcordia Provided
Hardware and Software to a location designated by NAPA in
Miami, at NAPA' s expense, no later than thirty (30) calendar
days after payment has been received. Title to such Telcordia
Provided Hardware shall pass to NAPA upon full payment and
NAPA's receipt of the items so purchased. Title to the
Software shall at all times remain with the publisher of such
Software.
f) WARRANTY AND ADDITIONAL TERMS
Without limitation in any way under SECTION 7 of the Master Agreement, as
amended, or any other Work Statement related to the NAP of the Americas-Miami
project, the following warranties and additional terms shall also apply to this
WS:
1) HARDWARE AND SOFTWARE: NAPA further acknowledges that
Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND
WHATSOEVER WITH RESPECT TO THE HARDWARE OR SOFTWARE ACQUIRED
BY NAPA OR PROVIDED BY TELCORDIA FOR USE BY NAPA UNDER THIS
WS, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE
MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE; (3) as to the quality or capacity of the
Hardware or Software, the materials in the Hardware or
Software, or workmanship in the Hardware or Software; (4) as
to any latent defects in the Hardware or Software; (5) as to
any patent infringement; and (6) as to the compliance of the
Hardware or Software with any requirements of any law, rule,
specification, or contract pertaining thereto.
2) SOURCE. With regard to Hardware and Software not provided by
Telcordia, NAPA acknowledges that NAPA has selected both (a)
the Hardware and Software listed in the Quarterly Bill of
9
Materials; and (b) if applicable, the supplier named in the
Quarterly Bill of Materials from whom the Hardware and
Software is to be procured by NAPA. In this respect, NAPA
acknowledges that Telcordia is not the manufacturer of the
Hardware or publisher of the Software nor the agent of such
manufacturer or publisher.
3) PROBLEMS WITH HARDWARE OR SOFTWARE. If the Hardware or
Software is not properly installed, does not operate as
represented or warranted by the manufacturer, publisher or the
supplier or is unsatisfactory for any reason, NAPA shall make
a claim on account thereof solely against the supplier,
publisher or manufacturer and shall, nevertheless, pay
Telcordia all fees payable hereunder. As between NAPA and
Telcordia, and only in those instances where the manufacturer,
publisher or supplier has provided any maintenance agreement,
warranty or guaranty of any nature whatsoever applicable to
the Hardware or Software, Telcordia hereby assigns to NAPA
whatever assignable interest Telcordia may have in such
maintenance agreement, warranty or guaranty. The aforesaid
assignment shall not in any way be deemed to limit, negate, or
otherwise affect the disclaimer of warranties contained in the
preceding paragraphs, and Telcordia shall not incur any duties
arising out of any manufacturer's, supplier's or publisher's
warranties or guarantees, except as otherwise expressly set
forth herein. Further, Telcordia shall not incur any liability
whatsoever arising out of any breach of any manufacturer's,
supplier's or publisher's warranties or guarantees applicable
to the Hardware or Software.
4) DELIVERY AND INSPECTION. NAPA will accept the Telcordia
Provided Hardware and Software provided by Telcordia upon its
delivery to the Interim NAP.
5) REPAIRS; USE; ALTERATIONS. Telcordia, at Telcordia's expense,
shall keep the Telcordia Provided Hardware and Software in
good working condition and shall repair and furnish all labor,
parts, mechanisms, and devices required therefor. If at any
time Telcordia is not longer providing the labor and/or
services for operating the NAP, NAPA shall use such Telcordia
Provided Hardware and Software in a careful and lawful manner,
nor shall NAPA make any alterations, additions, or
improvements to such Telcordia Provided Hardware and Software
without Telcordia's prior written consent. All additions,
repairs, replacement parts, accessories, or improvements made
to such Telcordia Provided Hardware and Software, if removed
by any third party other than Telcordia, shall not be removed
without Telcordia's prior written consent.
6) LOSS OR DAMAGE. NAPA shall bear the entire risk of loss,
theft, destruction, or damage of the Hardware provided by
Telcordia or any portion thereof from any cause whatsoever. If
any such Hardware is totally destroyed, the liability of NAPA
10
to pay rent therefor may be discharged by paying Telcordia all
the rent due and to become due thereon, less the net amount of
the recovery, if any, actually received by Telcordia from
insurance or otherwise for such loss or damage. Except as
provided in the preceding sentence, the total or partial
destruction of any such Hardware, or total or partial loss of
use or possession thereof by NAPA, shall not release or
relieve NAPA from the duty to pay the usage fees herein
provided. Telcordia shall not be obligated to undertake, by
litigation or otherwise, the collection of any claim against
any person for loss or damage of such Hardware.
7) INSURANCE. NAPA shall, at NAPA'S own expense, insure the
Hardware provided by Telcordia at all times against all
hazards as requested by Telcordia, including but not limited
to theft, fire, flood or other catastrophe, and extended
coverage insurance, and such policies shall be payable to
Telcordia as Telcordia's interest may appear. This insurance
shall be reasonably satisfactory to Telcordia as to form,
amount, and insurer, and shall provide for at least ten (10)
days written notice of cancellation to Telcordia. Such
insurance policies or certificates thereof shall be delivered
by NAPA to Telcordia before Telcordia will be required to
deliver such Hardware and Software to NAPA. In addition, NAPA
shall, at NAPA's own expense, carry occurrence-type public
liability insurance with respect to such Hardware and the use
thereof in such amounts and with such insurers as are
reasonably satisfactory to Telcordia, and such insurance
policies or certificates thereof shall also name Telcordia as
an insured and loss payee thereunder.
8) NAPA'S TAX AND LIEN OBLIGATION. NAPA shall keep the Hardware
provided by Telcordia free and clear of all levies, liens, and
encumbrances. NAPA shall, in the manner directed by Telcordia:
(a) make and file all declarations and returns in connection
with all charges and taxes (local, state, and federal), which
may now or hereafter be imposed upon or measured by the
ownership, leasing, rental, sale, purchase, possession, or use
of such Hardware, excluding, however, all taxes on or measured
by Telcordia's net income; and (b) pay all such charges and
taxes. In the event that Telcordia shall elect to make and
file any or all declarations and returns in connection with
such charges and taxes to pay them, then NAPA shall reimburse
Telcordia, upon demand of Telcordia, for any and all such
charges and taxes applicable to such Hardware herein provided
by Telcordia to NAPA.
9) ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith
acceptance of a tax exemption certificate does not represent
an assurance that the State will also accept the certificate
as valid at the time of audit review. NAPA is responsible for
any future audit adjustment if the certificate is not
accepted. NAPA agrees to reimburse Telcordia for the amount of
audit adjustment and the aggregate of tax, interest, and
penalty, if a certificate is subsequently denied.
11
10). TELCORDIA'S PERFORMANCE OF NAPA'S OBLIGATIONS. If NAPA fails
to duly and properly perform any of its obligations under this
WS with respect to the Hardware provided by Telcordia,
Telcordia may (at Telcordia's option) perform any act or make
any payment which Telcordia deems necessary for the
maintenance and preservation of such Hardware and Telcordia's
title thereto, including payment for satisfaction of liens,
repairs, taxes, levies, and insurance, and all sums so paid or
incurred by Telcordia, together with interest, and any
reasonable legal fees incurred by Telcordia in connection
therewith, shall be additional rent under this WS and payable
by NAPA to Telcordia on demand. The performance of any act or
payment by Telcordia as aforesaid shall not be deemed a waiver
or release of any obligation or default on the part of NAPA.
11) INDEMNITY. Except for the negligence or willful misconduct of
Telcordia related to the Services provided in this section
and/or any other related Work Statement, (i) NAPA assumes the
risk of liability arising from or pertaining to the
possession, operation, or use of the Hardware provided by
Telcordia; and (ii) NAPA hereby agrees to defend, indemnify
and hold Telcordia harmless from and against any and all
claims, costs, expenses, damages, and liabilities arising from
or pertaining to the use, possession, or operation of such
Hardware.
12) TELCORDIA'S CONSENT TO OFFSET. Without Telcordia's prior
written consent, NAPA shall not (a) assign, transfer, pledge,
hypothecate, or otherwise dispose of this WS, the Hardware
provided by Telcordia, or any interest therein; or (b) sublet
or lend such Hardware or permit it to be used by anyone other
than NAPA or NAPA's employees.
13) TELCORDIA'S ASSIGNMENT. Telcordia may assign this WS and/or
mortgage the Hardware provided by Telcordia, in whole or in
part, without notice to NAPA, however, if NAPA is given notice
of such assignment, NAPA agrees to acknowledge receipt thereof
in writing. Each such assignee and/or mortgagee shall have all
of the rights, but none of the obligations of Telcordia under
this WS. NAPA shall not assert against assignee and/or
mortgagee any defense, counterclaim, or offset that NAPA may
have against Telcordia. Notwithstanding any such assignment,
Telcordia warrants that NAPA shall quietly enjoy use of such
Hardware subject to the terms and conditions of this WS.
Subject to the foregoing, this WS inures to the benefit of and
is binding upon the heirs, legatees, personal representatives,
successors, and assigns of the parties hereto.
14) DEFAULT. If NAPA fails to pay when due any rental payment or
other amount required herein to be paid by NAPA, or if NAPA
makes an assignment for the benefit of creditors, whether
voluntary or involuntary, or if NAPA shall make a bulk
transfer of any of NAPA'S assets, or if NAPA discontinues
NAPA's normal business operation for a period of ten (10) days
or more, or if a petition is filed by or against NAPA under
the bankruptcy laws of the United States, Telcordia shall have
12
the right to exercise any one or more of the following
remedies in order to protect the interest and reasonably
expected profits and bargains of Telcordia:
A. Telcordia may recover from NAPA all rental payments
and other amounts then due and as they shall
thereafter become due hereunder;
B. Telcordia may take possession of any or all items of
the Telcordia Provided Hardware and Software,
wherever these items may be located, without demand
or notice, without any court order or other process
of law, and without liability to NAPA for any damages
occasioned by such taking or possession, and in
removing all such Hardware, Telcordia may, if
permitted by law, use any of NAPA's licenses in
respect to all such Hardware (any such taking or
possession shall not constitute a termination of this
WS);
C. Telcordia may recover from NAPA, with respect to any
and all items of such Hardware and Software that had
been used and maintained as provided in this WS,
provided, however, that upon repossession or
surrender of such Hardware and Software, Telcordia
shall sell, lease, or otherwise dispose of such
Hardware in a commercially reasonable manner with or
without notice, on public or private bid, at
Telcordia's place of business as indicated in this
WS, or at such other place as Telcordia shall
determine, and apply the net proceeds thereof (after
deducting all expenses, including attorneys fees,
incurred in connection therewith) to the sum of
monies due to Telcordia hereunder.
D. Telcordia may pursue any other remedy at law or in
equity.
15) OTHER DEFAULTS. If NAPA fails to perform any of the provisions
under this WS or any other agreement with Telcordia, or if
NAPA makes a bulk transfer of furniture, furnishings,
fixtures, or other equipment or inventory, Telcordia shall
have the right to exercise any remedy available at law or in
equity, including but not limited to seeking damages or
specific performance {and/or} obtaining an injunction.
16) CUMULATIVE RIGHTS. No rights or remedy herein conferred upon
or reserved to Telcordia is exclusive of any right or remedy
herein or by law or equity provided or permitted, but each
shall be cumulative of every other right or remedy given
hereunder or now or hereafter existing at law or in equity or
by statute or otherwise, and may be enforced concurrently
therewith or from time to time, but Telcordia shall not be
13
entitled to recover a greater amount in damages than Telcordia
could have gained by receipt of NAPA's full, timely, and
complete performance of NAPA's obligations pursuant to the
terms of this WS plus accrued expenses and interest.
The parties to this WS agree to the terms of the Master Agreement, as amended
and this WS and further represent that this WS is executed by duly authorized
representatives as of the dates below.
AGREED BY: TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen
------------------------------ --------------------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
---------------------------- --------------------------------
Title: Executive Vice President and Title: Senior Contract Manager
Chief Operating OFficer
----------------------------- -------------------------------
Date: Date: 10-2-00
---------------------------- -------------------------------
By signing below, Terremark Worldwide, Inc. ("Terremark"), represents and
warrants that it is the parent and principal shareholder of NAPA, and
acknowledges and agrees that (i) in the event of any default by NAPA, Terremark
automatically ratifies and confirms this WS and assumes any and all obligations
and liabilities of NAPA hereunder; and (ii) Terremark will defend indemnify and
hold Telcordia harmless from and against any and all claims, causes of action,
settlements, loss, damages and costs arising from or relating to, directly or
indirectly, any act or omission of NAPA. Terremark further acknowledges and
agrees that Terremark's foregoing assumption of NAPA's obligations and
indemnification of Telcordia shall (i) be in addition to, and shall not serve or
operate to foreclose Telcordia from asserting, any and all rights and remedies
Telcordia may have against NAPA at law or in equity; and (ii) permit Telcordia
to seek to enforce any such rights or remedies against Terremark.
RATIFIED, CONFIRMED AND AGREED BY:
TERREMARK WORLD WIDE, INC.
By: /s/ Brian K. Goodkind
---------------------------------
Name: Brian K. Goodkind
---------------------------------
Title: Executive Vice President & COO
---------------------------------
Date:
---------------------------------
14
EXHIBIT A
SAMPLE QUARTERLY BILL OF MATERIALS
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
Quantity Product Product Description Estimated Manufacturer's List Estimated Price to NAPA
Number Telcordia Cost Price
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
3 Foundry BigIron 4 Slot Layer 2/3 switch with $ $ $
4000 RSP and 4-port Gigabit Ethernet
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
3 Foundry B4P155-MM 4-port Packet over SONET OC3 $ $ $
interface card.
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
3 Foundry B&G 8-port Gigabit Interface Card $ $ $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
3 Foundry B24E 24-Port 10/100 TX Interface Card $ $ $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
3 Foundry RSP3 Redundant Power Supply $ $ $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
4 Foundry NI800-4 NetIron 800 with RSP and 4-port $ $ $
Gigabit Ethernet Interface Card
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
6 Foundry B&G 8-port Gigabit Ethernet Card $ $ $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
4 Foundry B24E 24-port 10/100 TX Interface Card $ $ $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
6 Foundry RSP3 Redundant Power Supply $ $ $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
4 Foundry NI8 NI8 Maintenance Cards $ $ $
- ------------------------------------------------------------ --------------- -------------------- -------------------------
Total $ $ $
- ------------------------------------------------------------ --------------- -------------------- -------------------------
- ---------------------------------------------------------------------------------------------------------------------------
CAPITAL PROGRAM JUSTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------
NOTE: Justification of the capital program is intended to be based on business metrics to be developed jointly by Telcordia
and NAPA. The specific business metrics and their associated values would be included in this table.
- ---------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL - RESTRICTED ACCESS
TELCORDIA TECHNOLOGIES
|
-----------------------
Performance from Experience
SCOPE CHANGE CONTROL FORM
This Scope Change No. 0NAP04-1 ("Scope Change") amends the Work Statement,
Contract No. 0NAP04, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 12
day of April, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change: Rate Table Amendment
2. Date of Scope Change: April 12, 2001
3. Originator of Scope Change: Max Figueroa
4. Reason for the Scope Change: Add rate for Associate Engineer
5. Details of the Scope Change (including any specifications):
The rate table under Section FEES AND PAYMENTS shall be
amended to add a role of Associate Engineer at a rate of
$l20/hour.
6. Implementation timetable of the Scope Change: Upon execution
of this Change Order.
7. Additional fees or refund, if any, of the Scope Change: N/A
8. Impact of the Scope Change on other aspects of the Schedule,
including but not limited to, the overall payment schedule,
contractual provisions, and Deliverable schedules: N/A
9. Other Comments: N/A
The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective authorized representatives in accordance with each parties'
established corporate policy. The parties to this Scope Change further agree
that any terms of the Agreement or Work Statement modified or amended by this
Scope Change shall be applicable only for the limited purposes of this Scope
Change, and any terms and conditions of the Agreement or Work Statement not
modified hereby shall remain unchanged and in full force and effect.
AGREED BY:
NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN
------------------------ -------------------------
Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN
---------------------------- ------------------------
Title: CHIEF OPERATING OFFICER Title: SENIOR CONTRACT MANAGER
---------------------------- ------------------------
Date: 4/13/01 Date: 4/13/01
---------------------------- -----------------------
TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having a need
to know within Telcordia and NAPA, except
with written permission of Telcordia.
MARKET STRATEGY AND
BUSINESS OPERATIONS DESIGN FOR THE NAP OF THE AMERICAS
WORK STATEMENT NO. 0005
- -------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement dated November
16, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a
wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services
under the terms and conditions of the Master Agreement and any additional terms
contained in this WS.
SCOPE OF SERVICES
As described in this WS, Telcordia shall provide Professional Services
associated with developing the Market Strategy and Business Operations Design
("Services") which will establish and manage the NAP of the Americas in Miami.
In the balance of this document, "Telcordia" shall be understood to mean
activities performed by either Telcordia or its parent company, SAIC, or both.
This WS will outline the Services Telcordia shall provide related to the market
strategy and business operations involved in the formation of the NAPA. These
Services shall include:
o Market Strategy and Services Development
o Tactical Marketing Development
o Process Development
o Financial Modeling
1. DESCRIPTION OF SERVICES
Telcordia shall perform the following activities:
A. MARKET STRATEGY AND SERVICES DEVELOPMENT
In order to begin offering basic services to the customers of the NAP of the
Americas ("NAP Customers"), assumptions have been made as to the initial core
services that would meet NAP Customers' needs. The following core services have
been identified and will be offered initially. In support of this planning
assumption, market strategy and additional service definition work will be
undertaken, as outlined herein.
The core basic services that will initially be offered to NAP Customers are:
o Basic Public Peering Services which provides a connection to the NAP
network supporting public peering and route arbitration services.
o Basic Private Peering Services which provides a connection between NAP
Customers.
o Basic Collocation Services which provides for the rental of space
within the NAP facility.
o Equipment Monitoring which provides for the monitoring of the customer
equipment in the co-location space.
Building on these core services, the business analysis work proposed herein for
the NAP of the Americas will provide recommendations on services, features and
pricing. Leveraging market research, Telcordia and Terremark will jointly
identify value added services which are most likely to meet the needs of the NAP
of the Americas. These services will be rank ordered and evaluated in
conjunction with Terremark. Potential prices, mix of services and services
partners will be determined on an as needed basis. The Deliverables from this
part of the project consist of an analysis of demand, pricing and competitors,
resulting in a short-term market strategy.
