EXHIBIT 10.4
NOTE: PORTIONS OF THIS EXHIBIT (MARKED WITH AN ASTERISK) HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
TELCORDIA TECHNOLOGIES
CTC Licensed Software Production
Work Statement Number CTC001
This Work Statement is subject to the terms of the Master Agreement for NGN
Software and Professional Services, Contract No. 20000315JQ9492 ("Agreement")
dated as of May 5, 2000 and is between CTC Communications Corp. ("CTC") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall make available
the Licensed Software, including any related proprietary documentation,
described in this Work Statement under the Terms and Conditions of the
Agreement and the additional terms and conditions contained in this Work
Statement. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.
III. TELCORDIA'S TECHNICAL AND ADMINISTRATIVE CONTACTS
Technical Contact Administrative Contact
Michael Kubik Christine Kordalski
Program Manager Account Executive
Telcordia Technologies, Inc. Telcordia Technologies, Inc.
444 Hoes Lane, (Room 4D119) 3 Corporate Place (Room 2H335)
Piscataway, NJ 08554-4182 Piscataway, NJ 08854
Telephone: (732) 699-8701 Telephone: (732) 699-7898
Fax: (732) 336-2725 Fax: (732) 336-3482
Email: [email protected] Email: [email protected]
with a copy to: David Lane
Director Contract
Management
Telcordia Technologies,
Inc.
445 South Street (room
1A126R)
Morristown, NJ 07960
Tel. No. 973-829-2354
Fax No. 973-829-2364
IV. CTC's TECHNICAL AND ADMINISTRATIVE CONTACTS
Technical Contact Administrative Contact
Aaron Bruneau Steve McGrath
Senior Network Engineer Program Manager
CTC Communications CTC Communications
220 Bear Hill Road 220 Bear Hill Road
Waltham, MA 02451 Waltham, MA 02451
Telephone: 781-522-8727 Telephone: 781-522-8753
Fax: 781-522-8798 Fax: 781-522-8629
Email: [email protected] Email: [email protected]
III. CTC'S BILLING CONTACT
Steve McGrath
Program Manager
CTC Communications Corp.
220 Bear Hill Road
Waltham, MA 02451
Tel. No.
781-522-8753
Fax No.
781-522-8629
In consideration of the mutual obligations assumed under the Agreement and
under this Work Statement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Telcordia and CTC
agree to the terms and conditions attached to this Work Statement, which
terms and conditions are incorporated herein by reference.
AGREED BY:
CTC Communications Corp. Telcordia Technologies, Inc.
By: By:
Name: Name: David Lane
Title: Title: Director Contract Management
Date: Date:
1. Overview
This Work Statement describes the Licensed Software, Deliverables, Services
and Maintenance to be provided to CTC by Telcordia in connection with CTC's
Production (as defined below) rollout of the TelcordiaT Call Agent technology
(hereinafter referred to as the "Production Project").
The purpose of the Production Project is to deploy the Call Agent technology
in one CTC lab and two CTC Production facilities. Telcordia will provide to
CTC the following Releases (as defined below) of the Licensed Software (as
defined below): (i) in year 2000, Licensed Software Based On Call Agent
Release 2.1 (as defined below); and (ii) in year 2001, the two subsequent
Releases. In connection with these Licensed Software Releases, Telcordia
will provide program management, technical support, training, installation,
and acceptance testing. Subsequently, Telcordia will make available to CTC
maintenance under Telcordia's standard maintenance terms.
The Production Project commences on April 3, 2000 and will continue through
December 31, 2005 ("Production Project Period"). A proposed schedule for the
Production Project is set forth in the Proposed Project Plan attached hereto
as Attachment B.
This Work Statement is being executed concurrently with the CTC Licensed
Software Lab Pilot Work Statement Number CTC001between Telcordia and CTC
enabling CTC to commence integration of the Licensed Software and CTC's
network operations ("Lab Pilot Project").
2. Definitions
In addition to the definitions set forth in the Agreement, the following
definitions will apply to this Work Statement:
"Additional Ports" means Ports (as defined below) according to the Pricing
Schedule set forth in Section 7.1 hereto.
