CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Work Order
No. 03027350
Between
Cingular Wireless, LLC
And
SBC Services, Inc.
CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
WORK ORDER
This Work Order, effective on the date when signed by the last party ("Effective
Date"), is by and between Cingular Wireless, LLC ("Cingular"), a Delaware
limited liability company, and SBC Services, Inc. ("SBC"), a Delaware
corporation, and shall be governed pursuant to the terms and conditions of
General Agreement Number 01018518 (the "General Agreement"). Any terms and
conditions in this Work Order that modify or change the terms and conditions of
Agreement Number 01018518 shall apply to this Work Order only.
1. DESCRIPTION OF MATERIAL AND/OR SERVICES:
Cingular will provide wireless voice Services, Material for wireless
voice Services, and the logistical Services for maintaining inventory,
shipping, provisioning, receiving, and billing for the wireless voice
Services and Material. These Services and Materials will be provided
for the SBC Midwest region in Ohio, Indiana, and Illinois. The Service
and Materials are specified in Appendix A.
2. ENTIRE AGREEMENT
The terms contained in the General Agreement, this Work Order and in
any other Work Orders, including all appendices and subordinate
documents attached to or referenced in the General Agreement, this Work
Order or in any other Work Orders, constitute the entire integrated
agreement between Cingular and SBC with regard to the subject matter
contained herein. This Work Order supersedes all prior oral and written
communications, agreements, and understandings of the parties, if any,
with respect hereto. This includes but is not limited to the Agreement
by and between "Southwestern Bell Mobile Systems, LLC, d/b/a Cingular
Wireless" and "Illinois Bell Telephone Company" which became effective
on 16 October, 2001, and the Agreement by and between "Ameritech
Network Services" and "Ameritech Mobile Communications, Inc. on behalf
of the Cincinnati SMSA Limited Partnership" which became effective on 1
May, 1998. Acceptance of Material or Services, payment or any inaction
by SBC, shall not constitute SBC's consent to or acceptance of any
additional or different terms from those stated in this Work Order.
Estimates furnished by SBC shall not constitute commitments.
No oral promises or statement induced either party to enter into this
Work Order and the parties agree that the only modification or
amendment of the Work Order's express language is through a subsequent
written document signed by the parties.
3. TERM OF AGREEMENT:
a. This Work Order is effective on the date when signed by the last party
("Effective Date") and, unless Terminated or Canceled as provided
pursuant to the terms and conditions of General Agreement Number
01018518, shall remain in effect for a term ending on August 31, 2006
(the "Initial Term"). The Parties may extend the term of this Work
Order by mutual agreement in writing.
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
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CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
b. The Termination, Cancellation or expiration of this Work Order shall
not affect the obligations of either Party to the other Party pursuant
to any Order previously executed hereunder, and the terms and
conditions of this Work Order shall continue to apply to such Order as
if this Work Order were still in effect.
4. PERSONNEL TO PERFORM THE SERVICES:
Cingular will provide adequate personnel to provide logistical Services
for maintaining inventory, shipping, provisioning, and receiving for
the wireless voice Services and Material.
5. LOCATION:
Cingular personnel who provide the Services and Material will be
located in Cingular locations in Ohio, Indiana, or Illinois or as
selected by Cingular.
6. PRICES:
Cingular will charge SBC for the wireless Services and Material as
detailed in Appendix B.
7. PAYMENT:
SBC will make payment in accordance with the General Agreement.
8. INVOICES/BILLING INFORMATION:
Invoices and billing information are to be sent:
SBC Midwest
2000 West Ameritech Center Drive
Location #4E 14
Hoffman Estates, IL 60196
Attn: Assoc Dir - Ntwk Svcs Regulatory Supt
Phone: (847)248-1404
9. PROJECT MANAGER/POINT OF CONTACT:
The project manager and/or point of contact shall be:
SBC Midwest
2000 West Ameritech Center Drive
Location # 4E14
Hoffman Estates, IL 60196
Attn: Assoc Dir - Ntwk Svcs Regulatory Supt
Phone: (847)248-1404
10. NOTICES:
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
3
CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
Except as otherwise provided in this Work Order, all notices or other
communications hereunder shall be deemed to have been duly given when
made in writing and either 1) delivered in person, or 2) when received,
if provided by an overnight or similar delivery Service, or 3) when
received, if deposited in the United States Mail, postage prepaid,
return receipt requested, and addressed as follows:
IF TO CINGULAR:
Cingular Wireless, LLC
7330 San Pedro Plaza
9th Floor
San Antonio, TX 78216
Attn: Key Account Manager
Phone: (214)478-4733
WITH A COPY TO:
Cingular Wireless, LLC
5565 Glenridge Connector
Atlanta, Georgia 30342-4756
Attn: General Counsel
IF TO SBC:
SBC Services, Inc.