Telcordia shall define and evaluate two (2) to three (3) alternative service
models (wholesale, retail or a combination of wholesale/retail) for the
Permanent NAP, with the goal of optimizing the balance among several key
variables, for example, the value proposition for potential customers and the
pros and cons of providing different services either directly by the NAP or
indirectly, through partnerships, alliances or resale arrangements. The analysis
shall consist of:
o With concurrence of Terremark, analysis of up to five (5) potential
customer types in order to identify their preferred service needs and
the service characteristics that present an attractive value
proposition for them. The customer types will consist of global and
regional carriers, Internet service providers ("ISPs"), and possibly
intermediaries such as web hosting and application hosting companies or
enterprise customers.
o Analysis of service offerings that are available today from up to ten
(10) competitors. In addition, the analysis will include future
services that may be expected in the future based on competitors'
current announcements about their investments and their business
partnerships/alliances.
o Identification and analysis of services to be offered at the NAP with a
time line and cost benefit analysis taking account of the
infrastructure and software systems required to support these services.
o A composite analysis of services mapped to customer segments taking
account of competitors' behavior.
o Value added service descriptions for NAP Services.
Telcordia shall assist in developing a market strategy for a set of primary and
ancillary services that may be provided directly at the NAP, remotely, or that
may be provided to intermediaries for their customers. This aspect of this WS
will be to develop primary and ancillary services that will potentially be
offered at the Interim NAP and those offered at the Permanent NAP.
Telcordia shall perform the following activities, organized in two phases:
2
PHASE 1: SHORT-TERM MARKET STRATEGY FOR THE CORE/PRIMARY SERVICES
o Identify the primary connectivity services and estimate the traffic
levels necessary for the NAP to get started.
o Create an analytical framework for the market strategy with NAP
services defined at different levels of functionality from simple
interconnection to all the state-of-the-art capabilities and features
needed to attract multiple backbone providers to combine their public
and private peering at NAP of the Americas.
o Develop the dimensions of the competition the NAP of the Americas faces
from other players.
o Create preliminary value propositions for the different types of
potential NAP of the Americas customers, such as carriers & service
providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs). This
will involve a mapping of potential customers to the services they
value and analysis of benefits of NAP of the Americas relative to their
current suppliers.
o Create a mapping from potential clients to likely traffic levels for
attracting "anchor tenants" and other tenants.
PHASE 2: MID-TERM MARKET STRATEGY
It is assumed that a carrier-neutral strategy for NAP of the Americas will be
adopted to create an infrastructure that will enable the NAP Miami users to
provide different value-added services, such as web hosting, caching, content
delivery, storage, voice over IP, etc., to their customers. Careful
consideration will be given to the NAPA to ensure that it is complimentary to
and not unnecessarily competitive with its customer base.
The mid-term market strategy analysis will include an evaluation of potential
services, functionality and competitor's services and models. The preliminary
analysis of value propositions from Phase 1 will be completed in Phase 2 to
determine the additional services and functionality needed for NAP of the
Americas to attract different types of potential customers considering the
opportunities to leverage early commitments of the customer base and the key
risk factors. This work will consider business models for neutral services that
can be provided directly to tenants of the NAP, such as, share hands, network
security, network back up and storage, web hosting, caching, performance
monitoring and reporting, etc. The work activities will be as follows:
o Validate the belief that interconnection at NAP of the Americas can
generate significant savings in transport cost for regional carriers
and ISPs. Identify functionality requirements of web
hosting/co-location companies.
o Identify functionality requirement for enterprise customers.
3
o Identify additional functionality such as higher levels of reliability,
security, scalability and customer care required for NAP of the
Americas to differentiate itself from interconnection service providers
like Equinix. InterNAP, Savvis, SDFC and Colo.com.
o Analyze value-added services for example, caching, security, storage
and disaster recovery services.
o Analyze the content delivery service business and incentives required
to attract Hispanic-focused ISPs to the NAP of the Americas.
o Analyze new service offerings announced by competitors on an on-going
basis.
o Analyze likely future offerings based on competitors' announcements
about their investments and their business partnerships/alliances.
o Identify managed services and third-party providers that can deploy in
partnership or reseller arrangements with Terremark.
o Develop recommendations regarding business partnerships/revenue-sharing
arrangements with Best-of-Breed players for the NAP of the Americas to
differentiate its value-added service offerings.
o Review the capabilities of the supporting NAP of the Americas
operations infrastructure and network operations center to determine if
these internal support mechanisms could be leveraged to provide
external value added services. For example, on going monitoring
services for third party equipment.
B. TACTICAL MARKETING DEVELOPMENT
Telcordia shall assist NAP of the Americas with their marketing efforts in
supplying on-going technical resources that will be available to the sales force
to assist with market development, product planning, presentation preparation,
customer meetings, customer inquiries and technical sales support for the
duration of this work statement.
C. PROCESS DEVELOPMENT
Telcordia shall develop and document process flows for the Marketing and Sales
Process and shall coordinate interface points with the processes being handled
via the BSS/OSS Service Bureau in San Diego. These interface points will be
designed and documented to facilitate flow-through of customer orders throughout
all of the critical business processes at a high level (service activation and
provisioning, service assurance and maintenance and customer care and billing).
It is assumed that these critical processes will be managed at the BSS/OSS
Service Bureau in San Diego.
Telcordia process consultants shall also work with appropriate NAPA staff to
review and approve all of the processes that will be utilized at the BSS/OSS
Service Bureau in San Diego. Telcordia process consultants shall also evaluate
the documented processes and identify any business processes that may not be
4
fully developed and/or adequately documented. Telcordia shall produce a report
of these gaps and develop a plan to close any process gaps identified. Telcordia
shall implement this plan to close any identified process gaps.
D. FINANCIAL MODELING
Telcordia, in conjunction with the Market Strategy consultants, shall conduct
analyses to determine the expected cash flow for NAPA. Inputs to the financial
analysis are described below. The result will be a financial analysis
encompassing discounted cash flow, expected payback period and rate of return
for the given strategic direction over a three to five year planning period.
1. Revenue Projections: Telcordia shall work with NAPA to develop
projections for the potential revenues associated with each service
identified by the Market Strategy group. Market strategy, service
portfolio and other economic factors will be used as input to these
revenue projections.
2. Investment Projections: Telcordia shall work with NAPA or other
appropriate resources to determine the investments required to support
the services.
3. Expense Projections: Telcordia will work with NAPA or other appropriate
resources to develop the network and operational expenses that can be
expected in support of these services.
4. Sensitivity Analysis: Telcordia shall develop a sensitivity analysis to
assess the critical factors driving the value of the opportunity and
impacts of uncertainties.
2. NO YEAR 2000 SERVICES
By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.
3. NAPA RESPONSIBILITIES
a) NAPA shall provide Telcordia with a single point of contact empowered
to make decisions related to the Services within one (1) week of
contract execution.
b) NAPA shall provide appropriate facilities at NAPA's sole expense for
Telcordia's use at the NAPA site, for the sole purpose of providing
NAPA the Services identified in this WS, for the term of this WS,
including but not limited to, work space, desk, telephones with outside
long distance line, workstation/PC with logins and communications links
to NAPA's network, and access to all necessary systems, buildings and
NAPA personnel. Where practical and at no additional direct cost to
Telcordia, Telcordia facilities will be used from time to time.
5
Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.
4. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.
a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee
for the Services will be approximately US$1,700,000 ("Estimated Fee"),
excluding out of pocket expenses and materials. The Estimated Fee is
non-binding on Telcordia; Telcordia shall notify NAPA when it reaches
eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain
prior written approval to exceed the Estimated Fee in the aggregate
(fees plus reimbursable expenses). Telcordia reserves the right to
suspend the performance of Services hereunder and toll the term of this
WS until NAPA approves in writing a revised Estimated Fee, if any.
b) BILLING: NAPA shall pay Telcordia for the Services on the following
basis:
1) LABOR: All labor shall be reimbursed on an hourly basis, based
on the actual hours incurred multiplied by the hourly rates as
set forth below. The rates below represent Preferred Pricing
rates as defined in Section 2 of the Master Agreement, as
amended. The table below is an inclusive rate table and not
all job categories will be used in this WS.
6
NAP of the Americas
- ---------------------------------------- --------------------------------------------- ---------------
ROLE NAP OF THE AMERICAS ROLES RATE
- ---------------------------------------- --------------------------------------------- ---------------
Governance VP-General Manager $315
- ---------------------------------------- --------------------------------------------- ---------------
Program Manager $242
- ---------------------------------------- --------------------------------------------- ---------------
Project Manager $180
- ---------------------------------------- --------------------------------------------- ---------------
Project Controller $144
- ---------------------------------------- --------------------------------------------- ---------------
Principal $315
- ---------------------------------------- --------------------------------------------- ---------------
Consulting Principal Consultant $242
- ---------------------------------------- --------------------------------------------- ---------------
Senior Consultant $180
- ---------------------------------------- --------------------------------------------- ---------------
Consultant $144
- ---------------------------------------- --------------------------------------------- ---------------
Principal $315
- ---------------------------------------- --------------------------------------------- ---------------
Engineering Principal Engineer $242
- ---------------------------------------- --------------------------------------------- ---------------
Senior Engineer $180
- ---------------------------------------- --------------------------------------------- ---------------
Engineer $144
- ---------------------------------------- --------------------------------------------- ---------------
Principal $315
- ---------------------------------------- --------------------------------------------- ---------------
Operations Operations Manager $242
- ---------------------------------------- --------------------------------------------- ---------------
Systems Administrator $144
- ---------------------------------------- --------------------------------------------- ---------------
Senior Technician $120
- ---------------------------------------- --------------------------------------------- ---------------
Technician $95
- ---------------------------------------- --------------------------------------------- ---------------
Junior Technician $70
- ---------------------------------------- --------------------------------------------- ---------------
Customer Care Representative $70
- ---------------------------------------- --------------------------------------------- ---------------
Provisioning Specialist $95
- ---------------------------------------- --------------------------------------------- ---------------
Billing Specialist $70
- ---------------------------------------- --------------------------------------------- ---------------
Support Administration Specialist $60
- ---------------------------------------- --------------------------------------------- ---------------
2) Other Direct Costs and Materials: NAPA shall reimburse
Telcordia for all reasonable out-of-pocket expenses incurred
in connection with the Services, including, but not limited
to, travel, lodging, meals, telephone, all materials purchased
by Telcordia exclusively for use in performing the Services.
Telcordia shall bill NAPA for these out of pocket expenses at
cost on a monthly basis.
Telcordia shall bill NAPA on a monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.
5. DELIVERABLES
Telcordia shall provide the following Deliverables. Telcordia shall provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties:
DELIVERABLE 1: SHORT-TERM MARKET STRATEGY FOR CORE PRIMARY SERVICES
o Report on preliminary value propositions for the different types of
potential NAP of the Americas customers, such as carriers & service
providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs,). This will
involve a mapping of potential customers to the services they value and
analysis of benefits of NAP of the Americas relative to their current
suppliers.
7
DELIVERABLE 2: MID-TERM MARKET STRATEGY
o On-going analysis of new service offerings announced by competitors and
identification of additional functionality such as higher levels of
reliability, security, scalability and customer care required for the NAPA
to differentiate itself from others. These analyses will lead to a report
with recommendations regarding potential partnerships or arrangements with
best of breed players for NAPA to differentiate its value added service
offerings. Telcordia will provide an interim report by January 31, 2001
focused on simpler services which could be more quickly deployed by the NAP
of the Americas.
DELIVERABLE 3: PROCESS DEVELOPMENT
o Assist in the design and documentation of the Marketing and Sales Process
for NAPA in Microsoft PowerPoint(R)or Visio(R)format
o Design and document interface points to the processes under development at
the BSS/OSS Service Bureau in San Diego
o Identify and document any processes that may not be fully developed and
documented and produce a report of these gaps
o Develop a plan to close any process gaps identified
o Implement the plan to close any identified process gaps
DELIVERABLE 4: FINANCIAL MODELING
o A financial analysis report in Microsoft PowerPoint(R) including Revenue
Projections, Investment Projections, Expense Projections, and a Sensitivity
Analysis
6. SCHEDULE OF SERVICES
The term of this WS is September 1, 2000 through December 31, 2001.
This WS will commence upon the execution of both parties at the agreed upon
worksite in Miami, and will be in force for the work performance period or as
mutually agreed upon by the parties in writing. The following schedule is
provided for information and planning purposes only until such time as a
detailed project schedule is developed and agreed upon in writing by Telcordia
and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.
8
- ------------------------------------------------------------------------- --------------------------------------------
MILESTONE DESCRIPTION ESTIMATED DATE
- ------------------------------------------------------------------------- --------------------------------------------
MARKET STRATEGY MILESTONES
- ------------------------------------------------------------------------- --------------------------------------------
Short-term Market Strategy January 5, 2001
- ------------------------------------------------------------------------- --------------------------------------------
Mid-term Market Strategy On-going for term of this WS Interim
report - January 31, 2001
- ------------------------------------------------------------------------- --------------------------------------------
TACTICAL MARKETING DEVELOPMENT On-going for term of this WS
- ------------------------------------------------------------------------- --------------------------------------------
BUSINESS PROCESS MILESTONES
- ------------------------------------------------------------------------- --------------------------------------------
Design and document the Marketing and Sales Process for NAPA November 17, 2000
- ------------------------------------------------------------------------- --------------------------------------------
Design and document interface points to BSS/OSS Service Bureau in San December 1, 2000
Diego
- ------------------------------------------------------------------------- --------------------------------------------
Complete Gap Analysis December 1, 2000
- ------------------------------------------------------------------------- --------------------------------------------
Plan to close Process Gaps developed December 8, 2000
- ------------------------------------------------------------------------- --------------------------------------------
Plan to close Process Gaps implemented December 29, 2000
- ------------------------------------------------------------------------- --------------------------------------------
FINANCIAL ANALYSIS MILESTONE
- ------------------------------------------------------------------------- --------------------------------------------
Financial Analysis Report On-going for term of this WS
- ------------------------------------------------------------------------- --------------------------------------------
7. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.
8. TELCORDIA CONTACTS
TECHNICAL CONTACT ADMINISTRATIVE CONTACT
----------------- ----------------------
Janice Dahiquist Beth Morgan
Sr. Consultant., Professional Services Director, Professional Services
1200 Brickell Avenue, Suite 1200 1200 Brickell Avenue, Suite 1200
Miami, FL 33131 Miami, FL 33131
Telephone: 305-372-7974 Telephone: 305-372-7970
Fax: 305-349-2030 Fax: 305-349-2030
Email: jdahlqui@ telcordia.com Email: Mmorganl@telcorclia.com
9. TERREMARK CONTACTS
ADMINISTRATIVE CONTACT
Brian Goodkind
Executive Vice President & Chief Operating Officer
Terremark Worldwide, Inc.
2601 S. Bayshore Drive, 9th Floor
Coconut Grove, Florida 33133
Telephone: 305-860-7829
Fax: 305-856-0252
Email: bgoodkind@terremark.com
9
10. OTHER TERMS AND CONDITIONS
a) Acceptance of Services
Acceptance of Services shall be deemed to have occurred upon having
performed such Services.
The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY: TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN
--------------------------- -----------------------------
Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN
--------------------------- -----------------------------
Title: Executive Vice President & Title: Senior Contract Manager
Chief Operating Officer
--------------------------- -----------------------------
Date: 11-16-00 Date: 11-29-00
--------------------------- -----------------------------
10
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Telcordia
Technologies
|------------------------
PERFORMANCE FROM EXPERIENCE
BSS/OSS OPERATIONAL SUPPORT FOR INTERIM NAP
WORK STATEMENT NO. 0006
CONTRACT NO. 1NAP06
- -------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement, as amended
dated August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc.,
(`~NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement ("MA")
and any additional terms contained in this WS.
1. SCOPE OF SERVICES
As described in this WS, Telcordia shall provide Professional Services and
Service Bureau Services associated with operation of an Internet Network Access
Point ("NAP") network called the NAP of' the Americas Miami at an interim
location in Miami ("Interim NAP"). For operation of the Network Operations
Center ("NOC"), Telcordia shall be using the services of its parent company,
Science Applications International Corporation, Inc. ("SAIC"). As described in
this WS, SAIC shall provide the Services necessary to set up a pre-defined suite
of Business Support Systems / Operations Support Systems ("BSS/OSS")
applications to operate in the data center in SAIC facilities in San Diego,
California ("Data Center") to support the NAP of the Americas business
specifications, during the period of time the Interim NAP is functioning. In the
balance of this document, "Telcordia" shall be understood to mean activities
performed by either SAIC, Telcordia, or both.
Telcordia shall provide Professional Services in support of the following
service offerings to carriers by NAP of the Americas:
o Public peering
o Private peering
o Co-location
o Equipment
o Management services for customer equipment and facilities
o Service level monitoring for private peering
CONFIDENTIAL -- RESTRICTED ACCESS
o Internet access
o Per port firewalls
o Server health monitoring
o Device level monitoring
o Custom solutions involving premise wiring
Telcordia shall provide the following services from the San Diego Data Center:
o Interface to Billing -- provided by BSS;
o Call Center -- provided by BSS, and;
o Network Operations Center -- provided by OSS.
Telcordia shall also provide the development, deployment and operation of the
security system for the interim NAP.
2. DESCRIPTION OF SERVICES
2.1. BILLING (RAPIDAPPS(TM)SERVICE BUREAU)
o Telcordia shall gather the following information on
an ongoing basis during the term of this WS as NAP
services are activated for NAPA customers:
o Customer profiles, as contained in service
orders or via the call center;
o Service activation dates; and
o Other service data, as required.
2.2. CALL CENTER (RAPIDAPPS(TM)SERVICE BUREAU)
The call center shall provide the first level of customer
contact for the following communications as prescribed by the
M&Ps developed in WS-0003:
o Sales orders -- shall be directed to the NOC;
o Sales & marketing contacts -- shall be directed to
Telcordia or NAPA sales and marketing offices, as
directed by NAPA;
o Trouble reports -- shall be directed to the NOC, and;
2
CONFIDENTIAL -- RESTRICTED ACCESS
o Billing questions -- Shall be directed to Terremark.
Incoming calls shall be processed by automated call
distribution ("ACD") equipment and manned twenty-four (24)
hours per day seven (7) days per week, inclusive of holidays,
along with operator support.
2.3. NETWORK OPERATIONS CENTER (RAPIDAPPS(TM)SERVICE BUREAU)
The NOC shall provide the following services as prescribed by
the M&Ps developed in WS-0003:
o Interim NAP equipment monitoring -- The NOC shall
monitor equipment of the Interim NAP to identify
problems, initiating corrective action as required.