"ANI" means Accelerated Networks, Inc.
"CALEA" means Communications Assistance for Law Enforcement Act.
"Cisco" means Cisco Systems, Inc.
"CTC Internal User" means a user of the Licensed Software who is either a CTC
employee or a CTC contractors or consultants performing services at a CTC
location.
"CTC Lab" means CTC's 220 Bear Hill Road, Waltham, Massachusetts testing and
networking facility.
"CTC Network" means voice and data communication services provided by CTC to
CTC's commercial customers and internal operations.
"CTC Network Operating Centers" or "NOCs" means the two (2) CTC sites
(located in the United States) at which the Licensed Software will be
deployed in a production environment.
"CTC Tier 1 Help Desk" means an organization that provides the end user
interface for receipt of all end user customer inquires and problem reports (
"Customer Call(s)"). The CTC Tier 1 Help Desk records, documents,
prioritizes and date-stamps each Customer Call resulting in a record of each
Customer Call ( "CTC Trouble Ticket"), and attempts to respond to the
Customer Call pursuant to an initial problem definition/resolution process
("CTC Tier 1 Help Desk Process"). In the event the CTC Trouble Ticket is not
closed during the CTC Tier 1 Help Desk Process, the Trouble Ticket is routed
to the CTC Tier 2 Organization for Fault Isolation.
"CTC Tier 2 Organization" means an organization that will isolate the
specific Customer Call issue down to the Network Component. This process
determines organization ownership of the CTC Trouble Ticket. The CTC Tier 2
Organization isolates the fault between hardware and software of the specific
Network Component element (e.g. access gateway) and external influences.
Isolation information is added to the CTC Trouble Ticket and the CTC Trouble
Ticket is forwarded to the vendor, including Telcordia, or CTC organization,
providing the Network Component, as applicable.
"Cumulative Payments" means the total Licensed Software Right To Use ("RTU")
fees committed and paid for through a specific scheduled date.
"Cumulative Ports" means the total number of Ports, to date, that CTC is
committed to license and pay for through a specific scheduled date.
"Delta Training" means training on the Licensed Software which is limited to
the new features associated with a specific Release. Users are assumed to
have prior knowledge of the Licensed Software Releases.
"Detailed Project Plan" means a task level expansion of the Proposed Project
Plan, to include working level tasks and activities of the Production
Project, to be developed and approved in writing by Telcordia Program
Management and CTC Program Management within 60 days of execution of this
Work Statement.
"Fault Isolation" means the process of first reproducing a problem reported
by a Customer Call in a laboratory environment, followed by isolating the
problem to the specific Network Component.
"Field Integration Testing" or "FIT" means the test plans developed and
executed by CTC in the CTC NOCs in performing end-to-end testing of the
Licensed Software features in combination with the Network Components.
"HP "K" Class Equipment" means the equipment leased from HP by Telcordia to
be loaned to CTC for use in the Lab Pilot Project pursuant to a separate loan
agreement between the Parties.
"HP "L" Class Equipment" means some but not all of the Third Party Hardware
comprised of certain HP equipment which is to be purchased by CTC from either
HP or a Third Party.
"Installation and Deployment" or "I&D" means the process of loading Licensed
Software, Third Party Software and reference data, and performing the
Installation Verification Test Plan, pursuant to Section 4.5 hereto.
"Lab Pilot Period" means the period of time between 4/3/00 and 11/18/00,
unless otherwise extended pursuant to a Change Order (in the form of Exhibit
"E" to the Agreement).
"Lab Pilot Project" means a Virtual Private Network ("VPN") between the CTC
Network lab in Waltham, Massachusetts and up to 20 north east CTC sales
offices selected by CTC using the Licensed Software to deliver "On Net" voice
service for the purposes of helping CTC to understand the voice quality,
network performance and OSS interfaces characteristics of the Licensed
Software. Pursuant to a separate agreement, Telcordia is providing work to
CTC in connection with the Lab Pilot Project.