2000 W. Ameritech Center Drive
Location # 3A09B
Hoffman Estates, IL 60196
Attn: SCM - IT Hardware/Office Technology
Phone: (847)248-8334
WITH A COPY TO:
SBC Midwest
2000 West Ameritech Center Drive
Location #4E 14
Hoffman Estates, IL 60196
Attn: Assoc Director - Network Services Regulatory
Support
Phone: (847)248-1404
The address to which notices or communications may be given by either party may
be changed by written notice given by such party to the other pursuant to this
paragraph entitled "Notices".
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
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CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which
may be in duplicate counterparts, each of which will be deemed to be an original
instrument, as of the date the last Party signs.
CINGULAR WIRELESS, LLC SBC SERVICES, INC.
By:__________________________ By:_________________________________
Printed Name: Printed Name: Ronald P. Watt
Title: Title: Executive Director - I/T Contracting
Date:___________ Date:_______________
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
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CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
APPENDIX A - MATERIAL AND SERVICES
1. CINGULAR PROVIDED MATERIALS:
Cingular shall provide only the following Materials: digital/analog
wireless handset, battery for wireless handset, A/C power charger,
pre-paid return shipping label, and letter summarizing Services
provided, Material return instructions, and Cingular customer care
contacts. Pricing for digital/analog handset, battery for wireless
handset, and A/C power charge is detailed in Appendix B.
2. CINGULAR PROVIDED SERVICES:
Cingular shall provide only the following Services: storage of
digital/analog wireless devices, batteries for wireless handsets, A/C
power chargers, and summarizing letters; shipping of wireless Material
to include receiving SBC orders for delivery, overnight delivery,
tracking of deliveries; provisioning of wireless Services to include
activations, suspensions, and cancellations; receiving of wireless
Services to include receiving SBC order for recovery, standard United
States Postal Service (USPS) recovery, tracking of recoveries.
3. STORAGE OF MATERIAL
Cingular wall provide storage of Material at a Cingular location. The
storage of this devices will include an inventory log to track location
of Material. Cingular will also track the dates that the Material was
either stored in inventory or removed from inventory. Cingular will
utilize a first-in-first-out rotation process when managing the
inventory of Material that Cingular is storing as part of this
Agreement.
4. SHIPPING OF MATERIAL
Cingular will provide overnight delivery of Material to the SBC ordered
location. Cingular will ship, via over night delivery, SBC orders that
are received by 2:00 PM Central Time. The overnight delivery will be
for the next business day morning. The cost of this overnight delivery
will be incurred by Cingular based on the Services provided and priced
in Appendix B. Cingular will track the delivery locations and dates of
delivery.
5. PROVISIONING OF WIRELESS SERVICES
Cingular will keep the wireless Services suspended while the Material
is in storage. Upon receiving a SBC order to ship Material to a
location, Cingular will activate the wireless Service. The wireless
Service will remain active until Cingular receives an SBC order to
recover Material. At that time, Cingular will suspend Service. In the
event SBC needs to add or reduce the quantity of Material in storage,
Cingular will activate or cancel wireless Service as requested by SBC.
The minimum number of wireless Service to remain active for the
application is detailed in Appendix B.
6. RECOVERING OF MATERIAL
Cingular will track the recovery of Material after receipt of an order
placed by SBC for the Material to be returned to Cingular. A Letter of
Summary will provide directions to the SBC customer on when to return
Material to Cingular. Cingular will notify SBC, at e-mail address
"cell_opt_exclude@msg.ameritech.com" if Cingular has not received the
Material with
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
6
CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
fourteen (14) days after the receipt of the SBC order to recover the
Material. If Cingular has not received the Material after thirty (30)
days from the receipt of the SBC order to recover the Material,
Cingular will replace the Material and will charge SBC the cost of new
Material based on the pricing in Appendix B.
7. LETTER OF SUMMARY
Cingular will provide a letter with each shipment to an SBC customer
that summaries the use of the Material and wireless Service. The
content of the letter will be jointly agreed to by both Parties but
will include at a minimum the directions on when to return Material to
Cingular.
8. CUSTOMER CARE
Cingular will provide access to Cingular's consumer customer care for
the SBC customer receiving the Material and wireless Service. The
contact number for this customer care is 1-866-CINGULAR. Cingular will
work in good faith to provide the SBC customer with technical
troubleshooting support and wireless Material operational support.