This includes all equipment directly connected to the
NAP, including customer owned equipment. For customer
equipment directly monitored by the customer's
management control center, the customer
o must relay the equipment status to the NOC in order
for the NOC to be able to recognize and diagnose any
problem with any equipment or circuit connected to
the NAP.
o Customer co-located equipment monitoring -- The NOC
shall optionally monitor customer equipment located
in the Interim NAP facility not directly connected to
the NAP but engaged in private peering connections at
an additional cost to NAPA. This equipment must be
configured in accordance with the requirements of the
service description for co-located equipment. This is
an optional service the customer can request to be
performed; an additional fee will be charged for this
service. If problems are detected by the NOC,
corrective action shall be initiated as required.
o Customer remotely located equipment monitoring -- The
NOC shall optionally monitor customer equipment not
located in the Interim NAP facility and engaged in
private peering connections within the Interim NAP
facility at an additional cost to NAPA. This
equipment must be configured in accordance with the
requirements of the service descriptions. This is an
optional service the customer can request to be
performed, an additional fee will be charged for this
service. If problems are detected by the NOC,
corrective action shall be initiated as required.
o Order processing -- The NOC shall process orders for
public peering and private peering as prescribed by
the M&Ps developed in WS-0003, including new orders,
changed orders, and service cancellations. This
process includes the following actions:
o Develop customer and network databases
associated with the order;
3
CONFIDENTIAL -- RESTRICTED ACCESS
o Schedule all functions associated with the
new order;
o Initiate equipment and circuit procurements
as required;
o Allocate Interim NAP equipment and circuit
resources as required;
o Initiate on site Interim NAP operational
work,
o Provision equipment as required;
o Conduct service assurance;
o Communicate and coordinate service turn on
with the customer, and;
o Communicate necessary information to the BSS
for billing actions requested.
o Interim NAP Maintenance - The NOC shall perform
normal maintenance on the Interim NAP infrastructure,
to include testing of all changes and upgrades.
2.4. INFORMATION SECURITY (TIME & MATERIAL SERVICES)
Telcordia shall refine and confirm M&Ps and implement security
provisions not covered by internal NAP security provisions and
physical security as follows:
STAGE 1 - PLAN
Network Security Monitoring Strategic Planning --
Telcordia shall provide planning in the area of
Security Operations Center and Technical Call Center
Support. This planning shall include: strategic
security planning, security monitoring (e.g.,
firewall management, VPN Services, intrusion
detection).
STAGE 2 - DESIGN
Network Security Monitoring Architecture Support --
Telcordia shall provide architecture support in the
area of Security Operations Center and Technical Call
Center Support. This support shall include: network
security monitoring (e.g., access control, firewall
management, VPN Services, intrusion detection),
network security architecture and pre-operational
testing. Telcordia may provide support in the
development of software as needed to implement
security-relevant applications, specialized operating
system modification, smart card integration, etc. as
directed. This architecture support shall include
interface/integration with other network and
operational elements, such. as the Foundry security
layer services.
4
CONFIDENTIAL -- RESTRICTED ACCESS
NETWORK SECURITY MONITORING PROCESS AND PROCEDURES --
Telcordia shall provide support in the development
and review/evaluation of network security monitoring
policies and procedures as necessary. Telcordia shall
support the development of Security Test Plans, which
shall describe the types, scope, objectives,
schedule, and test criteria. Telcordia shall also
produce security test reports, detailing the results,
architectural impacts and recommendations for future
development and/or follow-on testing.
SECURITY POLICY/PROCEDURES DEVELOPMENT/ANALYSIS
(INCLUDING DISASTER RECOVERY OF BUSINESS CONTINUITY
PLANNING) -- Telcordia shall provide support in the
development and review/evaluation of security
policies and procedures, Disaster Recovery
Planning/Business Continuity.
STAGE 3 - DEPLOY
INITIAL SECURITY TRAINING/PREPAREDNESS OF PERSONNEL
-- Telcordia shall support information technology
security awareness and deliver site-specific
preparedness training in the areas of prevention,
reporting, mitigation, and escalation. A broad-based
tailored program shall be provided on site for
operating staff personnel.
INFORMATION SECURITY ASSESSMENTS -- Telcordia shall
provide a comprehensive independent information
security assessment (ISA) including internal and
external network penetration testing, on-site
facilities assessment, staff interviews, review of
existing policies and procedures and operational
environment. This includes an initial assessment at
the initiation of operations and a follow-up
assessment at the 4-6 month point of operations, as
appropriate.
DISASTER RECOVERY/BUSINESS CONTINUITY TESTING -
Telcordia shall create operational procedures and
processes associated with Disaster Recovery/Business
Continuity and shall perform testing and evaluation
of their completeness.
FIREWALL CONFIGURATION/INSTALLATION/TESTING -
Telcordia shall configure, at the Managed Network
Service Center ("MNSC"), a Firewall containing a
tailored customer configuration policy. Telcordia
shall install the Firewall at the Interim NAP
facility and execute acceptance testing for
transition to remote monitoring at the MNSC. Firewall
configuration/installation testing is a per firewall
requirement and is based on client specific
requirements. Any colocation customer firewall
configuration/installation/testing will be performed
for an additional fee.
5
CONFIDENTIAL -- RESTRICTED ACCESS
3. DELETED
4. NAPA RESPONSIBILITIES
NAPA's responsibility is to provide operational interface support to the billing
operations conducted by the BSS.
Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.
5. ASSUMPTIONS
In addition to any assumptions specified in the Sections above, Telcordia has
based its estimates for the performance of the Services on the following
assumptions. Changes to these assumptions may change Telcordia's estimates of
the performance of Services, and such changes shall be managed in accordance
with Section 13 of the Master Agreement, as amended.
o For the term of this WS, Telcordia requires 24 hour, 7 day a
week unescorted access to the interim facility, inclusive of
holidays;
o For the term of this WS, Operations support coverage for NOC
operations, help desk and Call Center shall be provided seven
(7) days per week, twenty four (24) hours per day, inclusive
of holidays;
o Back-office business systems support (BSS) shall be provided
twelve (12) hours per day, five (5) days per week, exclusive
of holidays;
o Operations support systems (OSS) and BSS system components
shall not be integrated during the term of this WS;
o Service Center support is on a partial basis during December
2000, as this month represents the period of integration
testing and controlled customer introduction. Full service
center support as described in this WS is provided for the
period January -- June 2001. Service Center support is on a
partial basis during July 2001, as this month represents the
period of transition of services from the Interim NAP to the
Permanent NAP.
o The number of customers in the Interim NAP is expected to be
no greater than fifty (50) customers;
o The number of monitored network elements shall not exceed
fifty (50);
o A Port is defined as a physical connection to an Interim NAP
edge device or comparable equipment;
o No more than an average of forty-five (45) trouble calls per
port per year at the Call Center are anticipated;
6
CONFIDENTIAL -- RESTRICTED ACCESS
o All calls into the Call Center are assumed to be voice only
(no fax/email calls);
o Call Center shall provide ACD for ordering, trouble ticketing,
sales & marketing, and billing;
o Call Center services shall not provide interactive voice
response, and;
o Redundant NOC facilities are not provided in the interim
system, outside of those facilities located in the interim
facility itself.
o Security monitoring includes NAP only. Firewall and intrusion
detection setup and monitoring for collocation customers is not
included in this WS and will be billed on a volume basis.
6. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services on a time and materials and fee for
service basis as follows:
1) ESTIMATED AMOUNTS: Telcordia estimates that the Time and
Material fee for the Services detailed in Section 2.4 of this
WS shall be approximately $520,000, excluding out of pocket
expenses and materials. This estimate is not binding.
Telcordia shall notify NAPA when it reaches eighty-five
percent (85%) of the Estimated Fee. Telcordia shall obtain
prior written approval to exceed the Estimated Fee. Telcordia
reserves the right to suspend the performance of Services
hereunder and toll the term of this WS until NAPA approves in
writing a revised Estimated Fee, if any.
2) FIXED FEE: The fixed fee for Rapid Apps(TM) Service Bureau
operations detailed in Sections 2.1, 2.2 and 2.3 of this WS
shall total $340,000. Service Center fees are based on the
assumptions in Section 5 of this WS for the projected activity
in the interim NAP facility. The total Service Center fees for
the duration of this WS are $340,000. This is a fixed price.
This pricing is based on not exceeding the projected activity
assumptions of paragraph 5. If ramp up and operations volume
exceeds the projected activity assumptions of paragraph 5, we
will revisit the fixed fee for Service Bureau operations.
7
CONFIDENTIAL -- RESTRICTED ACCESS
3) BILLING: NAPA shall pay Telcordia for the Services on the
following bases:
a. Fixed Fee Services: Telcordia shall invoice NAPA for
the fixed fee services detailed in Sections 2.1, 2.2,
and 2.3 of this WS in accordance with the following
schedule:
December 2000 $ 30,000
January 2001 $ 46,670
February 2001 $ 46,666
March 2001 $ 46,666
April 2001 $ 46,666
May 2001 $ 46,666
June 2001 $ 46,666
July 2001 $ 30,000
TOTAL $ 340,000
b. Time and Materials Services: Telcordia shall invoice
NAPA for the Time and Materials services detailed in
Section 2.4 of this WS in accordance with the
following provisions:
A) LABOR: All labor shall be reimbursed on an
hourly basis, based on the actual hours
incurred multiplied by the hourly rates as
set forth below. The rates below represent
Preferred Pricing rates as defined in
Section 2 of the Master Agreement, as
amended.
NAP OF THE AMERICAS
------------------------------ ------------------------------------ ---------------------------
ROLE NAP OF THE AMERICAS ROLES RATE
------------------------------ ------------------------------------ ---------------------------
GOVERNANCE VP-General Manager $315
------------------------------ ------------------------------------ ---------------------------
Program Manager $242
------------------------------ ------------------------------------ ---------------------------
Project Manager $180
------------------------------ ------------------------------------ ---------------------------
Project Controller $144
------------------------------ ------------------------------------ ---------------------------
Principal $315
------------------------------ ------------------------------------ ---------------------------
------------------------------ ------------------------------------ ---------------------------
CONSULTING Principal Consultant $242
------------------------------ ------------------------------------ ---------------------------
Senior Consultant $180
------------------------------ ------------------------------------ ---------------------------
Consultant $144
------------------------------ ------------------------------------ ---------------------------
Principal $315
------------------------------ ------------------------------------ ---------------------------
------------------------------ ------------------------------------ ---------------------------
ENGINEERING Principal Engineer $242
------------------------------ ------------------------------------ ---------------------------
Senior Engineer $180
------------------------------ ------------------------------------ ---------------------------
Engineer $144
------------------------------ ------------------------------------ ---------------------------
Principal $315
------------------------------ ------------------------------------ ---------------------------
8
CONFIDENTIAL -- RESTRICTED ACCESS
------------------------------ ------------------------------------ ---------------------------
ROLE NAP OF THE AMERICAS ROLES RATE
------------------------------ ------------------------------------ ---------------------------
------------------------------ ------------------------------------ ---------------------------
OPERATIONS Operations Manager $242
------------------------------ ------------------------------------ ---------------------------
Systems Administrator $144
------------------------------ ------------------------------------ ---------------------------
Senior Technician $120
------------------------------ ------------------------------------ ---------------------------
Technician $95
------------------------------ ------------------------------------ ---------------------------
Junior Technician $70
------------------------------ ------------------------------------ ---------------------------
Customer Care Representative $70
------------------------------ ------------------------------------ ---------------------------
Provisioning Specialist $95
------------------------------ ------------------------------------ ---------------------------
Billing Specialist $70
------------------------------ ------------------------------------ ---------------------------
------------------------------ ------------------------------------ ---------------------------
SUPPORT Administration Specialist $60
------------------------------ ------------------------------------ ---------------------------
OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
Telcordia for all reasonable out-of-pocket expenses incurred
in connection with the Services, including, but not limited
to, travel, lodging, meals, telephone, all materials purchased
by Telcordia exclusively for use in performing the Services.
Telcordia shall bill NAPA for these out of pocket expenses at
cost on a monthly basis.
Telcordia shall bill NAPA on a monthly basis as specified in section 2.2 of the
Master Agreement.
7. DELIVERABLES
Telcordia shall provide the following Deliverables:
DELIVERABLE 1: BILLING PROCESSING
Billing services as prescribed in the M&Ps developed in WS-0003 shall be
provided throughout the term of this WS. In delivering this service, Remedy
shall be actively employed.
DELIVERABLE 2: CUSTOMER CARE
Customer care services as prescribed in the M&Ps developed in WS-0003 shall be
provided throughout the term of this WS. In delivering this service, Remedy and
Visionael shall be actively employed.
DELIVERABLE 3: NETWORK OPERATIONS CENTER
Network operations services as prescribed in the M&Ps developed in WS-0003, the
RapidApps NOC Concept of Operations, and the Telcordia Network Management
Architecture shall be provided throughout the term of this WS. In delivering
this service, HP OpenView, NetCool, Remedy and Visionael shall be actively
employed.
9
CONFIDENTIAL -- RESTRICTED ACCESS
DELIVERABLE 4: INFORMATION SECURITY PLAN- STAGE 1
Development of the Network Security Monitoring Strategic Plan. Telcordia will
provide a formalized delivery plan/schedule as well as the actual document.
DELIVERABLE 5: INFORMATION SECURITY DESIGN- STAGE 2
Development of the Network Security Monitoring Architecture Document. Telcordia
will provide a formalized delivery plan/schedule as well as the actual document.
Development of Network Security Monitoring Process and Procedures. Telcordia
will provide a formalized delivery plan/schedule as well as the actual document.
Development of formalized Security Policy/Procedures. Telcordia will provide a
formalized delivery plan/schedule as well as the actual document.
DELIVERABLE 6: INFORMATION SECURITY DEPLOYMENT- STAGE 3
Development of the Initial Security Training/Preparedness program. Telcordia
will provide a formalized delivery plan/schedule as well as the course results.
Development of an Information Security Assessment Report and Briefing. Telcordia
will provide a formalized delivery plan/schedule as well as the actual,
documented findings/recommendations.
Development of a Disaster Recovery/Business Continuity Plan. This includes the
development and execution of the Security Test Plan, we will provide a
formalized delivery plan/schedule as well as the test plan, test results, and
recommendations.
Development and execution of the Certification and Accreditation activity.
Telcordia will provide a formalized delivery plan/schedule as well as the
Certification test plan, test results, and recommendations
8. SCHEDULE OF SERVICES
The term of this WS is December 1, 2000 through July 31, 2001.
This Work Statement shall commence upon the execution of both parties at the
agreed upon worksite in Miami, and shall be in force for the work performance
period. The following schedule is provided for information and planning purposes
only until such time as a detailed project schedule is developed and agreed upon
in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties
agree to work cooperatively toward developing the Definitive Project Schedule
within 2 weeks of the date this WS is executed by both Parties. All project
milestones and their dependencies shall be reflected in the Definitive Project
Schedule.
10
CONFIDENTIAL -- RESTRICTED ACCESS
The anticipated schedule for the project includes the following tasks:
----------------------- ------------------------------------------------ -----------------------------------
TASK NO. TASK DESCRIPTION ESTIMATED DATE
----------------------- ------------------------------------------------ -----------------------------------
1 Customer Care Commence 12/1/00
----------------------- ------------------------------------------------ -----------------------------------
2 Billing Commence 12/1/00
----------------------- ------------------------------------------------ -----------------------------------
3 Network Operations Center Commence 12/1/00
----------------------- ------------------------------------------------ -----------------------------------
4 Deliver Information security plan-Stage 1 November 1, 2000
----------------------- ------------------------------------------------ -----------------------------------
5 Deliver Information security design-Stage 2 December 1, 2000
----------------------- ------------------------------------------------ -----------------------------------
6 Deliver Information security deployment-Stage 3 December 20, 2000
----------------------- ------------------------------------------------ -----------------------------------
9. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide the Services at Telcordia facilities or NAPA facilities
in Miami, Florida.
10. TELCORDIA CONTACTS
TECHNICAL CONTACT ADMINISTRATIVE CONTACT
----------------- ----------------------
Gary Shilling Beth Morgan
SAIC Director, Professional Services
10260 Campus Point Drive, 1200 Brickell Avenue, Suite 1200
MS-E2B Miami, FL 33131
San Diego, CA 92121 Telephone: 305-372-7970
Telephone: 858-826-9889 Fax: 305-349-2030
Fax: 858-826-9339 Email: Mmorgan1@telcordia.com
Email: Gary.d.shilling@saic.com
11. OTHER TERMS AND CONDITIONS
a) ACCEPTANCE
Acceptance of Services shall be deemed to have occurred upon having
performed such Services.
11
CONFIDENTIAL -- RESTRICTED ACCESS
The parties to this Work Statement agree to the terms of the Master Agreement
and this Work Statement and further represent that this Work Statement is
executed by duly authorized representatives as of the dates below.
NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina Andersen
------------------------------------ -----------------------------
Name: Brian K. Goodkind Name: Thelina Andersen
--------------------------------- -------------------------
Title: Executive Vice President and COO Title: Contract Manager
----------------------------------- -----------------------
Date: Date: 1-31-01
---------------------------------- -------------------------
12
PLAN, DESIGN AND BUILD OF THE PNAP NETWORK
WORK STATEMENT NO. 0010
- -------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Professional Services Master
Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on
September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.
1. SCOPE OF SERVICES
As described in this WS, Telcordia shall provide Professional Services
associated with the planning, design, and installation of a permanent Internet
Network Access Point ("PNAP") network at the Technology Center of the Americas
("TECOTA") location in Miami. Telcordia shall architect, design and deploy the
PNAP as described in this WS. Telcordia shall also design, and deploy a primary
on-site Network Operations Center ("NOC") for the PNAP. Backup network
operations activities will be accomplished at an off-site location and covered
in a separate WS. All operational activities will be covered in a separate Work
Statement. In the balance of this document, references to Telcordia activities
shall be understood to mean activities performed by either Telcordia, SAIC, or
both.
Telcordia shall provide the following Professional Services ("Services") to
NAPA:
o Update the existing design of the NAP, plan and develop a
prototype network architecture at Telcordia laboratories in
Red Bank, NJ to support the initial testing of the NAP
network;
o Update the existing design for the NAP network and operations
environment and deploy an operations environment that is
suitable for the PNAP;
o Configure and test of the NAP network for a limited number of
initial customers.
2. DESCRIPTION OF SERVICES
PNAP Network Architecture, Design and Deployment Support
Telcordia shall perform the following activities:
(a) NAP ARCHITECTURE: Telcordia shall update a network
architecture for the PNAP. This architecture will allow for
the extension of services from the Interim NAP site to the
PNAP site. The architecture will also support a higher traffic
volume than is currently available with any of the four
competitive Tier 1 NAPs. This architecture will determine how
advanced services will be supported, (e.g., optical routing).
In addition, the architecture will support the ability to
provide services off-site in order to allow a simple expansion
to other nearby locations. The network architecture will
include a technical description of how private and public
peering functions will be supported, aspects of Internet
Protocol ("IP") routing connectivity including the IP address
plan and other capabilities of the PNAP.