"Licensed Software" means, collectively, the following Telcordia software to
be licensed under this Work Statement:
1. TelcordiaT Call Agent (as described in Section 4.1.2 - hereinafter
referred to as "Call Agent"), specifically Call Agent Release 2.1
and two subsequent Releases (as specified in Section 4.1.5).
2. TelcordiaT Announcement Server (as described in Section 4.1.2 -
hereinafter referred to as "Announcement Server"), specifically
those Announcement Server Releases corresponding to the Call Agent
Releases described in 1 above).
3. TelcordiaT Accounting Gateway (as described in Section 4.1.2 -
hereinafter referred to as "Accounting Gateway"), specifically those
Accounting Gateway Releases corresponding to the Call Agent Releases
described in 1 above.
"Licensed Software Databases" means all databases that are included as part
of the Licensed Software.
"MGCP" means Media Gateway Control Protocol.
"Network Component(s)" means, a piece of equipment or software that is
Network Equipment, Third Party Hardware or Third Party Software.
"Network Equipment" means the Cisco and ANI equipment deployed in the CTC
Network.
"Network Integration" means the test plans developed and executed by CTC in
the CTC Lab in order to perform end to end testing of the Licensed Software
features in combination with the Network Components.
"Network Integration Testing" or "NIT" means the testing activity associated
with performing Network Integration.
"Network Management Systems" or and "NMS" means management systems that
capture Simple Network Management Protocol ("SNMP") traps and generate
reports on the performance and health of Network Components.
"Operations Support Systems" or "OSS" means telecommunications management
systems including, but not limited to, provisioning, asset management,
network management, billing, and network performance.
"Port" means a DS0 equivalent circuit.
"Production" means CTC providing and rolling out service to commercial
customers.
"Proposed Project Plan" means the proposed schedule for the Production
Project, as set forth in Attachment B in the Licensed Software Lab Pilot
Work Statement Number CTC001.
"Release" means a scheduled numbered version of the Licensed Software
containing new features and/or enhancements, as well the accumulated fixes
made available since the immediately preceding version of that Licensed
Software.
"SCCS" means Telcordia's Solution Care Center Support.
"Third Party Hardware" means the Third Party hardware equipment on which the
Licensed Software resides, as identified in Attachment A to this Work
Statement.
"Third Party Software" means the Third Party software required for use with
the Licensed Software, as identified in Attachment B to this Work Statement.
"Warranty Period" means, for purposes of all of the Licensed Software
provided under this Work Statement and notwithstanding anything to the
contrary in the Agreement, the twelve (12) month period following Acceptance
of the Licensed Software Based On Call Agent Release 2.1 (as defined in
Section 4.1.1(a) hereto).
3. Production Scope and Schedule
The work described in this Work Statement will be performed during the
Production Project Period. Telcordia shall provide the Licensed Software,
Services and Deliverables described in this Work Statement in accordance with
the Detailed Project Plan, subject to the terms and conditions set forth
herein.
Pending execution of the Detailed Project Plan, the Parties intend to use the
Proposed Project Plan as a guideline for planning and implementing their
respective actions. However, it is understood that, until execution of the
Detailed Project Plan, neither party shall be liable to the other for delays
in the Proposed Project Plan schedule. Upon execution, the Parties will use
commercially reasonable efforts to comply with the schedule set forth in the
Detailed Project Plan. The Parties recognize that adherence to the Detailed
Project Plan is dependent on actions to be taken by the other Party and its
vendors.
Any obligation of Telcordia in this Work Statement may, at Telcordia's
discretion, be performed by a Telcordia subcontractor. Notwithstanding the
foregoing, Telcordia shall remain primarily liable for performance of its
obligations hereunder. In the event that a CTC resident subcontractor, other
than an SAIC company, is to be used, Telcordia will notify CTC within thirty
(30) days.
4. Services, Deliverables and Licensed Software
Telcordia will provide the following Licensed Software, Deliverables,
Services and Maintenance to CTC as further described in this Work Statement.
1. Licensed Software identified in Section 4.1 of this Work Statement
2. Program Management
3. Learning Services
4. Functional Design Documents ("FDDs") on Dialed Number Identification
Service ("DNIS") and
Account Code features.