Cingular will use commercially reasonable efforts to identify and
remove any features that have been added to the wireless Service by the
SBC customer so that no additional charges will be incurred by SBC.
This-does not release SBC from liability for such additional charges if
they are added to the wireless Service by the SBC customer.
9. SBC ORDERS
SBC will provide orders for wireless Material and Services to Cingular
via email. These orders shall include shipping, and recovery of
Material from SBC customers. The following email addresses will be used
for receiving orders from SBC:
1. Ameritechrecoveryprogram-il@Cingular.com
2. Ameritechrecoveryprogram-indy/oh@Cingular.com
The order to ship Material must include the following information:
1. SBC Customer Name
2. SBC Customer Address (no PO Boxes allowed)
3. SBC Customer Phone Number
The order to recover Material must include the following information:
1. SBC Customer Name
2. SBC Customer Address (no PO Boxes allowed)
3. SBC Customer Phone Number
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
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CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
APPENDIX B - PRICING
1. MATERIAL
Currently, there are five hundred (500) handsets being held in storage
by Cingular for SBC. The following pricing for Material will be for new
activations and upgrades associated with increasing the quantity of
Material in storage beyond the current five hundred (500) handsets
being held in storage by Cingular for SBC. New activations are
considered new mobile numbers that are activated by Cingular through an
order placed by SBC. Upgrades are considered replacing wireless
handsets for an existing mobile number that has completed 12-months of
wireless Service from date of activation or has completed 12-months of
wireless Service from date of a previous upgrade as part of this Work
Order. It is agreed by the parties that handsets will consist of the
lowest cost handset, associated battery, and A/C charger that Cingular
has available for sale at that time, and within that Cingular market
area.
MATERIAL DESCRIPTION PRICE
- -------- ----------- -----
Handset Analog/Digital Handset $19.99
Battery NiMH Battery Free
A/C Charger Standard Travel A/C Charger Free
The following pricing will be for replacement of existing Material for
an already existing mobile number that is not considered an upgrade.
MATERIAL DESCRIPTION PRICE
- -------- ----------- -----
Handset Analog/Digital Handset $100
Battery NiMH Battery $ 40
A/C Charger Standard Travel A/C Charger $ 15
2. SERVICES
The following prices are for Services provided to an SBC customer
covered under this Work Order. The SBC discount provided under terms of
Agreement Number # 01020972 will be applied to individual rate plans
for Services. The SBC discount provided under terms of Agreement Number
# 01020972 is not available on Pooled rate plans. In the event that new
Service is ordered by SBC and then the Service is deactivated,
applicable termination fees will be applied by Cingular pursuant to
Agreement Number # 01020972.
COST PER COST PER COST FOR
COST PER MINUTE MINUTE POOLED
RATE PLAN DESCRIPTION USER OVERAGE ROAMING MINUTES
--------- ----------- -------- ------- ------- --------
Preferred Nation Pooled 5,000 minute of use per month. No $10 per $0.35 $0.69 $400 per
long distance fees. month month
Preferred Nation Pooled 11,000 minutes of use per month. $10 per $0.35 $0.69 $880 per
No long distance fees. month month
Preferred Nation Pooled 17,500 minutes of use per month. $10 per $0.25 $0.69 $1,400 per
No long distance fees. month month
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
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CINGULAR WIRELESS LLC
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EXHIBITS - Work Order No. 03027350 Between Cingular Wireless and SBC
Services, Inc.
EXHIBIT 10.63
Agreement Number 03027350
Preferred Nation 25,000 minutes of use per $10 per $0.25 $0.69 $2,000 per
Pooled month. No long distance fees, month month
The following features will be provided at no additional cost:
- - Detailed billing
- - Caller ID (only available in digital market areas)
The following pricing is for Service associated with the logistics for storage,
shipping, provisioning, and receiving.
SERVICE DESCRIPTION PRICE
------- ----------- -----
Logistics Storage, shipping, provisioning, and $60.00 per
receiving as detailed in Appendix A. The shipment
price is based on Service being active
during the month whether for a partial
month or a full month. For example, if a
handset gets sent out twice in a on month
period, it will be subject to two (2)
$60.00 shipment fees.
Logistics Storage, shipping, provisioning, and $3.00 per
receiving as detailed in Appendix A. The unit per
price is based on a minimum of 500 month
handsets ("units") per month. If the
number of units is less than 500 units,
500 units will be charged. If there are
more than 500 units, each additional unit
will add $3.00 per month to the price per
month.
PROPRIETARY INFORMATION
THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, CINGULAR, THEIR AFFILIATES AND THEIR THIRD PARTY REPRESENTATIVES, EXCEPT
UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES.
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