(b) EQUIPMENT SELECTION: Telcordia shall evaluate the existing
network equipment products for use in the PNAP. If Telcordia
determines that there are some technical issues with vendor
equipment that cannot be resolved with the vendor
documentation, Telcordia shall conduct a technical comparison
and assess the functionality of each product. The technical
comparison will involve Telcordia testing equipment from
multiple vendors, and providing a technical comparison of
their features and performance. Based on this technical
information, and non-technical information such as pricing and
availability, Telcordia shall recommend and NAPA shall select
the appropriate equipment for the PNAP.
(c) NAP DESIGN: Telcordia shall develop a network design for the
PNAP. This design shall include the description of the
specific equipment to be used in the PNAP, and how this
equipment is interconnected to customer equipment and the
network management equipment. The design shall be sufficient
to support the initial number of customers specified in the
PNAP financial model. The design will also include the
capability to expand the NAP to support the maximum number of
customers specified in the financial model.
(d) NETWORK MANAGEMENT ARCHITECTURE: Telcordia shall develop a
network management architecture that will describe how the
PNAP can be managed. This will include support for a primary
Network Operations Center ("NOC") that is co-located with the
PNA.P ("Miami NOC") and a backup off-site NOC. It will also
support mechanisms for managing the Interim NAP equipment.
o Definition of roles of Primary and Second NOCs for
PNAP to achieve objectives of cost containment and
monitoring levels.
o Agreement on Levels of Monitoring for NAP and
Co-location space (one level or tiered).
o Level of Automation for Each of the Five Network
Management Areas (Fault, Configuration, Accounting,
Performance, and Security - FCAPS).
o Identification of Systems/Vendors for each FCAPS
area.
o Reusing the appropriate systems from the Interim NAP
implementation, and the identification of systems
that need to be developed.
o Concurrence on phased rollout for each area under
FCAPS
2
o Preliminary Systems Integration and Instrumentation.
(e) METHODS & PROCEDURES: Telcordia shall develop several methods
and procedures for the PNAP. These methods and procedures will
be designed to be used in the PNAP and will include:
provisioning a new customer, troubleshooting the Miami NOC and
the collection and storage of network information.
o Goal will be to reuse as many of the M&P developed
for the Interim NAP as possible.
o Assumption is that staff currently on Interim NAP
will move to the PNAP (i.e., skill set will be
comparable).
o M&Ps will be available electronically on operator
consoles.
o M&Ps will be electronically linked to particular
activities in FCAPS (e.g., an alarm presented under
Fault Management on an operator screen will cause a
pop-up of the relevant M&P (this is a target
capability and will not be delivered at the beginning
of General Availability).
(f) NETWORK MANAGEMENT DESIGN: Telcordia shall develop a design
for the Miami NOC-based network management system. This design
will include the hardware and software required to implement
the features described in the network management architecture.
It will not include the design of the off-site NOC.
o As per the NM architecture in item d above, the
design of the NM systems will use world class
hardware and software and be integrated and initially
system tested at the Telcordia Red Bank location.
Possible software solutions include: platforms from
Computer Associates, Action Request System (i.e.,
Remedy for Trouble Ticketing), Tivoli, HP OpenView,
and NetCool.
o Final instrumentation of the NM systems will occur at
the PNAP.
o Following instrumentation, operator training will
commence, followed by an Operational Readiness Test
(ORT).
(g) TEST PLAN: Telcordia shall develop a PNAP Test Plan for the
NAP network. The Test Plan shall include the processes to be
used to verify that the PNAP network (i) provides the features
specified in the Network Architecture, (ii) can be managed as
specified in the network management plan.
(h) NAP DEPLOYMENT: Telcordia shall deploy the PNAP network as
described in the PNAP design document in the Miami TECOTA
facility. The purchase or financing of the equipment used in
the PNAP network is beyond the scope of this WS.
3
(i) NOC DEPLOYMENT: Telcordia shall deploy a Miami NOC as
described in the network management design document. The
purchase or financing of the equipment used in this NOC is
beyond the scope of this WS.
(j) TESTING: Telcordia shall execute the Test Plan and provide a
written report indicating the results of the tests and
Telcordia's recommendations to address any deficiencies found
during testing.
(k) PHYSICAL DESIGN SUPPORT: Telcordia shall provide on-demand
professional services support for the design of the PNAP
facilities. This support can include: cabling specifications
for NAP and location space, particulate filtration
requirements, security assessment, electrical power
requirements, patch-panel specifications and management
process, etc. This WS pricing assumes up to ninety (90) hours
of on-demand consulting support during the term of this work
statement. NAPA is under no obligation to use the Physical
Design services listed in this paragraph.
(l) PROJECT MANAGEMENT: Telcordia shall provide project management
services in this WS. Telcordia shall also provide status
reports and on-demand information to NAPA in a mutually agreed
manner. Pricing of this WS assumes NAPA will require project
management support that is proportional to the support
provided under WS2.
3. NAPA RESPONSIBILITIES
(a) Monty Bannerman shall be the single point of contact empowered
to make decisions related to the Services Within one (1) week
of contract execution.
(b) By FEBRUARY 1, 2001, NAPA must identify and make final
decisions on the contractual arrangement under which NAP
customers will lease co-location space within the PNAP
facility including:
o Business rules surrounding denial and restoration of
service to NAPA's co-location customers;
o Detailed service definitions, including billing
arrangements, pricing and discount arrangements;
o Products and service portfolios NAPA shall offer its
customers.
o The key sizing elements of the PNAP financial model
that are needed to complete the design of the PNAP.
(c) NAPA shall provide:
o Access as required by Telcordia to facility
preparation schedules;
4
o Agreed to commitment dates from the manager of the
TECOTA facility including commitments related to
improvements that may be necessary to the facility;
o Access to NAPA personnel to assist in defining
billing, network and service operations;
o A TECOTA facility with suitable infrastructure e.g.,
with adequate power, environmental conditions, and
security) as determined and agreed to jointly by NAPA
and Telcordia;
o Procedures for escalation of network and customer
problems to appropriate NAPA personnel.
o The purchase or lease agreements for acquiring the
NAP and NOC equipment for deployment in the TECOTA
facility.
(d) NAPA shall review any Deliverable document submitted by
Telcordia in draft form and notify Telcordia in writing within
ten (10) business days of any deficiencies in the draft
Deliverable document in sufficient detail to enable Telcordia
to make any necessary changes and submit to NAPA in final form
or notify Telcordia of a delay in the document review. If a
response is not received on the draft Deliverable within ten
(10) business days, the Deliverable will be deemed accepted by
NAPA.
(e) NAPA shall provide appropriate facilities at NAPA's sole
expense for Telcordia's use at the NAPA site, for the sole
purpose of providing NAPA the Services identified in this WS,
for the duration of the Services to be provided under this WS,
including but not limited to, work space, desk, telephones
with outside long distance line, workstation/PC with logins
and communications links to NAPA's network, and access to all
necessary systems, buildings and NAPA personnel.
Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.
4. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.
(a) ESTIMATED AMOUNTS: Telcordia estimates that the fee for the
Services will be approximately Four Million, Eight Hundred
Thousand Dollars (US$4,800,000) ("Estimated Fee"), excluding
out of pocket expenses and materials. The Estimated Fee is
non-binding on Telcordia, Telcordia shall notify NAPA when it
reaches eighty-five percent (85%) of the Estimated Fee.
Telcordia shall obtain prior written approval to exceed the
5
Estimated Fee in the aggregate (fees plus reimbursable
expenses). Telcordia reserves the right to suspend the
performance of Services hereunder and toll the term of this WS
until NAPA approves in writing a revised Estimated Fee, if
any.
(b) BILLING: NAPA shall pay Telcordia for the Services on the
following basis:
1) LABOR: All labor shall be reimbursed on an hourly
basis, based on the actual hours incurred multiplied
by the hourly rates as set forth below. The rates
below represent Preferred Pricing rates as defined in
Section 2 of the Master Agreement, as amended.
------------------ -------------------------------------- ----------------
ROLE NAP OF THE AMERICAS ROLES RATE
------------------ -------------------------------------- ----------------
Engineering Principal $315
------------------ -------------------------------------- ----------------
Engineering Principal $242
------------------ -------------------------------------- ----------------
Engineering Senior Engineer $180
------------------ -------------------------------------- ----------------
Engineering Engineer $144
------------------ -------------------------------------- ----------------
Engineering Associate Engineer $120
------------------ -------------------------------------- ----------------
Engineering Technician $95
------------------ -------------------------------------- ----------------
Engineering Junior Technician $70
------------------ -------------------------------------- ----------------
2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall
reimburse Telcordia for all reasonable out-of-pocket
expenses incurred in connection with the Services,
including, but not limited to, travel, lodging,
meals, telephone, all materials purchased by
Telcordia exclusively for use in performing the
Services and contracted services provided by Third
Party Hardware and Software manufacturers, resellers
or integrators. Telcordia shall bill NAPA for these
out of pocket expenses at cost on a monthly basis.
Telcordia shall notify NAPA in advance of contracting
with third parties for services to complete this WS.
Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.
5. DELIVERABLES
Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Adobe Acrobat(R) format and in Microsoft Office format.
(a) DELIVERABLE 1: NAP ARCHITECTURE: Telcordia shall deliver an
architecture document and an associated presentation that
describes the PNAP architecture.
(b) DELIVERABLE 2: EQUIPMENT SELECTION: Results of the equipment
selection shall be included in the PNAP design document.
6
(c) DELIVERABLE 3: NAP DESIGN: Telcordia shall deliver a document
that describes the design of the PNAP.
(d) DELIVERABLE 4: NM ARCHITECTURE: Telcordia shall deliver an
architecture document and an associated presentation that
describes the PNA.P network management architecture.
(e) DELIVERABLE 5: METHODS AND PROCEDURES: Telcordia shall deliver
documentation for each set of methods and procedures that are
developed. The nature of the documentation and the number of
methods and procedures will be decided by mutual consent of
NAPA and Telcordia.
(f) DELIVERABLE 6: NM DESIGN: Telcordia shall deliver a document
that describes the design of the Miami NOC.
(g) DELIVERABLE 7: TEST PLAN: Telcordia shall deliver a test plan
document that will be used to execute the testing of the PNAP.
(h) DELIVERABLE 8: NAP DEPLOYMENT: Telcordia shall deliver a
tested NAP to the TECOTA facility that meets the design
specified in the NAP design document The purchase or financing
of the equipment used in this NAP will be covered in a
separate WS.
(i) DELIVERABLE 9: NOC DEPLOYMENT: Telcordia shall deliver a
tested NOC to the TECOTA facility that meets the design
specified in the NOC design document. The purchase or
financing of the equipment used in this NOC will be covered in
a separate WS.
(j) DELIVERABLE 10: TESTING: Telcordia shall deliver a written
report indicating the results of the tests and Telcordia's
recommendations to address any deficiencies found during
testing.
(k) DELIVERABLE 11: PHYSICAL DESIGN SUPPORT: Specific deliverables
and reports shall be defined by mutual agreement of both NAPA
and Telcordia.
(l) DELIVERABLE 12: PROJECT MANAGEMENT: Telcordia shall also
provide status reports and on-demand information to NAPA in a
mutually agreed manner.
6. SCHEDULE OF SERVICES
The term of this WS is January 12, 2001 through December 31, 2001.
The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree
to work cooperatively and in good faith toward developing the Definitive Project
7
Schedule within two (2) weeks of execution of this WS. AU project milestones and
their dependencies will be reflected in the Definitive Project Schedule.
========= ====================================================================== =====================================
MILESTONE ESTIMATED DATE*
========= ====================================================================== =====================================
1. Execution of WS January 16, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
2. Start of Work January 25, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
3. Preliminary NAP and NM Architecture for Review February 23, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
4. NAP Network Architecture March 9, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
5. Network Management Architecture March 9, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
6. Equipment Selection March 23, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
7. NAP Network Design Working Draft April 16, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
8. Methods and Procedures Working Draft Complete May 31, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
9. NAP Test Plan Complete May 1, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
10. NAP Equipment Deployed in TECOTA May 18, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
11. Initial NOC Equipment Deployed in TECOTA May 18, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
12. NAP and Initial NOC Integration Test Complete May 30, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
13. Miami NOC Staff Training Complete June 15, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
14. Finalize NAP Design June 15, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
15. Operational Readiness Test June 22, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
16. Finalize Initial Methods and Procedures June 29, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
17. Start Controlled Introduction June 30, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
18. Finalize Complete Set of Methods and Procedure July 20, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
19. NAP arid Final NOC Integration Test Complete August 31, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
20. Start General Availability August 31, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
*Estimated dates may vary and may be dependent upon input by NAPA.
7. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.
8. TELCORDIA CONTACTS
TECHNICAL CONTACT ADMINISTRATIVE CONTACT
----------------- ----------------------
Richard Nici Max Figueroa
Director, Broadband Networking and e-Business General Manager, Broadband Networking and e-Business
331 Newman Springs Rd. 331 Newman Springs Rd.
Red Bank, NJ 07701 Red Bank, NJ 07701
Telephone: 732-758-5447 Telephone: 732-758-2218
Fax: 732-758-4177 Fax: 732-758-4177
Email: rnici @telcordia.com Email: mfiguero @ telcordia.com
8
9. OTHER TERMS AND CONDITIONS
(a) Acceptance of Services
Acceptance of Services shall be deemed to have occurred upon having
performed such Services.
The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY: TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen
---------------------------------- ------------------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
-------------------------------- -------------------
Title: Executive Vice President & COO Title: Senior Contract Manager
-------------------------------- -----------------------
Date: Date:
--------------------------------
9
SCOPE CHANGE CONTROL FORM
This Scope Change No. 1NAP10-1 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 27TH
day of March, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change: Resale of Hardware for Permanent NAP in
Miami.
2. Date of Scope Change: March 28, 2001
3. Originator of Scope Change: Max Figueroa
4. Reason for the Scope Change: NAPA has requested that Telcordia
purchase hardware in support of the development of a Network
Operations Center (NOC) at the Permanent NAP facility in
Miami.
5. Details of the Scope Change (including any specifications):
Telcordia shall perform the following services:
o Upon NAPA' s written approval of the quote for
hardware, and associated support contracts, contained
in Attachment A "Hardware", NAPA will issue a
Purchase Order to Telcordia for the full amount of
the hardware. Telcordia shall then order and take
delivery of such Hardware.
o Upon completion of the development of the solution
using the Hardware as described in Work Statement
1NAP10, Telcordia shall ship, at NAPA's expense
including insurance coverage, the Hardware to a
secure location designated by NAPA in Miami. All
equipment will be considered accepted by NAPA upon
delivery to its designated destination.
o In no event shall Telcordia have any liability in
connection with shipment, nor shall the carrier be
deemed to be an agent of Telcordia. Telcordia shall
not be liable for damage or penalty for delay in
delivery or for failure to give notice of any delay.
6. Implementation timetable of the Scope Change: Telcordia shall
place orders for Hardware by March 30, 2001.
7. Additional fees or refund, if any, of the Scope Change: NAPA
shall pay Telcordia for the Hardware on the basis of a fixed
price. Telcordia shall invoice NAPA for the entire amount due
upon signature of this change order by both parties. Telcordia
understands that NAPA is pursuing financing for the Hardware
but that such financing will not be completed before Telcordia
issues the purchase order. As a result, NAPA agrees to pay
Telcordia the full amount of $508,055.13 ("Advance Payment")
in advance of Telcordia's issuance of a purchase order for the
Hardware.
If NAPA is successful in closing financing with a leasing
company ("Leasing Company") for the Hardware within thirty
(30) days of the signature of this Change Order, and Telcordia
receives written evidence from such Leasing Company that
payment has been made to Sun Microsystems, Inc. ("Sun"), which
is the Telcordia price per Attachment A ("Vendor Payment") for
the equipment within the same thirty (30) day period,
Telcordia will return to NAPA the Vendor Payment either as a
cash payment or a credit to the oldest outstanding invoice.
The form of return payment will be either a check or a credit
to NAPA, at NAPA's option, subject to the following: (1) If
NAPA has an outstanding debit balance with Telcordia, the
credit and/or check shall be reduced by the amount of the
debit balance and the debit balance will be satisfied first;
and (2) Telcordia shall retain the difference between the
Advance Payment and Vendor Payment in consideration for
Telcordia purchasing Hardware for resale to NAPA. Telcordia
shall also provide the Leasing Company with an assignment
letter assigning full right and title to the Hardware
purchased in satisfaction of all Telcordia obligations under
this agreement.
8. Impact of the Scope Change on other aspects of the Schedule,
including but not limited to, the overall payment schedule,
contractual provisions, and Deliverable schedules:
The following additional terms apply to the resale of hardware as described in
this change order.
o TRANSFER OF TITLE: After payment in full is received
by Telcordia for the Hardware, Telcordia will ship
such items, at NAPA's expense including insurance
coverage, to a location designated by NAPA, no later
than thirty (30) calendar days after payment has been
received. Title to such Hardware obtained by
Telcordia for resale to NAPA shall pass to NAPA upon
receipt of the items so purchased.
o HARDWARE AND SOFTWARE: NAPA further acknowledges that
Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY
WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR
IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE
HARDWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER,
INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE
MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE; (3) as to the quality or
capacity of the Hardware , the materials in the
Hardware ,or workmanship in the Hardware; (4) as to
any latent defects in the Hardware; (5) as to any
patent infringement; and (6) as to the compliance of
the Hardware with any requirements of any law, rule,
specification, or contract pertaining thereto.
o PROBLEMS WITH HARDWARE. If the Hardware is not
properly installed, does not operate as represented
or warranted by the manufacturer, publisher or the
supplier, NAPA shall make a claim on account thereof
solely against the supplier, publisher or
manufacturer and shall, nevertheless, pay Telcordia
all fees payable hereunder. As between NAPA and
Telcordia, and only in those instances where the
manufacturer, publisher or supplier has provided any
maintenance agreement, warranty or guaranty of any
nature whatsoever applicable to the Hardware,
Telcordia hereby assigns to NAPA whatever assignable
Page 2
interest Telcordia may have in such maintenance
agreement, warranty or guaranty. The aforesaid
assignment shall not in any way be deemed to limit,
negate, or otherwise affect the disclaimer of
warranties contained in the preceding paragraphs.
Telcordia shall not incur any duties arising out of
any manufacturer's, supplier's or publisher's
warranties or guarantees, except as otherwise
expressly set forth herein. Further, Telcordia shall
not incur any liability whatsoever arising out of any
claims by NAPA or breach of any manufacturer's,
supplier's or publisher's warranties or guarantees
applicable to the Hardware.
o DELIVERY AND INSPECTION. NAPA will accept the
Hardware provided by Telcordia upon its delivery to
the Permanent NAP.
o LOSS OR DAMAGE. Except for the negligence or willful
misconduct of Telcordia related to the Services
provided by Telcordia, NAPA shall bear the entire
risk of loss, theft, destruction, or damage of the
Hardware provided by Telcordia or any portion thereof
from any cause whatsoever. The total or partial
destruction of any such Hardware, or total or partial
loss of use or possession thereof by NAPA, shall not
release or relieve NAPA from the duty to pay the fees
herein provided. Telcordia shall not be obligated to
undertake, by litigation or otherwise, the collection
of any claim against any person for loss or damage of
such Hardware.
o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's
good faith acceptance of a tax exemption certificate
does not represent an assurance that the State will
also accept the certificate as valid at the time of
audit review. NAPA is responsible for any future
audit adjustment if the certificate is not accepted.