5. Third Party Software installation
6. Licensed Software Installation and Deployment
7. Licensed Software Acceptance Test Plan ("ATP") and Execution
8. Subscriber Data Load Translation Support
9. Technical Support
10. Accelerated Networks Incorporated ("ANI") Testing Support
11. Solution Care Center Support ("SCCS")
12. Maintenance pursuant to Exhibit D to the Agreement.
4.1 Licensed Software
4.1.1 Licensed Software Releases.
Telcordia will provide the following Licensed Software:
a) During the calendar year 2000: Call Agent Release 2.1 will be generally
available and provided to CTC by October 1, 2000, and corresponding
Releases of the Announcement Server and Accounting Gateway
(collectively referred to as "Licensed Software Based On Call Agent
Release 2.1"). Telcordia will provide three (3) copies of the Licensed
Software Based On Call Agent Release 2.1, consisting of one (1) copy
for use in the CTC Lab and two (2) copies for use in the CTC NOCs.
b) During the calendar year 2001: Subject to Section 4.1.5 hereto, and at
such time as they are made generally available by Telcordia, the two
(2) subsequent Releases of the Call Agent, with one Release targeted
for the first half of 2001 and the one Release targeted for the second
half of 2001, together with corresponding Releases of the Announcement
Server and Accounting Gateway (collectively referred to as "Licensed
Software Based On Call Agent Release 2.x" and "Licensed Software Based
On Call Agent Release 2.xx", respectively). Telcordia will provide
three (3) copies each of the Licensed Software Based On Call Agent
Release 2.x and the Licensed Software Based On Call Agent Release 2.xx,
consisting of one (1) copy for use in the CTC Lab use and two (2)
copies for use in the CTC NOCs.
4.1.2 Licensed Software Description.
? Call Agent -Call Agent performs call processing service logic. Call Agent
supports the set of call processing functionality specified in Section
4.1.3 hereto. Call Agent interfaces with access gateways for end user
call control and trunk gateways for Public Switch Telephone Network
("PSTN") interconnections. A x Gateway Control Protocol ("xGCP") interface
is used to connect the Call Agent to access gateways. The signaling for
trunking gateways is SS7 ISDN User Part ("ISUP"). Multifrequency ("MF")
signaling over Switched Virtual Circuits ("SVCs") will be supported
through an ANI provided trunk gateway. Provisioning and configuration
data will be handled via a configuration database component of Call Agent,
with data entered through a Graphical User Interface ("GUI"). Call Agent
is SNMP manageable.
? Announcement Server -Announcement Server provides audio announcements to a
user of the network under the command of the Call Agent. The Announcement
Server is SNMP manageable and will support Asynchronous Transfer Mode
("ATM") SVC communication.
? Accounting Gateway-Accounting Gateway provides Automated (or Automatic)
Message Accounting ("AMA") records to CTC's billing systems through a File
Transfer Protocol ("FTP") interface.
4.1.3 Licensed Software Features and Functionality
Attachment C to this Work Statement lists the features and functions
available on the Licensed Software Based On Call Agent Release 2.1.
4.1.4 CTC Review of FDDs
Telcordia provided CTC with a FDD of the Account Code and DNIS features, and.
And CTC will provide to Telcordia its comments on the FDD. Telcordia will
review CTC comments and will, in Telcordia's discretion, incorporate CTC's
comments into the FDD.
4.1.5 Future Releases
Telcordia plans to make generally available during 2001 two (2) Releases of
the Licensed Software subsequent to the Licensed Software Release Based On
Call Agent 2.1. Telcordia will provide each of these Licensed Software
Releases to CTC upon general availability ("GA"). However, GA in 2001 is a
target only and Telcordia cannot guarantee the availability date of either of
these two (2) Releases. It is understood and agreed that Telcordia will not
be responsible for any delay in availability of these Releases.
The exact feature list for such two (2) subsequent Releases has not been
finalized as of the effective date of this Work Statement. During the
Release definition stage for each of these new Releases, Telcordia will share
with CTC the candidate list of features that are under consideration and will
invite comments thereto from CTC. Notwithstanding, it is understood that the
final selection of the features for such two (2) new Releases will be within
the sole discretion of Telcordia.