NAPA agrees to reimburse Telcordia for the amount of
audit adjustment and the aggregate of tax, interest,
and penalty, if a certificate is subsequently denied.
o INDEMNITY. Except for the negligence or willful
misconduct of Telcordia related to the Services
provided in this section and/or any other related
Work Statement, (i) NAPA assumes the risk of
liability arising from or pertaining to the
possession, operation, or use of the Hardware; and
(ii) NAPA hereby agrees to defend, indemnify and hold
Telcordia harmless from and against any and all
claims, costs, expenses, damages, and liabilities
arising from or pertaining to the use, possession, or
operation of such Hardware.
9. Other Comments:
The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.
AGREED BY: TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN
------------------------ -----------------------------
Name: Brian K. Goodkind Name: Thelina E. Andersen
Title: C.O.O. & V.P. Title: Senior Contract Manager
Date: 4-13-01 Date: 4/13/01
Page 3
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
SUN (1ST ORDER) HARDWARE QUOTE
- ---------------------------------------------------- --------------- ------------ --------------------------------------------
1.0 ES400 (quote no. WTSP-ML-4200057-B) 1 $254,027.57 E4500 Server
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.1 E4503-RR1 1 $30,650.00 $22,589.05 Rack-Ready Sun Enterprise 4500 Server
chassis with side panels removed and
rack-mount rail kit included, one DVD10,
one Power/Cooling Module, Solaris Server
License. (Standard Product Configuration
when Standard Configuration Rules
Followed; For 72-inch StorEdge Cabinets).
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.2 2602A-P83 3 $56,000.00 $125,142.60 EXX00 CPU/Memory Board, two 400-MHz/8-MB
UItraSPARC Modules, one 2-GB Memory
option, available as factory-configured
option for EXX00 servers. OEM Ready - 03/00
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.3 2632A-PP-A 1 $12,800.00 $9,433.60 Two EXX00 PCI I/o Boards. Each Board has
two empty 66 Mhz short PCI slots, on-board
10/100 Mbit Fast Ethernet and Fast/Wide
SCSI, two 5.0 volt riser cards
pre-installed, incl. 2 additional 3.3 volt
riser cards Factory installed option, One
Power Cooling Module.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.4 2612A 1 $6,500.00 $4,790.50 EXX00 Sbus I/O Board w/three empty Sbus
slots, two empty 100 MB/sec FC-AL sockets,
one 10/100 MB/sec Ethernet (Twisted pair
or MII) Interface. OEM ready - 5/98
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.5 1065A 1 $1,295.00 $954.42 Sbus Ultra Differential F/W Intelligent
SCSI Host Adapter.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.6 1049A 1 $1,995.00 $1,470.32 Quad FastEthernet 2.0 Sbus Card (QFE)
supports Sun Trunking 1.0 software
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.7 X311L 1 Localized Power Cord Kit North
American/Asian
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.8 SOLXS-080B9AY9 1 $100.00 $73.70 Solaris 8 Standard, Latest Release
English-Only Media Kit
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
Page 4
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.9 NS-XDSKD130-36GAC 1 $2,495.00 $2,277.94 Rackable thin storage 1U high,
rackmount-ready disk pack with 2x18GB,
l0Krpm hot-swap drives U1traSCSI SE to
host, AC powered 19" fixed mount included.
19" rail mount (t1 mount) available
separately (standard configuration)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.10 95A 2 $1,800.00 $2,653.20 Enterprise Power/Cooling Module, 300W
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.11 XT3AES-RS-22-655 1 $105,150.00 $77,495.55 655GB Sun StorEdge T3Es, includes 2xT3
arrays configured in 1 partner group,
preconfigured as two RAID 5 LUN's (8+1),
18x36.4GB 10K RPM FC-AL drives, 2xl5 meter
fibre optic cables, 2 Unit Interconnect
cables, installed in a 72" StorEdge
Expansion cabinet, fans and door included,
two 8 port FC switches with 5 GBIC's each,
2 year Sun Spectrum Gold Warranty
included, SRS Ready, Standard Configuration
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.12 6799A 2 $2,000.00 $2,948.00 PCI Single FC Network Adapter 100MB/s with
optical interface
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.13VVMT3-311-9999 1 VERITAS Volume Manager 3.1.1 on
Solaris, for T3, License for
Desktop, Workgroup &
Departmental Server Class,
Media Kit & Documentation
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.14 SCMMS-210-R99R 1 Component Manager 2.1 Media Kit and
Documentation L10N local language version
featuring English, French, Japanese,
Korean, Simplified Chinese and Traditional
Chinese.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.15 X3858A 2 U.S./Canada power cord for
StorEdge expansion cabinet
(NEMA L6-30P plug)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
Page 5
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.16 X9660A 1 $100.00 $73.70 1 RU Air Baffle for 72" StorEdge Rack
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.17 SERVER-INSTALL 1 $2,250.00 $2,475.00 ServerStart installation service for Sun
workgroup and Enterprise servers (exluding
E10000)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.18 ARRAY-INST-BASE 1 $1,500.00 $1,650.00 Sun StorEdge ArrayStart installation
service Base Charge. ArrayStart Base
Charge plus Per-GB Charge provides
hardware and software installation and
configuration of Sun StoreEdge Arrays.
- ------------------------------------------- ------------------------------------- --------------------------------------------
SUBTOTAL FOR LINES 1.0 - 1.18 $245,027.57
- ------------------------------------------- ------------------------------------- --------------------------------------------
2.0 ES4000 1 ES4500 Server
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.1 ES503-RR1 1 $30,650.00 $22,589.05 Rack-Ready Sun Enterprise 4500
Server chassis with side panels
removed and rack-mount rail kit
included, one DVD10, one
Power/Cooling Module, Solaris
Server License. (Standard
Product Configuration when
Standard Configuration Rules
Followed; For 72-inch StorEdge
Cabinets).
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.2 2602A-P83 3 $56,000.00 $125,142.60 EXX00 CPU/Memory Board, two 400-
MHz/8-MB UItraSPARC Modules, one 2-GB
Memory option, available as
factory-configured option for EXX00
servers.
OEM Ready - 03/00
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.3 2632A-PP-A 1 $12,800.00 $9,433.60 Two EXX00 PCI I/O Boards. Each Board has
two empty 66 Mhz short PCI slots, on-board
10/100 Mbit Fast Ethernet and Fast/Wide
SCSI, two 5.0 volt riser cards
pre-installed, mci. 2 additional 3.3 volt
riser cards Factory installed option, One
Power Cooling Module.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
Page 6
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.4 2612A 1 $6,500.00 $4,790.50 EXX00 Sbus I/O Board w/three empty Sbus
slots, two empty 100 MB/sec FC-AL sockets,
one 10/100 MB/sec Ethernet (Twisted pair
or Mu) Interface. OEM ready - 5/98
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.5 1065A 1 $1,295.00 $954.42 Sbus Ultra Differential F/W Intelligent
SCSI Host Adapter.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.6 1049A 1 $1,995.00 $1,470.32 Quad FastEthernet 2.0 Sbus Card (QFE)
supports Sun Trunking 1.0 software
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.7 X311L 1 Localized Power Cord Kit North
American/Asian
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.8 SOLZS-080B9AY9 1 $100.00 $73.70 Solaris 8 Standard, Latest Release
English-Only Media Kit
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.9 NS-XDSKD130-36GAC 1 $2,495.00 $2,277.94 Rackable thin storage lU high,
rackmourtt-ready disk pack with 2x18GB,
l0Krpm hot-swap drives U1traSCSI SE to
host, AC powered 19" fixed mount included.
19" rail mount (t1 mount) available
separately (standard configuration)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.10 954A 2 $1,800.00 $2,653.20 Enterprise Power/Cooling Module, 300W
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.11 XT3AS-RS-22-655 1 $105,150.00 $77,495.55 655GB Sun StorEdge T3Es, includes 2xT3
arrays configured in 1 partner group,
preconfigured as two RAID 5 LUN's (8+1),
18x36.4GB 10K RPM FC-AL drives, 2x15 meter
fibre optic cables, 2 Unit Interconnect
cables, installed in a 72" StorEdge
Expansion cabinet, fans and door included,
two 8 port FC switches with 5 GEIC's each,
2 year Sun Spectrum Gold Warranty
included, SRS Ready, Standard Configuration
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.12 6799A 2 $2,000.00 $2,948.00 PCI Single FC Network Adapter 100MB/s with
optical interface
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
Page 7
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.13 VVMT3-311-9999 1 VERITAS Volume Manager 3.1.1 on
Solaris, for T3, License for Desktop,
Workgroup & Departmental Server Class,
Media Kit & Documentation
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.14 SCMMS-210-R99R 1 Component Manager 2.1 Media Kit and
Documentation L10N local language version
featuring English, French, Japanese,
Korean, Simplified Chinese and Traditional
Chinese.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.15 X3858A 2 U.S./Canada power cord for StorEdge
expansion cabinet (NEMA L6-30P plug)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.16 X9660A 1 $100.00 $73.70 1 RU Air Baffle for 72" StorEdge Rack
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.17 SERVER-INSTALL 1 $2,250.00 $2,475.00 ServerStart installation service for Sun
workgroup and Enterprise servers (exluding
E10000)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.18 ARRAY-INST-BASE 1 $1,500.00 $1,650.00 Sun StorEdge ArrayStart installation
service Base Charge. ArrayStart Base
Charge plus Per-GB Charge provides
hardware and software installation and
configuration of Sun StoreEdge Arrays.
- ------------------------------------------- ------------------------------------- --------------------------------------------
SUBTOTAL FOR LINES 2.0 - 2.18 $245,027.57
- ------------------------------------------- ------------------------------------- --------------------------------------------
SUN (1ST ORDER) HARDWARE QUOTE $508,055.13
- ---------------------------------------------------- --------------- ------------ --------------------------------------------
Page 8
CONFIDENTIAL -- RESTRICTED ACCESS
TELCORDIA(TM)
TECHNOLOGIES
PERFORMANCE FROM EXPERIENCE
SCOPE CHANGE CONTROL FORM
THIS Scope Change No. 1NAP10-2 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13
day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change: Resale of Software for Permanent NAP in
Miami.
2. Date of Scope Change: April 13, 2001.
3. Originator of Scope Change: Max Figueroa.
4. Reason for the Scope Change: NAPA has requested that Telcordia
purchase software ("Software") and the associated professional
services provided by the designated software vendors outlined
in Attachment A, in support of the development of a Network
Operations Center (NOC) at the Permanent NAP facility in
Miami.
5. Details of the Scope Change (including any specifications):
Telcordia shall perform the following services:
o Upon NAPA's approval of the quote for Software, and
associated support contracts, contained in Attachment
A, NAPA will issue a Purchase Order to Telcordia for
the full amount of the Software. Telcordia shall then
order and take delivery of such Software.
o Upon completion of the development of the solution
using the Software as described in Work Statement
1NAP10, Telcordia shall ship, at NAPA's expense
including insurance coverage, the Software to a
secure location designated by NAPA in Miami. All
equipment and integrated Software will be considered
accepted by NAPA upon delivery to its designated
destination.
o In no event shall Telcordia have any liability in
connection with shipment, nor shall the carrier be
deemed to be an agent of Telcordia. Telcordia shall
not be liable for damage or penalty for delay in
delivery or for failure to give notice of any delay.
1
CONFIDENTIAL -- RESTRICTED ACCESS
6. Implementation timetable of the Scope Change: Telcordia shall
place orders for the Software by April 13, 2001.
7. Additional fees or refund, if any, of the Scope Change: NAPA
shall pay Telcordia for the Software on the basis of a fixed
price. Telcordia shall invoice NAPA for the entire amount due
upon signature of this change order by both parties. Telcordia
understands that NAPA is pursuing financing for the Software,
but that such financing will not be completed before Telcordia
issues the purchase order. As a result, NAPA agrees to pay
Telcordia the full amount of $418,820.39 ("Advance Payment")
in advance of Telcordia's issuance of a purchase order for the
Software.
If NAPA is successful in closing financing with a leasing
company ("Leasing Company") for the Software within thirty
(30) days of the signature of this Change Order, and Telcordia
receives written evidence from such Leasing Company that
payment has been made to each of the vendors, Veritas and
Aperture, as listed in Attachment A ("Vendor Payment") for the
Software within the same thirty (30) day period, Telcordia
will return to NAPA the Vendor Payment either as. a cash
payment or as a credit to the oldest outstanding invoice. The
form of return payment will be either a check or a credit to
NAPA, at NAPA's option, subject to the following: (1) If NAPA
has an outstanding debit balance with Telcordia, the credit
and/or check shall be reduced by the amount of the debit
balance and the debit balance will be satisfied first; and (2)
Telcordia shall retain the difference between the Advance
Payment and Vendor Payment in consideration for Telcordia
purchasing Software for resale to NAPA. Telcordia shall also
provide the Leasing Company with an assignment letter
assigning full right and title to the Software purchased in
satisfaction of all Telcordia obligations under this
agreement.
8. Impact of the Scope Change on other aspects of the Schedule,
including but not limited to, the overall payment schedule,
contractual provisions, and Deliverable schedules:
The following additional terms apply to the resale of Software
as described in this change order.
o SOFTWARE LICENSES: After payment in full is received
by Telcordia for the Software, Telcordia will accept
delivery and install the Software. Telcordia will
ship such Software, at NAPA's expense including
insurance coverage, to a location designated by NAPA,
in accordance with the schedule in Contract No.
1NAP10. Software Licenses obtained by Telcordia for
NAPA under this Change Order will be passed through
directly to NAPA. The Software License Agreements in
Attachments C and D shall be executed directly
between NAPA and each Software vendor. Ownership of
the Software shall remain at all times with the
publisher of such Software.
2
CONFIDENTIAL -- RESTRICTED ACCESS
o SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT Telcordia
HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY
KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE ACQUIRED
BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT
LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR
CONDITION OF THE SOFTWARE; (2) AS TO THE
MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE; (3) as to the quality or
capacity of the Software; (4) as to any latent
defects in the Software; (5) as to any patent
infringement; and (6) as to the compliance of the
Software with any requirements of any law, rule,
specification, or contract pertaining thereto.
o PROBLEMS WITH SOFTWARE. If the Software is not
properly installed, does not operate as represented
or warranted by the manufacturer, publisher or the
supplier, NAPA shall make a claim on account thereof
solely against the supplier, publisher or
manufacturer and shall, nevertheless, pay Telcordia
all fees payable hereunder. As between NAPA and
Telcordia, and only in those instances where the
manufacturer, publisher or supplier has provided any
maintenance agreement, warranty or guaranty of any
nature whatsoever applicable to the Software,
Telcordia hereby assigns to NAPA whatever assignable
interest Telcordia may have in such maintenance
agreement, warranty or guaranty. The aforesaid
assignment shall not in any way be deemed to limit,
negate, or otherwise affect the disclaimer of
warranties contained in the preceding paragraphs.
Telcordia shall not incur any duties arising out of
any manufacturer's, supplier's or publisher's
warranties or guarantees, except as otherwise
expressly set forth herein. Further, Telcordia shall
not incur any liability whatsoever arising out of any
claims by NAPA or breach of any manufacturer's,
supplier's or publisher's warranties or guarantees
applicable to the Software.
o DELIVERY AND INSPECTION. NAPA will accept the
Software provided by Telcordia upon its delivery to
the Permanent NAP.
o LOSS OR DAMAGE. Except for the negligence or willful
misconduct of Telcordia related to the Services
provided by Telcordia, NAPA shall bear the entire
risk of loss, theft, destruction, or damage of the
Software provided by Telcordia or any portion thereof
from any cause whatsoever. The total or partial
destruction of any such Software, or total or partial
loss of use or possession thereof by NAPA, shall not
release or relieve NAPA from the duty to pay the fees
herein provided. Telcordia shall not be obligated to
undertake, by litigation or otherwise, the collection
of any claim against any person for loss or damage of
such Software.
o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's
good faith acceptance of a tax exemption certificate
does not represent an assurance that the State will
also accept the certificate as valid at the time of
3
CONFIDENTIAL -- RESTRICTED ACCESS
audit review. NAPA is responsible for any future
audit adjustment if the certificate is not accepted.
NAPA agrees to reimburse Telcordia for the amount of
audit adjustment and the aggregate of tax, interest,
and penalty, if a certificate is subsequently denied.
o INDEMNITY. Except for the negligence or willful
misconduct of Telcordia related to the Services
provided in this section and/or any other related
Work Statement, (i) NAPA assumes the risk of
liability arising from or pertaining to the
possession, operation, or use of the Software; and
(ii) NAPA hereby agrees to defend, indemnify and hold
Telcordia harmless from and against any and all
claims, costs, expenses, damages, and liabilities
arising from or pertaining to the use, possession, or
operation of such Software.
9. Other Comments:
The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.