As part of the new Releases Telcordia will provide MGCP 1.0 platform support
in the Release scheduled for the first half of 2001.
Telcordia will work with CTC, industry Third Party Hardware and Third Party
Software providers to arrive at a solution for Site Redundancy ("Site
Redundancy" is a process where when one Licensed Software site goes off line,
a second site will take over and provide service to the off line site's
community of users).
Notwithstanding anything to the contrary contained herein, but subject to the
actions of regulatory government agencies, Telcordia will provide, by June
30, 2001, a CALEA interface for call data and Lawful Access Server ("Lawful
Access Server" provides access by law enforcement agencies to call data
information. The Lawful Access Server Third Party Software and related Third
Party Software fees are not included in Attachment A). As part of the CALEA
deliverable, Telcordia will provide a detailed technical specification for
the Lawful Access Server.
4.1.6 Warranty
For the duration of the Warranty Period (as defined in Section 2 hereto), the
Licensed Software is warrantied as Supported Software pursuant to Section 8
of the Agreement. In the event that CTC's Acceptance of any Release of the
Licensed Software occurs after expiration of this Warranty Period, such
Release is unwarrantied, it being understood that CTC may purchase
Maintenance pursuant to Section 4.1.7, hereto.
4.1.7 Maintenance
Upon expiration of the Warranty Period, CTC, at its option, may elect to
purchase Maintenance on the then-current Release of the Licensed Software,
under the terms specified in Exhibit D of the Agreement.
4.1.8 Additional License Right
In addition to CTC's rights under Section 2 of the Agreement, CTC shall have
the right to modify the Acceptance Test Plan prior to reaching mutual
agreement with Telcordia on such plan. After execution of the ATP for
Acceptance purposes, CTC shall have the right to modify and use the ATP for
other purposes.
4.2 Program Management
Telcordia will provide one full time Program Manager ("PM") to be part
of CTC's Program Management Office ("PMO"). This PM will serve on a full
time basis, with his or her time to be divided between the Lab Pilot Project
and the Production Project. The Program Manager will continue to work full
time through March 31, 2001. From April 1, 2001 through December 31, 2001
the Program Manager will be available to support CTC, as Telcordia deems
necessary in its reasonable judgement.
The Telcordia PM will provide technical and scheduling support to the
CTC PMO. The Telcordia PM will coordinate the Licensed Software Release
availability, installation and configuration activities.
The Telcordia PM will use offices at Telcordia's New Jersey facility,
and will travel to CTC's facilities to manage Telcordia's activities, conduct
meetings with the CTC PM and other CTC personnel, and perform other
requirements of the Telcordia PM position as deemed necessary by Telcordia in
its reasonable judgement. The Telcordia PM will determine the amount of time
necessary for him/her to be located at a CTC location.
As part of the installation and deployment planning process, Telcordia will
jointly work with CTC, Cisco and ANI to establish the Detailed Project Plan,
and will jointly manage the Detailed Project Plan through the CTC/Telcordia
PMO.
4.3 Learning Services
Telcordia will provide to CTC instructor-led standard courses and Delta
Training courses to CTC for each Release of the Licensed Software licensed by
CTC under this Work Statement, as described below. The Delta Training
courses will be delivered with an assumption of each attendees prior
knowledge of, and/or experience with, the subject matter of each course.
Standard courses assume that the student has no previous knowledge of the
Licensed Software. Each course is generic and not tailored to be specific to
CTC. If course modification is required, and/or Telcordia is requested to
provide any of the courses more than once, and/or is requested to increase
the class size, the Parties shall agree in writing in advance to a change in
fee and/or performance of this activity, reasonably related to the request,
prior to Telcordia's performance of such activities. Additional courses can
be provided to CTC by authorization of a Change Order. Courses will be
offered at a CTC domestic location. Delta Training courses will be
consolidated into a projected total of two (2) days and complete courses
Complete courses are expected to last a total of five (5) days. These
courses will cover the following topics:
? Licensed Software Product Update Overview - training activity that
introduces students to the key changes to the Licensed Software product
terminology, architecture, and Licensed Software component descriptions.
Class discussions include information updates on Third Party Hardware,
Third Party Software, interfaces, and capacities. Class size is up to 12
students.
? Licensed Software Product System Administration - training activity that
will focus on changes to installation and administration of the Licensed
Software. The workshop is a combination of lecture and question-and-
answer sessions. Class size is up to 12 students.
? Licensed Software Product Basic Maintenance and Operations Course -
training activity that identifies the major units of the Licensed
Software, with emphasis on new features and changes to the support
activities. The workshop is a combination of how to operate and determine
the operational status of the Licensed Software, and how to recognize and
clear the Licensed Software status message tables. Class size is up to 12
students.
4.4 Third Party Hardware and Third Party
Software
CTC is responsible for procurement of all Third Party Software and Third
Party Hardware for the Production Project. CTC is responsible for all
reasonable costs of delivery of Third Party Hardware and Third Party
Software.
For the Production Project, the Licensed Software will be deployed on the CTC
owned HP "L" Class Equipment in the CTC Lab. CTC is responsible for all
reasonable costs associated with transfer of all Third Party Software
licenses from the HP "K" Class Equipment being utilized for the Pilot Lab
Project to this HP "L" Class Equipment.
4.5 Licensed Software Installation and
Deployment
Telcordia will perform the following Services at the CTC Lab and CTC NOCs:
? On-site installation and configuration of the Licensed Software and
associated upgrades, including loading of the Licensed Software and
entering the required system reference data to bring the Licensed Software
to an operational status in accordance with the then-current version of
the Telcordia Installation and Deployment Guide.
? Following installation, execution of a Licensed Software Installation
Verification Test ("IVT") designed to ensure that all Licensed Software
and Third Party Software has been properly installed in accordance with
the then current version of the Telcordia Installation and Deployment
Guide.
As a prerequisite to Telcordia's performance of the Services described in
this Section 4.5, CTC shall provide Telcordia with site specific network
configuration data (e.g., IP addresses, domain names, etc).
4.6 Acceptance Test Plan
4.6.1 Acceptance Test Plan Development
Telcordia shall provide CTC with an Acceptance Test plan ("ATP") for each
of the Licensed Software Releases delivered under this Work Statement.
The ATPs will define the Acceptance Test, testing scope, expected test
results, data requirements, and responsibilities of the Parties with
respect to the testing activities. The ATP for acceptance testing of the
Licensed Software Based On Call Agent 2.1 will contain a reasonable number
of Acceptance Tests necessary to demonstrate the basic functionality of
the Licensed Software. The ATP for the subsequent Releases of the
Licensed Software will only contain Acceptance Tests to demonstrate the
functionality of the new features included in such new Releases. Each ATP
will be provided to CTC at least forty-five (45) calendar days prior to
the delivery date of the corresponding Release of the Licensed Software.
4.6.2 ATP Review Process
CTC shall have fifteen (15) business days following receipt of the ATP and
any revision thereof to review the ATP ("ATP Review Period") and notify
Telcordia in writing of any omission. CTC shall be deemed to have
concurred with the ATP if CTC (i) expressly waives the ATP review process;
or (ii) fails to notify Telcordia in writing to the contrary prior to the
end of the ATP Review Period. Telcordia shall review and approve CTC
reported omissions and update the ATP accordingly within a reasonable time
period, as determined by Telcordia, which in no event shall be greater
than thirty (30) calendar days following the date CTC identified such
deficiencies to Telcordia, unless otherwise agreed in writing between the
Parties. Telcordia will provide the revised ATP to CTC for concurrence,
which will be deemed to have occurred unless CTC notifies Telcordia in
writing to the contrary within the period provided above.