AGREED BY:
NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA ANDERSEN
--------------------------------- -------------------------------
Name: BRIAN K. GOODKIND Name: THELINA ANDERSEN
------------------------------- -----------------------------
Title: COO & EXECUTIVE VICE PRESIDENT Title: SENIOR CONTRACT MANAGER
------------------------------ ----------------------------
Date: 4-13-01 Date: 4-23-01
------------------------------- -----------------------------
4
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT A
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
UNIT
ITEM AND UNIT PRICE PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
VERITAS SOFTWARE PRODUCTION QUOTE
SL-ORV1-1500-2 2 $30,300 $ 49,995 ORACLE CLUSTER 2 NODES E4500
VERITAS Oracle Database
Edition HA
Contains Foundation Suite
(Volume Manager, File System),
DataBase Edition for Oracle
(Enables increased
performance/management for
Oracle) and Cluster Server
PS-ORV1-1500-2 2 $ 6,969 $ 13,032 VERITAS Oracle Database Edition
HA 7x24 support
900-001185 1 $ 200 $ 200 Media and Docs
SL-FST1-1500-1 4 $ 5,095 $ 16,814 E220R Servers
VERITAS Foundation Suite Contains
Volume Manager and File System
PS-FST1-1500-1 4 $ 1,171 $ 4,380 VERITAS Foundation Suite 7x24
Support
900-001193 2 $ 150 $ 330 Media Docs
SL-VMW2-0000 2 $ 1,695 $ 2,797 WIN2K SERVERS
Volume Manager Win2K, 1 CPU
PS-VMW2-0000 2 $ 389 $ 727 Volume Manager Win2K, 1 CPU, 7x24
Support
SL-VMW2-0001 2 $ 695 $ 1,147 Volume Manager Win2K Additional 1
CPU License
PS-VMW2-0001 2 $ 159 $ 297 Volume Manager Win2K Additional 1
CPU 7x24 Support
900-001153 2 $ 50 $ 110 Media and Docs
5
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT A
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
UNIT
ITEM AND UNIT PRICE PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
SL-NDSE-0000-2 1 $13,000 $ 9,750 $ 10,725 BACKUP SOLUTION FOR PRODUCTION
ENVIRONMENT
NetBackup DataCenter Media Server
E4500
Allows for direct and attached
management of DLT tape drives
PS-NDSE-0010-2 1 $ 2,990 $ 2,542 $ 2,796 NetBackup DataCenter Media
Server for E4500 7x24 Support
SL-NDOR-0001-2 2 $11,200 $ 8,400 $ 18,480 NetBackup DataCenter Oracle BLI
Agent
Enables Block Level
Incremental Backups for faster
recovery of Oracle
PS-NDOR-0001-2 2 $ 2,576 $ 4,817 NetBackup DataCenter Oracle BLI
Agent 7x24 Support
SL-NDSE-0000-1 1 $10,000 $ 7,500 $ 8,250 Netbackup DataCenter Master
Server E220
PS-NDSE-0000-1 1 $ 2,300 $ 2,151 NetBackup DataCenter Master
Server for E220 7x24 Support
SL-NDCL-0000-2 4 $ 800 $ 600 $ 2,640 NetBackup DataCenter Clients E220
PS-NDCL-0000-2 4 $ 144 $ 539 NetBackup DataCenter Clients E220
7x24 Support
SL-NDCL-0001-2 2 $ 800 $ 600 $ 1,320 NetBackup DataCenter Clients Win2k
PS-NDCL-0001-2 2 $ 184 $ 344 NetBackup DataCenter Clients
Win2k 7x24 Support
SL-NDTL-0000 4 $ 3,000 $ 2,250 $ 9,900 NetBackup Library Hosted Drive
License per tape drive
PS-NDTL-0000 4 $ 690 $ 2,581 NetBackup Library Hosted Drive
7x24 Support
900-001134 1 $ 200 $ 200 Media and Docs
900-001135 1 $ 200 $ 200 Media and Docs Win2K
VERITAS SOFTWARE PRODUCTION TOTAL $ 154,830.39
6
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT A
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
UNIT
ITEM AND UNIT PRICE PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
VERITAS PROFESSIONAL SERVICES
CS-NBS1-9900 1 $12,000 $ 10,200 NetBackup Services Requested
NetBackup ProLaunch Service
Initial installation of Master
and Media Servers, Run books and
custom configuration of backup
schedules and retention periods
CS-NBUD-9900 3 $ 1,000 $ 2,550 Each Add NBU Database or App. Ext.
Installation of Oracle Agents for
online backup of Oracle and BLIB
installations
CS-NBV1-9900 1 $20,000 $ 17,000 Netbackup Vault Extension
ProLaunch
Installation of automated
vaulting component of NBU and
duplication scripts
CS-NBVM-9900 1 $ 2,000 $ 3,400 NetBackup Vault Extension Yearly
Support (Standard)
CS-EDH1-1500 2 $15,400 $ 26,180 UNIX VCS Services Requested
Database Edition/HA ProLaunch
Includes installation of
Foundation Suite, DataBase
Edition for Oracle, VCS for 2
nodes
CS-FOU1-1500 1 $ 9,600 $ 8,160 Foundation Suite ProLaunch
Installation of Foundation Suite
for E220 servers
CS-VCEA-9900 2 $ 1,000 $ 1,700 Each VCS Enterprise Agent (Per
Instance) Installation of Oracle
Agent for VCS
CS-CSC1-9900 2 $ 5,000 $ 8,500 VCS Custom Agent Dev. (1st app.
Instance) Scripting and
installation of custom agents for
Remedy and HP VPM
7
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT A
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
UNIT
ITEM AND UNIT PRICE PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
CS-CSC2-9900 2 $ 1,000 $ 1,700 VCS Custom Agent Imp. (add.
instances) Custom agent
installation on additional nodes
CS-VNSC-5000 4 $ 500 $ 1,700 NT Services Requested Volume
Manager Implementation for NT
CS-ENE1-9900 1 $10,000 $ 8,500 Additional Services Requested
Event Notification Extension
Base Package
Event notification scripting for
master and media servers
reporting into a single console
for SNMP management
CS-ENB1-9900 1 $ 2,000 $ 1,700 Event Notification Extension For
NetBackup (1st NetBackup Master
Server)
CS-ENEM-9900 1 $ 2,000 $ 1,700 Event Notification Extension
Yearly Support (Standard) -
20% Of Total List Price Of
Software Components
VERITAS PROFESSIONAL SERVICES TOTAL $ 92,990
VERITAS PRODUCTION TOTAL $ 247,820.39
8
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT A
- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
ITEM AND UNIT PRICE UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION
- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
APERTURE PRODUCTION SOFTWARE QUOTE
5 $ 6,000.00 $ 33,000.00 Contains the full complement of
all Aperture features including
drawing, database and reporting
functions. The Client License is
sued by those in charge of
designing, installing and
managing the system, as well as
those who need full read/write
access such as personnel who
change, modify or update drawings.
Aperture ReadOnly Clients 10 $ 500.00 $ 5,500.00 Supports users who need to view
drawings, data, and run reports.
Reports may be standardized or Ad
Hoc queries. Users of this
version may not edit any data or
drawings.
Technology Documentation Module 1 $10,000.00 $ 11,000.00 Contains Pre-formatted Database
tables and Reports to allow the
user to begin immediately working
with Aperture from our Sample
project. Database and Reports can
be customized to fit your needs.
Aperture Server 1 $15,000.00 $ 16,500.00 Allows multiple users on the
system, password security, and
increased performance.
SmartPictures WebPublisher 1 $15,000.00 $ 16,500.00 Allows you to post your project
to your Internet/Intranet for
unlimited communication and
viewing capability.
Symbol Support, Product Upgrades, No Cost No Cost All Aperture customers receive
& Tech Support complete access to our Technical
Support Dept. You are also
9
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT A
- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
ITEM AND UNIT PRICE UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION
- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
entitled to any upgrades of our
software and creation of
additional symbols at no
additional cost.
APERTURE PRODUCTION SOFTWARE TOTAL $ 82,500.00
Professional Services 1 $72,000.00 $ 72,000.00 Includes Initial Project Build,
Database Customization, Link to
HP OpenView, and Remedy.
Aperture 4-Day Workshop 1 $12,500.00 $ 12,500.00 Four-Day Customized Training
workshop for up to ten students.
Two Day Training Workshop in Miami 1 $ 4,000.00 $ 4,000.00 Two-Day Customized Training
workshop in Miami for end user
functionality.
TOTAL FOR PROFESSIONAL SERVICES $ 88,500.00
APERTURE PRODUCTION TOTAL $ 171,000.00
TOTAL $ 418,820.39
10
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT B - VERITAS SOFTWARE LICENSE AGREEMENT
11
CONFIDENTIAL -- RESTRICTED ACCESS
SHRINKWRAP END USER LICENSE TERMS
1. LICENSE GRANT. Subject to the terms set forth in this Agreement, you
may use the enclosed computer product ("Software Product"), including
the enclosed object code version of the software ("Software") and all
associated software documentation furnished with this package on the
number of computer systems for which you have paid the applicable fees
solely for your internal business purposes in the country in which the
Software Product was furnished to you. You may make a reasonable number
of copies of the Software for backup purposes, provided that you
reproduce all copyright and other proprietary notices that are on the
original copy of the Software. The Software Product is licensed, not
sold, to you for use only upon the terms of this Agreement, and VERITAS
and/or its suppliers reserve all rights not expressly granted to you.
You own the media on which the Software is recorded, but VERITAS and/or
its suppliers retain ownership of the Software itself.
2. RESTRICTED USE. You may not use, copy, or modify the Software Product,
or any copy thereof, in whole or in part, except as expressly provided
in this Agreement. You may not copy the documentation accompanying the
Software without VERITAS' express written consent. You may not rent,
resell for profit, sublicense, lease or otherwise transfer the Software
Product. You may not reverse engineer, decompile, or disassemble the
Software Product.
3. MAINTENANCE. You may acquire maintenance, training and installation,
and consulting services ("Services") from VERITAS under this Agreement
and the applicable VERITAS policy in effect at the time the services
are ordered.
4. LIMITED WARRANTY; DISCLAIMER. VERITAS warrants to you (the original
Licensee) for ninety (90) days ("the Warranty Period"), from the date
of delivery to you of the Software Product, as evidenced by a copy of
your license purchase receipt, that the Software Product shall be in
operable condition as described in the documentation provided with the
Software, and that the media upon which the Software Product is
furnished to you will be free from defects in material and workmanship
under normal use. VERITAS does not warrant that the Software Product
will function without error or interruptions. In the event that the
Software Product fails to conform to such warranty, VERITAS' sole and
exclusive liability hereunder to you shall be the repair or replacement
of the non-conforming Software Product or a refund of the Software
Product's purchase price only when you return the Software Product to
VERITAS' authorized dealer with the receipt within the warranty period.
FOR WARRANTY ASSISTANCE, YOU MAY RETURN THE SOFTWARE PRODUCT TO THE
RESELLER FROM WHICH YOU PURCHASED THIS LICENSE.
EXCEPT AS WARRANTED ABOVE, THIS SOFTWARE PRODUCT IS PROVIDED ON AN "AS
IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTIES OF NON-INFRINGEMENT.
12
CONFIDENTIAL -- RESTRICTED ACCESS
5. SERVICE WARRANTY. VERITAS warrants that its services will be of a
professional quality conforming to generally accepted industry
standards for a period of thirty (30) days from completion of the
services. For services not performed as warranted in the preceding
sentence VERITAS will, at its discretion, either perform the services
again or refund the relevant fees paid for such deficient services.
This is your exclusive remedy and VERITAS' sole liability arising in
connection with this service warranty.
6. NO OTHER WARRANTIES. The agents, employees, distributors, and dealers
of VERITAS are not authorized to make modifications to these warranties
nor are additional warranties binding on VERITAS. Accordingly,
additional statements such as dealer advertising or presentations,
whether oral or written, do not constitute warranties by VERITAS and
should not be relied upon as warranties of VERITAS. THE WARRANTIES SET
FORTH IN SECTIONS 4 AND 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND VERITAS EXPRESSLY DISCLAIMS
ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES
OF NON-INFRINGEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED
WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF
DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL
RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
7. TERMINATION. This License is effective until terminated and terminates
without notice from VERITAS if you fail to comply with any of its
provisions. Upon termination you shall promptly destroy the Software
Product and all copies or portions thereof, and within ten (10) days
certify in writing to VERITAS that all copies have been destroyed.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL VERITAS OR ITS SUPPLIERS BE
LIABLE TO YOU OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
LOSS OF CUSTOMERS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER
FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS
INCLUDING COVER AND RELIANCE, EVEN IF VERITAS, ITS RESELLERS, SUPPLIERS
OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VERITAS' TOTAL LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR
OTHERWISE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE
PRODUCT.
VERITAS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE PRODUCT
ALTERED, MODIFIED, OR CONVERTED, OR FOR DAMAGES RESULTING FROM
ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE
MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY VERITAS. THESE
LIMITATION OF LIABILITY ARE REFLECTED IN THE PRICE OF THE SOFTWARE
LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
13
CONFIDENTIAL -- RESTRICTED ACCESS
PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS
OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS
DETERMINED ACCORDINGLY.
9. INDEMNITY. You agree to indemnify, defend and hold VERITAS and its
Suppliers harmless against any claims, lawsuits or damages by persons
or entities with whom you have used the Software Product.
10. U.S. GOVERNMENT RESTRICTED RIGHTS. This Software Product is provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in this Agreement
and as provided in FAR 52.227-19, FAR 12.212(a), FAR 52.227-14 (ALT
III), DFAR 252.227-7013(C)(1)(ii) (Oct. 1998), or DFARS 227.7202-1(a)
and 227.7202-3(a)(1995), as applicable. VERITAS Software Global
Corporation, 1600 Plymouth Street, Mountain View, California 94043.
11. COMPLIANCE WITH LAW. Each party agrees to comply with all applicable
laws, rules, and regulations in connection with its activities under
this Agreement. Without limiting the foregoing, you acknowledge that
the Software Product, including documentation and other technical data,
is subject to export controls imposed by the U.S. Export Administration
Act of 1979, as amended (the "Act"), and the regulations promulgated
thereunder. You will not export or reexport (directly or indirectly)
the Software Product or other technical data therefor without complying
with the Act and the regulations thereunder.
12. GENERAL. You agree to pay any tax assessed to this Software Product,
other than VERITAS' net income or franchise tax. The parties disclaim
the application of the United Nations Convention on the International
Sale of Goods. This Agreement will be governed by the laws of the State
of California, without regard to or application of conflicts of law
rules or principles. The prevailing party in any litigation arising out
of this Agreement will be entitled to recover, in addition to any other
relief awarded or granted, its reasonable costs and expenses, including
attorney's fees incurred in the proceedings. This Agreement may not be
assigned without VERITAS' prior written consent, and any attempt to do
so without such consent is void, If any provision of this Agreement is
held to be unenforceable, it will be enforced to the maximum extent
permissible, and the remaining provisions will remain in full force.
This Agreement is the complete and exclusive statement of the agreement
between us which supersedes any proposal or prior agreement, oral or
written, and any other communications between us in relation to the
subject matter of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
THE SOFTWARE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND
INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS
SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
14
CONFIDENTIAL -- RESTRICTED ACCESS
ATTACHMENT C - APERTURE SOFTWARE LICENSE AGREEMENT
15
CONFIDENTIAL -- RESTRICTED ACCESS
APERTURE(TM)
- -------------------------------------------------------------------------------
APERTURE TECHNOLOGIES, INC. SOFTWARE LICENSE
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE installing this software. By
installing this software, you agree to become bound by the terms of this
license. IF YOU DO NOT AGREE TO TI-IE TERMS OF THIS LICENSE, DO NOT USE THE
SOFTWARE ANT) PROMPTLY RETURN THE PACKAGE TO APERTURE TECHNOLOGIES, INC. WITHIN
THIRTY (30) DAYS FOR A FULL REFUND. "Client Software" refers to Aperture
Professional, Data Entry and ReadOnly. "Server Software" refers to Aperture
Server and Aperture SmartPictures Server. "Application Software" refers to a
specific project, module, interface, or script supplied by APERTURE
TECHNOLOGIES, INC. "Aperture Software" refers to any or all of Client Software,
Server Software, and/or Application Software. "Aperture Project" is defined as a
named, connected set of drawings and data. The enclosed Aperture Software is
licensed, not sold, to you by APERTURE TECHNOLOGIES, INC., for use only under
the following terms. APERTURE TECHNOLOGIES, INC. reserves any rights not
expressly granted to you. You own the media on which Aperture Software is
recorded, but APERTURE TECHNOLOGIES, INC. retains ownership of all copies of
Aperture Software itself.
1. LICENSE. This License allows you to:
(a) Install and/or use the Client Software only on the number of
computers for which the appropriate license fees have been
paid. License fees must be paid for the total number of
computers using the Client Software (as opposed to the number
of computers using such software concurrently).
(b) Install and use the Server Software only on the number of
servers for which the appropriate license fees have been paid.
Each licensed computer server may be accessed by multiple
licensed Client Software users (including via the internet).
(c) Install and use Application Software for which a license has
been purchased in accordance with subparagraphs 1(a) and 1(b),
or in a single Aperture Project (if so provided in the
applicable purchase order accepted by Aperture).
(d) Use the Documentation in connection with all permitted uses of
the Aperture Software.
(e) Make one copy of the Aperture Software and Documentation for
backup/archival purposes. You may also make additional copies
of the Aperture Software for use in a test environment solely
to perform Year 2000 compliance testing.
2. RESTRICTIONS. Your use of the Aperture Software is subject to the
following restrictions:
(a) You may use the Aperture Software only for your own internal
business purposes. Without limiting the generality of the
foregoing, you may NOT, without the written consent of
16
Aperture, offer or provide services to third parties (with or
without charge) utilizing the Aperture Software or use the
Aperture Software for electronic commerce or other public
access via the internet.
(b) The Aperture Software contains trade secrets and may be used
only in object code form. You may not decompile, reverse
engineer, disassemble or otherwise reduce the Aperture
Software to source code form, modify, adapt or translate the
Aperture Software, or create derivative works based thereon.
You may not disclose the Aperture Software and Documentation
to any third party (other than to your employees and
consultants for use as permitted by this license).
(c) You may not copy the Aperture Software or Documentation except
as expressly provided herein.
3. TERMINATION. This License is effective until terminated. This License
will terminate immediately without notice from APERTURE TECHNOLOGIES,
INC. if you fail to comply with any of its provisions. Upon termination
you must destroy the Aperture Software and all copies thereof, and you
may terminate this License at any time by doing so.
4. EXPORT ASSURANCES. You agree that neither the Aperture Software nor any
direct product thereof will be transferred or exported for sale,
directly or indirectly, into any country other than the USA and Canada.
The Application Software may be accessed through a network by an
end-user organization in any of their locations outside the USA and
Canada.
5. WARRANTY DISCLAIMER, LIMITATION OF REMEDIES AND DAMAGES. THIS APERTURE
SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS ARE LICENSED "AS IS."
IN NO EVENT WILL APERTURE TECHNOLOGIES, INC., OR ITS DEVELOPERS,
DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU FOR ANY
CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO
USE THE APERTURE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS EVEN IF
APERTURE TECHNOLOGIES, INC. OR AN AUTHORIZED APERTURE TECHNOLOGIES,
INC. REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
APERTURE TECHNOLOGIES, INC.'s liability to you for actual damages for any cause
whatsoever, and regardless of the form of the action, will be limited to the
greater of $500 or the money paid for the Aperture Software that caused the
damages.
6. GENERAL. If you are a U.S. Government end-user, this license of the
Aperture Software conveys only "RESTRICTED RIGHTS", and its use,
disclosure and duplication are subject to Federal Acquisition
Regulations, 52.227-7013(c)(1)(ii). This License will be construed
under the laws of the state of Connecticut, except for that body of law
dealing with conflicts of law, if obtained in the U.S., or the laws of
jurisdiction where obtained if obtained outside the U.S. If any
provision of the License is held by a court of competent jurisdiction
to be contrary to law, that provision will be enforced to the maximum
extent permissible, and the remaining provisions of this License will
remain in full force and effect.
17
CONFIDENTIAL - RESTRICTED ACCESS
TELCORDIA
TECHNOLOGIES
- ---------------------------
Performance from Experience
SCOPE CHANGE CONTROL FORM
This Scope Change No. 1NAP10-3 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 17
day of April, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change: Resale of Hardware for Permanent NAP in
Miami.
2. Date of Scope Change: April 17, 2001
3. Originator of Scope Change: Max Figueroa
4. Reason for the Scope Change: NAPA has requested that Telcordia
purchase hardware in support of the development of a Network
Operations Center (NOC) at the Permanent NAP facility in
Miami.
5. Details of the Scope Change (including any specifications):
Telcordia shall perform the following services:
o Upon NAPA's written approval of the quote for hardware, and
associated support contracts, contained in Attachment A
(Hardware), NAPA will issue a Purchase Order to Telcordia
for the full amount of the hardware. Telcordia shall then
order and take delivery of such Hardware.
o Upon completion of the development of the solution using
the Hardware as described in Work Statement 1NAP10,
Telcordia shall ship, at NAPA's expense including insurance
coverage, the Hardware to a secure location designated by
NAPA in Miami. All equipment will be considered accepted by
NAPA upon delivery to its designated destination.
o In no event shall Telcordia have any liability in
connection with shipment, nor shall the carrier be deemed
to be an agent of Telcordia. Telcordia shall not be liable
for damage or penalty for delay in delivery or for failure
to give notice of any delay.
TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
routed or made available solely to authorized persons having a need to know
within Telcordia and NAPA, except with written permission of Telcordia.
CONFIDENTIAL - RESTRICTED ACCESS
6. Implementation timetable of the Scope Change: Telcordia shall
place orders for Hardware by April 20, 2001.
7. Additional fees or refund, if any, of the Scope Change: NAPA
shall pay Telcordia for the Hardware on the basis of a fixed
price. Telcordia shall invoice NAPA for the entire amount due
upon signature of this change order by both parties. Telcordia
understands that NAPA is pursuing financing for the Hardware
but that such financing will not be completed before Telcordia
issues the purchase order. As a result, NAPA agrees to pay
Telcordia the full amount of $275,520.53 ("Advance Payment")
via bank wire transfer in advance of Telcordia's issuance of a
purchase order for the Hardware.
If NAPA is successful in closing financing with a leasing
company ("Leasing Company") for the Hardware within thirty
(30) days of the signature of this Change Order, and Telcordia
receives written evidence from such Leasing Company that
payment has been made to each of the vendors listed in
Attachment A ("Vendor Payment") for the equipment within the
same thirty (30) day period, Telcordia will return to NAPA the
Vendor Payment either as a cash payment or as a credit to the
oldest outstanding Telcordia invoice generated for NAPA. The
form of return payment will be either a check or a credit to
NAPA, at NAPA's option, subject to the following: (1) If NAPA
has an outstanding debit balance with Telcordia, the credit
and/or check shall be reduced by the amount of the debit
balance and the debit balance will be satisfied first; and (2)
Telcordia shall retain the difference between the Advance
Payment and Vendor Payment in consideration for Telcordia
purchasing Hardware for resale to NAPA. Telcordia shall also
provide the Leasing Company with an assignment letter
assigning full right and title to the Hardware purchased in
satisfaction of all Telcordia obligations under this
agreement.
8. Impact of the Scope Change on other aspects of the Schedule,
including but not limited to, the overall payment schedule,
contractual provisions, and Deliverable schedules:
The following additional terms apply to the resale of hardware as described in
this change order.
o TRANSFER OF TITLE: After payment in full is received by
Telcordia for the Hardware, Telcordia will ship such items,
at NAPA' s expense including insurance coverage, to a
location designated by NAPA, in accordance with the
schedule in Contract No. 1NAP10. Title to such Hardware
obtained by Telcordia for resale to NAPA shall pass to NAPA
upon receipt of the items so purchased.
o HARDWARE AND SOFTWARE: NAPA further acknowledges that
Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND
WHATSOEVER WITH RESPECT TO THE HARDWARE ACQUIRED BY NAPA
UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1)
TELCORDIA AND NAPA CONFIDENTIAL -- RESTRICTED ACCESS
See confidentiality restrictions on title page.
Page 2
CONFIDENTIAL - RESTRICTED ACCESS
AS TO THE FITNESS. DESIGN, OR CONDITION OF THE HARDWARE;
(2) AS TO THE MERCHANTABILITY OF THE HARDWARE OR ITS
Fitness FOR ANY PARTICULAR PURPOSE; (3) as to the quality
or capacity of the Hardware , the materials in the
Hardware, or workmanship in the Hardware; (4) as to any
latent defects in the Hardware; (5) as to any patent
infringement; and (6) as to the compliance of the Hardware
with any requirements of any law, rule, specification, or
contract pertaining thereto.
o PROBLEMS WITH HARDWARE. If the Hardware is not properly
installed, does not operate as represented or warranted by
the manufacturer, publisher or the supplier, NAPA shall
make a claim on account thereof solely against the
supplier, publisher or manufacturer and shall,
nevertheless, pay Telcordia all fees payable hereunder. As
between NAPA and Telcordia, and only in those instances
where the manufacturer, publisher or supplier has provided
any maintenance agreement, warranty or guaranty of any
nature whatsoever applicable to the Hardware, Telcordia
hereby assigns to NAPA whatever assignable interest
Telcordia may have in such maintenance agreement, warranty
or guaranty. The aforesaid assignment shall not in any way
be deemed to limit, negate, or otherwise affect the
disclaimer of warranties contained in the preceding
paragraphs. Telcordia shall not incur any duties arising
out of any manufacturer's, supplier's or publisher's
warranties or guarantees, except as otherwise expressly set
forth herein. Further, Telcordia shall not incur any
liability whatsoever arising out of any claims by NAPA or
breach of any manufacturer's, supplier's or publisher's
warranties or guarantees applicable to the Hardware.
o DELIVERY AND INSPECTION. NAPA will accept the Hardware
provided by Telcordia upon its delivery to the Permanent
NAP.
o LOSS OR DAMAGE. Except for the negligence or willful
misconduct of Telcordia related to the Services provided by
Telcordia, NAPA shall bear the entire risk of loss, theft,
destruction, or damage of the Hardware provided by
Telcordia or any portion thereof from any cause whatsoever.
The total or partial destruction of any such Hardware, or
total or partial loss of use or possession thereof by NAPA,
shall not release or relieve NAPA from the duty to pay the
fees herein provided. Telcordia shall not be obligated to
undertake, by litigation or otherwise, the collection of
any claim against any person for loss or damage of such
Hardware.
o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good
faith acceptance of a tax exemption certificate does not
represent an assurance that the State will also accept the
certificate as valid at the time of audit review. NAPA is
responsible for any future audit adjustment if the
certificate is not accepted. NAPA agrees to reimburse
Telcordia for the amount of audit adjustment and the
aggregate of tax, interest, and penalty, if a certificate
is subsequently denied.
TELCORDIA AND NAPA CONFIDENTIAL -- RESTRICTED ACCESS
See confidentiality restrictions on title page.
Page 3
CONFIDENTIAL - RESTRICTED ACCESS
o INDEMNITY. Except for the negligence or willful misconduct
of Telcordia related to the Services provided in this
section and/or any other related Work Statement, (i) NAPA
assumes the risk of liability arising from or pertaining to
the possession, operation, or use of the Hardware; and (ii)
NAPA hereby agrees to defend, indemnify and hold Telcordia
harmless from and against any and all claims, costs,
expenses, damages, and liabilities arising from or
pertaining to the use, possession, or operation of such
Hardware.
9. Other Comments:
The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.
AGREED BY:
NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ Brian K. Goodkind By: /s/ Thelina Andersen
---------------------------------- --------------------
Name: Brian K. Goodkind Name: Thelina Andersen
---------------------------------- ----------------
Title: EVP & COO Title: Senior Contract Manager
---------------------------------- -----------------------
Date: 4/18/01 Date: 5/4/01
---------------------------------- ------
TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
See confidentiality restrictions on title page.
Page 4
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ATTACHMENT A
- -----------------------------------------------------------------------------------------------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
DELL HARDWARE QUOTE
Base Unit: 2 Dell PowerEdge 6450, 700MHz/1M Cache, PIIIX, Redundant Power
Supplies (220-0662)
Processor: Dell PowerEdge 64X0, 700MHz, 1 MBSecond Processor, Factory Install
(311-0831)
Memory: 1GB RAM, 4 X 256MB Registered DIMMs, for Dell PowerEdge 6400/6450,
Factory Install (311-4110)
Keyboard: QuietKey Keyboard, 104 Key, Gray, 6 Pin, Factory Install (310-4100)
Monitor: Monitor Option-None (320-0058)
Floppy Disk Drive: 1.44MB, 3.5", Floppy Drive, for Dell PowerEdge Servers, Factory
Install (340-6209)
Operating System: No Operating System, For Dell PowerEdge Servers, Windows 2000
Factory Install (420-5100)
Mouse: Mouse Option None (310-0024)
NIC: INTEL DUAL-PRT, 4.0, Network Card, Dell PowerEdge (430-4938)
CD-ROM or DVD-ROM Drive: CD, 680M, IDE, Internal, No Controller/No Cables, 24X, Black,
Factory Install (313-3618)
Documentation Diskette: Electronic Documentation on CD (310-0438)
Controller Option: FC-HBA Adapter, Copper, Single, 2200/66, for Dell Power Vault,
Factory Install (340-7360)
TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
routed or made available solely to authorized persons having a need to know
within Telcordia and NAPA, except with written permission of Telcordia.
Page 5
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- -----------------------------------------------------------------------------------------------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
Option 1: Hard Drive Config, MS, Hard Drive Increasing (1 X 4 Mode), for
Dell Power Edge 64XX, Factory Install (340-9512)
Option 2: Rack, Rapid-Rail, 4U, for Dell Servers, Factory Install (310-0512)
Service: Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site
Response Initial Year (900-2840)
Extended Service: Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site
Response 2YR Extended (900-2842)
Installation: On-Site Installation Declined (900-9997)
Misc.: 18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400,
6350 (340-8808)
Misc.: 18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400,
6350 (340-8808)
Subtotal for Servers $23,859.00
TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
See confidentiality restrictions on title page.
Page 6
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- -----------------------------------------------------------------------------------------------------------------------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
Base Unit (Chasis) 1 Dell Power Vault 51F, Base (220-9658)
No Operating System for Dell Power Vault Servers
(420-3019)
Rail Kit, for Dell Power Vault 51F, Factory Install
(310-3583)
Type 2 Contract - Same Day 4-Hour 7x24 Parts &
Labor On-Site Response Initial Year (900-2470)
4-Hour/7x24 Parts and Labor On-Site Service, 2 Year
Extended, Wang (900-2572)
On-Site Installation Declined (900-9997)
Power Supply, 110W, Dual, for Dell Power Vault 51F,
Factory Install (310-3581)
hssdc/db-9, 30awg Cable for Dell Power Vault 650F,
Factory Install (310-0192)
-Quantity 4
HSSDC/HSSDC, 24 AWG, 6 Meter, Cable Dell Power
Vault, 50F, Factory Install (310-0336)
-Quantity 4
Subtotal for Chasis $12,659.90
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ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
Base Unit (RAID Disks) 1 Dell Power Vault 660F (220-0997)
512MB Dual Inline Memory Module, for Dell Power
Vault 660F (311-1177)
512MB Dual Inline Memory Module, for Dell Power
Vault 660F (311-1177)
Hard Drive, 18GB, Fiber Channel 1", 10K RPM, Power
Vault 224, 7 Pack (340-3365)
Controller, Power Vault 660F, 2 Raid, 2 LS (340-3369)
Troubleshooting Guide for Power Vault 660F
(310-0833)
Type 2 Contract - Same Day 4-Hour 7x24 Parts &
Labor On-Site Response Initial Year (900-2090)
4-Hour/7x24 Parts and Labor On-Site Service, 2 Year
Extended, Wang (900-2572)
Power Vault Advanced Software and Configuration
Support, Unlimited Resolution, Expires in 1 Year
(Level II) (900-5084)
On-Site Installation Declined (900-9997)
Worldwide Name Enhancement Service ((900-9976)
Subtotal for RAID Disk $23,897.50
Tax and Shipping total $1,876.07
DELL HARDWARE TOTAL $62,292.47
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ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
CISCO HARDWARE QUOTE
1.0 CISC02621 2 $3,095.00 $4,017.31 Dual 10/100 Ethernet Router with 2 WIC Slots & 1 NM Slot
2.0 CAB-AC 2 N/C NC Power Cord, 110V
3.0 S26CHL-12106 2 $2,400.00 $3,115.20 Cisco 2600 Series IOS IP/FW/IDS PLUS IPSEC 56
4.0 MEM2600-32U64D 2 $1,900.00 $2,466.20 32- to 64-MB DRAM Factory Upgrade for the Cisco 2600 Series
5.0 MEM2620-8U32FS 2 $1,500.00 $1,947.00 8 to 32MB Flash SIMM Upgrade for the Cisco 262x only
6.0 CON-OSP-26XX 2 $784.00 $1,293.60 OSP Svc, 2600 Series, Ethernet Modular Router w/IOS IP s/w
CISCO HARDWARE TOTAL $12,839.31
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PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
DATUM HARDWARE QUOTE
1.0 SSU-2000 2 $23,693.00 $52,124.60 SSU-2000 - Main Shelf, Stratum 2E Rb Clock,
Communications Module, GPS Input Module, Input
DS1 Module, (2)-20 Output DS1 Modules, Stratum 3E
Clock Module, (2)-Antenna Kit 100' to 400'
DATUM HARDWARE TOTAL $52,124.60
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ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
TELAMON HARDWARE
QUOTE
#TAC / Telalert
Complete Engine 1 $10,000.00 $11,000.00 Provides complete notification via e-mail, pagers, two-way
pagers, voice and interactive voice response (IVR),
loud speakers and electronic signboards. Includes one
TelAlert Complete server software license, ten client
connection licenses, one paging port, two internet ports,
one TelAlert Engine connection license, one TelAlert
Engine (hardware unit) with battery backup, internal
modem, local speaker, and cable set and one single line
paging connect software license.
TELAMON HARDWARE
TOTAL $11,000.00
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PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
SUN (2ND ORDER)
HARDWARE QUOTE
1.0 E220 (quote no.
WTSP-ML-420081-A) 2 $10,000.00 $40,247.94 E220R Servers
1.1 A34-ULD1-1GGB1 1 $13,189.00 $12,041.56 Enterprise 220R Server, On 450MHz Ultra SPARC-II
processor, 4MB E-cache, 1GB memory, two 36GB
10,000rpm 1-inch high internal Ultra SCSI, internal
DVD, Solaris server license, one power supply, 10/100
Ethernet (Standard Configuration)
1.2 X1195A 1 $5,500.00 $5,021.50 Ultra SPARC-II 450MHz processor module with 4MB cache
1.3 1033A 1 $695.00 $512.22 10/100 Base Fast Ethernet PCI Adapter 2.0 w/MII Sun
Fast Ethernet 2.0 PCI is a 10/100 Ethernet Network
interface card supporting the 33 Mhz PCI interface
standard. The Sun Fast Ethernet 2.0 PCI also offers a
MII interface to support external peripheral devices.
Factory installed option.
1.4 SOLZS-080B9AY9 1 $100.00 $73.00 Solaris 8 Standard, Latest Release English-Only Media Kit.
1.5 X311L 1 Localized Power Cord Kit North American/Asian
1.6 SERVER-INSTALL 1 $2,250.00 $2,475.00 Server Start installation service for Sun workgroup and
Enterprise servers (excluding E10000)
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PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
2.0 SG-XARY030A 1 $7,500.00 $5,527.50 72-Inch StorEdge Expansion Rack w/2 power
sequencers and cables. The StoreEdge Expansion Rack
is intended for a variety of Storage products including
the A1000/D1000, A3000, A5000, and tape products.
The rack is 24" wide and 72" tall. This rack will include
power sequencers and power cables.
3.0 X3858A 2 U.S./Canada power cord for StorEdge Expansion cabinet
(NEMA L6-30P plug)
Subtotal for
lines 1.0 - 3.0 $45,775.44
4.0 E220 1 $34,458.99 E220R Server with L40 Tape
4.1 A34-ULD1-1GGB1 2 $14,445.00 $26,376.57 Enterprise 220R Server, one 450MHz Ultra SPARC-II
processor, 4MB E-cache, 1GB memory, two 36GB
10,000rpm 1-inch high internal Ultra SCSI, internal
DVD, Solaris server license, one power supply, 10-/100
Ethernet (Standard Configuration)
4.2 X1195A 1 $5,500.00 $5,021.50 Ultra SPARC-II 450MHz processor module with 4MB cache
4.3 1033A 1 $695.00 $512.22 10/100 Base Fast Ethernet PCI Adapter 2.0 s/MII Sun
FastEthernet 2.0 PCI is a 10/100 Ethernet Network
interface card supporting the 33 Mhz PCI interface
standard. The Sun Fst Ethernet 2.0 PCI also offers
a MII interface to support external peripheral devices.
Factory installed option.
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ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
4.4 SOLZS-080B9AY9 1 $100.00 $73.70 Solaris 8 Standard, Latest Release English-Only Media Kit.
4.5 X311L 1 Localized Power Cord Kit North American/Asian
4.6 SERVER-INSTALL 1 $2,250.00 $2,475.00 Server Start installation service for Sun workgroup and
Enterprise servers (excluding E10000)
5.0 SG-XLIBDLT82R-L40 1 $40,000.00 $29,480.00 40 Cartridge rackmount tape library with 2x2 DLT8000 drives
6.0 SG-XTAPDLT8000-L20 2 $9,000.00 $13,266.00 Additional tape drive for the L20 library family
7.0 X6541A 1 $1,440.00 $1,061.28 Dual channel differential Ultra-SCSI host adapter, PCI;
includes 2m SCSI cables
8.0 SG-XARY030A 1 $7,500.00 $5,527.50 72-inch StorEdge Expansion Rack w/2 power
sequencers and cables. The StoreEdge Expansion Rack
is intended for a variety of Storage products including
the A1000/D1000, A3000, A5000 and tape products.
The rack is 24" wide and 72" tall. This rack will include
power sequencers and power cables.
9.0 X3858A 2 U.S. / Canada power cord for StorEdge expansion
cabinet (NEMA L6-30P plug)
Subtotal for lines
1.0 - 9.0 $83,793.77
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ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- --------------------- -------- ---------- --------- --------------------------------------------------------------------
1.0 A21 2 $7,694.50 Ultra 5 Workstations
1.1 A21UJC1Z9P-C256CY 1 $2,895.00 $2,643.14 Sun Ultra 5, Model 400, 1x400-MHz Ultra SPARC-III,
2-MB L2 cache, 256-MB DRAM, Onboard PGx24
Graphics, 2-GB 7200 rpm EIDE Internal disk, 48x
CD-ROM, 1.44-MB floppy, No Country Kit, Solaris 7,
11/99 and solaris 8, 01/00, installed (standard
configuration).