4.6.3 Execution of the ATP
The Acceptance Period for the Production Project is specified in the
Detailed Project Plan. Notwithstanding anything to the contrary
in Section 7 of the Agreement, Telcordia and CTC will execute the
ATP for each Release of the Licensed Software provided under this
Work Statement ("ATP Execution"). Telcordia interface simulators
shall provide Third Party Software responses, as required by the
tests defined within the ATP. All right, title, and interest in
any software quality assurance materials, including, without
limitation, the ATP, and interface simulators, are and shall
remain the exclusive property of Telcordia. Any Telcordia test
tools (e.g., interface simulators) delivered to CTC in support of
the execution of the ATP are temporarily licensed to CTC from the
date of delivery until the end of the applicable Acceptance
Period on an "AS IS" basis, and solely for purposes of
Telcordia's execution of the ATP. CTC agrees to permit Telcordia
to remove and return all copies of such tools at the end of the
Acceptance Period. Notwithstanding anything to the contrary in
Section 4.6.3 of this Work Statement, CTC will retain its rights
under Section 7.4 of the Agreement.
4.7 Subscriber Data Load Translation
Support
Telcordia shall work with CTC to help CTC define its data needs,
descriptions, and management tasks which the Parties agree are necessary to
load reference data and application data into Licensed Software Databases.
Telcordia and CTC shall develop and document a data load plan ("Data Load
Work Plan") that provides an approach to assemble and load reference data
and/or application data into the Licensed Software Databases. CTC shall be
responsible for implementing the Data Load Work Plan. Telcordia will
support CTC's implementation of the Data Load Work Plan by providing
consulting services during implementation.
4.8 Technical Support
During the Acceptance Period for each Release of the Licensed Software,
Telcordia will provide a subject matter expert ("SME") who will be available
to CTC during Telcordia's standard working hours and on site at CTC, as
deemed necessary by Telcordia.
4.9 Solution Care Center Support
The SCCS will provide Hotline Support to CTC for Licensed Software Problems
as defined in Exhibit D to the Agreement.
5. CTC Responsibilities
CTC responsibilities are the following:
18. CTC is responsible for overall Network Integration, Network
Integration Testing and Field Integration Testing. Subject to
Telcordia's obligations as stated in this Work Statement and in the
Agreement, Telcordia shall have no liability for any failures in
connection with such integration and integration testing.
19. CTC shall perform all CTC Tier 1 Help Desk and CTC Tier 2
Organization support to CTC's commercial customers and CTC's
Internal Users during the Production Project Period.
20. CTC shall provide a full time Program Manager, who shall be responsible
for ensuring the successful implementation of the Production Project. The
CTC Program Manager will team with the Telcordia Program Manager to form
the PMO.
21. CTC shall provide all Network
Components and manage the Network Component vendors. CTC shall monitor
all Third Party commitments for the Production Project, and inform
Telcordia immediately in writing of potential task slippage due to
delivery, development, or interoperability delays associated with CTC's or
its Third Party vendor's responsibilities.
22. Pursuant to the Detailed Project
Plan, CTC shall provide Telcordia with a document(s) describing the
architecture of the Network Components, including but not limited to,
defining architecture layout, addressing scheme, hardware components,
network traffic performance and network protocols in accordance with the
Detailed Project Plan.
23. Pursuant to the Detailed Project
Plan, CTC shall provide Telcordia with a written schedule of all CTC
Network Equipment hardware availability.
24. Pursuant to the Detailed Project Plan, CTC shall provide the following
information in support of the Data Load Work Plan.
? Reference data (as defined by Telcordia)
? Data migration plans
? Data input/migration into the Licensed Software in the format required
for data base load into the new databases. CTC shall provide such data
in the format identified by Telcordia, as specified in the Detailed
Project Plan.
25. CTC shall provide trained SME(s) to support the operation of the
Production environment, including, but not limited to, support for tasks
related to network and system administration, Acceptance Test execution,
and analysis of test results.
26. CTC shall provide timely access to CTC facilities after Telcordia's
request for access to facilities that CTC does not own to ensure that the
Detailed Project Plan is not impacted by access limitations or
restrictions.