1 $1,250.00 $1,141.25 21-inch Color monitor, 19.8" v.a. 0.24mm dot pitch
aperture grille, 30-121kHz, WW agency compliance, 2m
DB13W3 captive video cable and HD15-pin connector
Sun unique ID, logo and color TCO 99, 10-language
users guide standard/Korean versions.
1.2 X7136A 1 North American UNIX, European UNIX, UNIX
Universal, Type 6 kit with Sun interface
1.3 X3515A 1 $45.00 $41.09 BAE VIDEO CONNECTOR
1.4 X471A
Subtotal for lines
1.0 - 1.40 $7,694.94
SUN (2ND ORDER)
HARDWARE TOTAL $137,264.15
TOTAL $275,520.53
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SCOPE CHANGE CONTROL FORM
This Scope Change No. 1NAPIO-4 ("Scope Change") amends the Work Statement,
Contract No. 1NAPIO, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13
day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change: Resale of Software for Permanent NAP in
Miami.
2. Date of Scope Change: April 13, 2001
3. Originator of Scope Change: Max Figueroa
4. Reason for the Scope Change: NAPA has requested that Telcordia
purchase software ("Software") and the associated professional
services provided by the designated software vendors outlined
in Attachment A, in support of the development of a Network
Operations Center (NOC) at the Permanent NAP facility in
Miami.
5. Details of the Scope Change (including any specifications):
Telcordia shall perform the following services:
o Upon NAPA's approval of the quote for Software, and
associated support contracts, contained in Attachment
A , NAPA will issue a Purchase Order to Telcordia for
the full amount of the Software. Telcordia shall then
order and take delivery of such Software.
o Upon completion of the development of the solution
using the Software as described in Work Statement
1NAP1O, Telcordia shall ship, at NAPA's expense
including insurance coverage, the Software to a
secure location designated by NAPA in Miami. All
equipment and integrated Software will be considered
accepted by NAPA upon delivery to its designated
destination.
o In no event shall Telcordia have any liability in
connection with shipment, nor shall the carrier be
deemed to be an agent of Telcordia. Telcordia shall
not be liable for damage or penalty for delay in
delivery or for failure to give notice of any delay.
6. Implementation timetable of the Scope Change: Telcordia shall
place orders for the Software by April 25, 2001.
Telcordia Technologies, Inc. and NAP of the Americas, Inc. - Restricted Access
This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having
a need to know within Telcordia and NAPA, except with
written permission of Telcordia.
Confidential - Restricted Access
7. Additional fees or refund, if any, of the Scope Change: NAPA
shall pay Telcordia for the Software on the basis of a fixed
price. Telcordia shall invoice NAPA for the entire amount due
upon signature of this change order by both parties. Telcordia
understands that NAPA is pursuing financing for the Software,
but that such financing will not be completed before Telcordia
issues the purchase order. As a result, NAPA agrees to pay
Telcordia the full amount of $277,352.14 ("Advance Payment")
in advance of Telcordia's issuance of a purchase order for the
Software.
If NAPA is successful in closing financing with a leasing
company ("Leasing Company") for the Software within thirty
(30) days of the signature of this Change Order, and Telcordia
receives written evidence from such Leasing Company that
payment has been made to each of the vendors, as listed in
Attachment A ("Vendor Payment") for the Software within the
same thirty (30) day period, Telcordia will return to NAPA the
Vendor Payment either as a cash payment or as a credit to the
oldest outstanding Telcordia invoice generated for NAPA. The
form of return payment will be either a check or a credit to
NAPA, at NAPA's option, subject to the following: (1) If NAPA
has an outstanding debit balance with Telcordia, the credit
and/or check shall be reduced by the amount of the debit
balance and the debit balance will be satisfied first; and (2)
Telcordia shall retain the difference between the Advance
Payment and Vendor Payment in consideration for Telcordia
purchasing Software for resale to NAPA. Telcordia shall also
provide the Leasing Company with an assignment letter
assigning full right and title to the Software purchased in
satisfaction of all Telcordia obligations under this
agreement.
8. Impact of the Scope Change on other aspects of the Schedule,
including but not limited to, the overall payment schedule,
contractual provisions, and Deliverable schedules:
The following additional terms apply to the resale of Software as described in
this change order.
o SOFTWARE LICENSES: After payment in full is received by
Telcordia for the Software, Telcordia will accept delivery and
install the Software. Telcordia will ship such Software, at
NAPA's expense including insurance coverage, to a location
designated by NAPA, in accordance with the schedule in
Contract No. 1NAP10. NAPA agrees to pay Telcordia the
licensing fees for the Third Party Software in accordance with
Section 7 above. In addition, NAPA agrees to be bound by the
licensing terms and conditions accompanying the Third Party
Software, whether in the form of "shrink wrap licenses" as
part of the documentation or "click accept" licenses
incorporated as part of the Third Party Software. Ownership of
the Software shall remain at all times with the publisher of
such Software.
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Confidential - Restricted Access
o SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT TELCORDIA HAS NOT
MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION,
EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH
RESPECT TO THE SOFTWARE ACQUIRED BY NAPA UNDER THIS CHANGE
ORDER, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
DESIGN, OR CONDITION OF THE SOFTWARE; (2) AS TO THE
MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE; (3) as to the quality or capacity of the
Software; (4) as to any latent defects in the Software; (5) as
to any patent infringement; and (6) as to the compliance of
the Software with any requirements of any law, rule,
specification, or contract pertaining thereto.
o PROBLEMS WITH SOFTWARE. If the Software is not properly
installed, does not operate as represented or warranted by the
manufacturer, publisher or the supplier, NAPA shall make a
claim on account thereof solely against the supplier,
publisher or manufacturer and shall, nevertheless, pay
Telcordia all fees payable hereunder. As between NAPA and
Telcordia, and only in those instances where the manufacturer,
publisher or supplier has provided any maintenance agreement,
warranty or guaranty of any nature whatsoever applicable to
the Software, Telcordia hereby assigns to NAPA whatever
assignable interest Telcordia may have in such maintenance
agreement, warranty or guaranty. The aforesaid assignment
shall not in any way be deemed to limit, negate, or otherwise
affect the disclaimer of warranties contained in the preceding
paragraphs. Telcordia shall not incur any duties arising out
of any manufacturer's, supplier's or publisher's warranties or
guarantees, except as otherwise expressly set forth herein.
Further, Telcordia shall not incur any liability whatsoever
arising out of any claims by NAPA or breach of any
manufacturer's, supplier's or publisher's warranties or
guarantees applicable to the Software.
o DELIVERY AND INSPECTION. NAPA will accept the Software
provided by Telcordia upon its delivery to the Permanent NAP.
o LOSS OR DAMAGE. Except for the negligence or willful
misconduct of Telcordia related to the Services provided by
Telcordia, NAPA shall bear the entire risk of loss, theft,
destruction, or damage of the Software provided by Telcordia
or any portion thereof from any cause whatsoever. The total or
partial destruction of any such Software, or total or partial
loss of use or possession thereof by NAPA, shall not release
or relieve NAPA from the duty to pay the fees herein provided.
Telcordia shall not be obligated to undertake, by litigation
or otherwise, the collection of any claim against any person
for loss or damage of such Software.
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3
Confidential - Restricted Access
o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith
acceptance of a tax exemption certificate does not represent
an assurance that the State will also accept the certificate
as valid at the time of audit review. NAPA is responsible for
any future audit adjustment if the certificate is not
accepted. NAPA agrees to reimburse Telcordia for the amount of
audit adjustment and the aggregate of tax, interest, and
penalty, if a certificate is subsequently denied.
o INDEMNITY. Except for the negligence or willful misconduct of
Telcordia related to the Services provided in this section
and/or any other related Work Statement, (i) NAPA assumes the
risk of liability arising from or pertaining to the
possession, operation, or use of the Software; and (ii) NAPA
hereby agrees to defend, indemnify and hold Telcordia harmless
from and against any and all claims, costs, expenses, damages,
and liabilities arising from or pertaining to the use,
possession, or operation of such Software.
9. Other Comments:
The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ CAROL D. GUERRIER
------------------------------------ ---------------------------------
Name: BRIAN K. GOODKIND Name: CAROL D. GUERRIER
---------------------------------- -------------------------------
Title: EXECUTIVE VICE PRESIDENT & COO Title: ASSOCIATE CONTRACT MANAGER
--------------------------------- ------------------------------
Date: 5-16-01 Date: 5-21-01
---------------------------------- -------------------------------
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4
Confidential - Restricted Access
ATTACHMENT A
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
HP SOFTWARE PRODUCTION QUOTE
1.0 1 $121,028.00 $86,535.02 VantagePoint Manager (main)
3.0 2 $29,742.00 $42,531.06 Network Node Manager
4.0 1 $8,741.00 $6,249.82 Custom Views (main)
6.0 1 $26,346.00 $18,901.74 VantagePoint Remedy SPI (main)
8.0 1 $9,811.00 $7,014.87 Oracle SPI (main)
10.0 4 $2,616.00 $7,481.76 Tier 1 Agent
11.0 2 $1,741.00 $2,489.63 Tier 0 Agent
HP SOFTWARE PRODUCTION TOTAL $171,203.89
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
FUNK SOFTWARE PRODUCTION QUOTE
1.0 SBUC2-V225 1 $9,500.00 $10,450.00 Steel Belted Radius Enterprise
Edition for Solaris 2 Pack includes 1 year
service _________________.
FUNK SOFTWARE PRODUCTION TOTAL $10,450.00
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Confidential - Restricted Access
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
ITEM AND UNIT PRICE TERREMARK
PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
ORACLE SOFTWARE PRODUCTION QUOTE
1.0 2 $620.00 $954.80 SQL*Plus - Named User Multi Server
2.0 15 $200.00 $2,310.00 Oracle Database Standard Edition
- Name User Multi Server
3.0 1 $296.80 $228.54 Initial 1 Year Product Support -
Annual Technical Support
4.0 1 $39.95 $43.95 Oracle(R)Database 8i Release 3
(8.1.7) CD
5.0 1 $636.00 $489.72 UPDATE SUBSCRIPTION SERVICE FEE
ORACLE PRODUCTION TOTAL $4,027.00
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6
OPERATIONS DESIGN AND DOCUMENTATION FOR THE NAP NETWORK
WORK STATEMENT NO. 0017
CONTRACT NO. 1NAP17
- --------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Professional Services Master
Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on
September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.
1. SCOPE OF SERVICES
As described in this WS, Telcordia shall provide Professional Services
associated with the documentation of policies and process flows necessary to
operate the permanent Internet Network Access Point ("NAP") network at the
Technology Center of the Americas ("TECOTA") location in Miami. Telcordia shall
work with NAPA to design the policies, processes, procedures and tasks for the
operation of the NAP peering infrastructure, the Network Operations Center (NOC)
systems and the general data center operations that are needed to run a NAP of
this size.
2. DESCRIPTION OF SERVICES
Telcordia shall design and document the following items for NAPA. The items may
include one or more of the following:
POLICY: Description of the corporate directive(s) for a specific
business function, why it is important and who has management
responsibility for the function.
PROCESS: High-level flow charts and text descriptions that show what
needs to get done and who does it, to accomplish a specific
function consistent with business policy.
PROCEDURE: Atomic level description of how to do a specific task that
when done according to the process flow results in the
completion of an activity consistent with business policy. We
also refer to these as Methods and Procedures.
COACHING: On site tutoring or coaching of students on the proper
application of policies, processes or procedures.
Telcordia shall develop the design and documentation for the following
management areas:
a) PERFORMANCE MANAGEMENT: Policy/process/procedures for trouble
reporting within NAPA and to customers. Generation of reports
on: installation intervals, customer trouble resolution
TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be
distributed, routed or made Available solely to the authorized persons
having a need to know within Telcordia and NAPA,
Except with written permission of Telcordia.
CONFIDENTIAL - RESTRICTED ACCESS
Final Issue v2
intervals, etc. (Note, systems for collecting this information
is covered under WS1O). Trouble escalation procedures that
involve customers and NAPA.
b) CHANGE MANAGEMENT: Policy/process/procedures for handling
building inventory. Type of information to record, reconciling
database with physical inventory, etc. (Note, the inventory
software system is being developed under WS1O) Naming and
nomenclature for inventoried items. Change control board
policy/process/procedures for system upgrades, backups, etc.
Data retention policies (e.g., off-site storage, etc.)
Evaluation of possible ISO certifications for the NAP.
Policy/process/procedure for managing documents.
Communications plans and decimation of key learnings.
c) CUSTOMER MANAGEMENT: Service activation
policies/process/procedures for going from sales of services,
to creation of a service order, to alerting customer of the
service status. (Note, the actual provisioning of the service
is covered under WS 10). This includes coordination of
customer equipment deliveries to the NAPA facility.
Definitions of policies/process/procedures for managing
customer requests and inquiries for existing customers.
Service de-activation policies/process/procedures. Customer
service acceptance/certification policies/procedures.
Policies/process/procedures to handle customer inquiries,
opening trouble tickets and to determine status of customer
problem resolution.
d) SYSTEMS MANAGEMENT: Policies/process/procedures for system
administrators that have the responsibilities to manage the
NOC servers and database servers. Management of employee
desktop systems, employee email, time reporting, voucher
systems, etc. Software change control
policy/process/procedures. This work will also develop a
manual that describes the day to day activities of NOC
personnel, and will also include a glossary and definition of
terms that are needed by NOC personnel.
e) TECHNICAL WEB SITE: Policies/process/procedures for the
information to be included in the technical web site. Split of
technical information by: globally available information,
information for NAP customers only, specific customer
information and information for NAPA only. Security systems
for the Web site. Definition of self-help web sites that allow
customer to initiate or change existing services. Marketing
and sales web sites are specifically not included in this WS.
This work does not include web site design.
f) PHYSICAL AND NETWORK SECURITY MANAGEMENT: Access control
procedures. Definition of daily and long-term network security
analysis for the physical systems on the second floor of the
TECOTA building. Configuration management of the logical
network security including access lists and Policy for
allowing access to various systems. Specifically not included
in this WS are: security audits, periodic reviews and
recommendations from those periodic reviews.
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g) HUMAN RESOURCES: Definition of staff roles and
responsibilities; job titles; example tasks for each title;
job requirements and advertisements are included. Training
policy including: new-hire training, certification policies,
etc. are included. Specifically not included in this WS are
worker grade and salary levels; promotion criteria, career
path migration.
3. NAPA RESPONSIBILITIES
a) Todd Gale shall be the single point of contact empowered to
make decisions related to the Services.
b) NAPA shall provide:
o Access to NAPA personnel to assist in defining
billing, network and service operations;
o Access to existing policies and procedures that will
be used as a basis for the Services.
c) NAPA shall review any Deliverable document submitted by
Telcordia in draft form and notify Telcordia in writing within
ten (10) business days of any deficiencies in the draft
Deliverable document in sufficient detail to enable Telcordia
to make any necessary changes and submit to NAPA in final form
or notify Telcordia of a delay in the document review. If a
response is not received on the draft Deliverable within ten
(10) business days, the Deliverable will be deemed accepted by
NAPA.
Failure to perform any of the above NA.PA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.
4. FEES AND PAYMENTS
NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.
a) ESTIMATED AMOUNTS: Telcordia estimates that the fee for the
Services will be approximately Eight Hundred Thousand Dollars
(US$800,000) ("Estimated Fee"), excluding out of pocket
expenses and materials. The Estimated Fee is non-binding on
Telcordia, Telcordia shall notify NAPA when it reaches
eighty-five percent (85%) of the Estimated Fee. Telcordia
shall obtain prior written approval to exceed the Estimated
Fee in the aggregate (fees plus reimbursable expenses).
Telcordia reserves the right to suspend the performance of
Services hereunder and toll the term of this WS until NAPA
approves in writing a revised Estimated Fee, if any.
b) BILLING: NAPA shall pay Telcordia for the Services on the
following basis:
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1) LABOR: All labor shall be reimbursed on an hourly
basis, based on the actual hours incurred multiplied
by the hourly rates as set forth below. The rates
below represent Preferred Pricing rates as defined in
Section 2 of the Master Agreement, as amended.
------------- ------------------------- -------
ROLE NAP OF THE AMERICAS ROLES RATE
------------- ------------------------- -------
Engineering Principal $315
------------- ------------------------- -------
Engineering Principal Engineer $242
------------- ------------------------- -------
Engineering Senior Engineer $180
------------- ------------------------- -------
Engineering Engineer $144
------------- ------------------------- -------
Engineering Associate Engineer $120
------------- ------------------------- -------
Engineering Technician $95
------------- ------------------------- -------
Engineering Junior Technician $70
------------- ------------------------- -------
2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall
reimburse Telcordia for all reasonable out-of-pocket
expenses incurred in connection with the Services,
including, but not limited to, travel, lodging,
meals, telephone, all materials purchased by
Telcordia exclusively for use in performing the
Services and contracted services provided by Third
Party Hardware and Software manufacturers, resellers
or integrators. Telcordia shall bill NAPA for these
out of pocket expenses at cost on a monthly basis.
Telcordia shall notify NAPA in advance of contracting
with third parties for services to complete this WS.
Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.
5. DELIVERABLES
Telcordia shall also provide written Deliverables in Adobe Acrobat(R) format and
in Microsoft Office format. During the course of this WS, individual
deliverables will be defined by mutual agreement by Telcordia and NAPA.
6. SCHEDULE OF SERVICES
The term of this WS is April 9, 2001 through March 31, 2002.
During the course of this WS, individual deliverables will be scheduled for
completion by mutual agreement by Telcordia and NAPA.
7. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.
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8. TELCORDIA CONTACTS
TECHNICAL CONTACT ADMINISTRATIVE CONTACT
----------------- ----------------------
Richard Nici Max Figueroa
Director, Broadband Networking and e-Business General Manager, Broadband Networking e-Business
331 Newman Springs Rd. 331 Newman Springs Rd.
Red Bank, NJ 07701 Red Bank, NJ 07701
Telephone: 732-758-5447 Telephone: 732-758-2218
Fax: 732-758-4177 Fax: 732-758-4177
Email: mici@telcordia.com Email: mfiguero@telcordia.com
9. OTHER TERMS AND CONDITIONS
a) ACCEPTANCE OF SERVICES
Acceptance of Services shall be deemed to have occurred upon having
performed such Services.
The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.
AGREED BY:
NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ JOEL M. GOLDSTEIN
----------------------------------- -----------------------------------
Name: BRIAN K. GOODKIND Name: JOEL M. GOLDSTEIN
--------------------------------- ---------------------------------
Title: EXECUTIVE VICE PRESIDENT & COO Title: DIRECTOR, CONTRACT MANAGEMENT
-------------------------------- --------------------------------
Date: 6-5-01 Date: 6-11-01
--------------------------------- ---------------------------------
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