27. CTC is required to provide an T1 connection for SCCS to permit
Telcordia to remotely access the CTC Network. CTC is required to provide
authorization through CTC's firewalls to allow Telcordia to access the
Third Party Hardware. Telcordia will restrict access to its end of this T1
connection to only its duly authorized personnel. CTC shall provide both
telnet and ftp support, as required. CTC shall provide, at no cost to
Telcordia, all reasonably necessary access lines and data terminal
equipment. This work activity is required to be started and completed in
parallel with Third Party Hardware and Third Party Software Installation
in accordance with the Detailed Project Plan. CTC shall provide all
reasonably necessary training facilities for the Learning Services courses
stated in Section 4.3 hereto. Telcordia will provide CTC a list and
description of facilities needed for such Learning Services at least three
(3) weeks prior to the scheduled start date of such courses.
28. CTC shall provide Telcordia with reasonably adequate office space,
desks, equipment, access to telephones, plain old telephone lines, faxes,
copiers, etc. for any on-site Services while Telcordia employees are
located at CTC's facilities.
29. CTC shall provide ANI equipment and request the presence of ANI SME(s)
during the protocol testing phase, as set forth in the Detailed Project
Plan.
30. CTC shall implement the Data Load Work Plan, as defined in Section 4.7
hereto.
31. CTC will perform any other responsibilities as mutually agreed in
writing between the Parties.
6. ATM SVC Implementation
6.1 ANI Support
On behalf of CTC, Telcordia will work with ANI to develop an interface
document entitled "Gateway Interface" which will describe the protocol
interface and the functional handling of features between the Licensed
Software and ANI's gateways. Telcordia will provide ANI a behavioral
document entitled "Behavioral Requirements" describing the expected
performance of ANI gateways.
6.2 ANI Testing
On behalf of CTC, Telcordia will perform protocol testing of ANI provided
equipment using Licensed Software simulators against the Gateway Interface.
Protocol testing will include communication over a xGCP interface, as defined
by Telcordia. Pursuant to the Detailed Project Plan, CTC will insure that
ANI provides, or CTC will provide, the ANI gateway equipment as part of the
Network Components at least three (3) weeks prior to Telcordia's commencement
of the protocol testing. Telcordia will notify CTC in advance as to when such
testing will commence. Telcordia shall perform this work at Telcordia's NJ
facilities.
6.3 SVC Decision
It is expected that CTC's network design will require an ATM network using
SVC to the end points. The operation of CTC's ATM SVC network is dependent
on three (3) companies delivering SVC capable technology prior to lab network
integration testing, as stated in the Detailed Project Plan. CTC will use
commercially reasonable efforts to insure that Cisco provides the ATM SVC
backbone, and that ANI provides the Access Gateways and the premises
Integrated Access Device (" IADs"), and Telcordia will provide the Licensed
Software. ATM SVC networks are based on emerging technology which has not yet
been deployed in production networks. In order to meet CTC's deployment
schedules, as stated in the Detailed Project Plan, CTC shall use commercially
reasonable efforts to insure that Cisco and ANI commit to schedules for
production versions of their ATM SVC products by June 30, 2000. If CTC is
unable to insure that Cisco and ANI meet these commitments, the network
design may need to be modified to an IP based solution. The decision to
deploy an IP solution may impact the Detailed Project Plan. The reasonable
and direct cost impact for any resulting delays will be borne by CTC.
7. Pricing *
7.1 License Fees and Associated Maintenance:*
7.2 Fixed Price Services*
7.3 Time and Material Services:*
*THIS PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
8. ASSUMPTIONS
1. The PMO shall be empowered to make rapid decisions or escalate items
appropriately.
2. Any extension of this Work Statement beyond the Production Project Period
will require a Change Order to document a modification of Telcordia's fee
and/or performance under this Work Statement reasonably related to the
requested extension.
3. Telcordia will be performing protocol testing of ANI equipment in
accordance with the Gateway Interface only.
4. CTC will be performing feature testing of ANI equipment.
5. Other than services related to Acceptance Testing to be performed by
Telcordia pursuant to Section 4.6 hereto, all other testing services, such
as interoperability testing, network validation testing, system validation
testing, shall be performed by CTC.
6. In the event of scheduling slippage to the Detailed Project Plan for reasons
outside of Telcordia's control, so long as Telcordia takes commercially
reasonable steps to minimize the length or impact of such slippage, Telcordia
may modify the Detailed Project Plan, Price and/or performance under this
Work Statement to cover resulting additional fees to Telcordia reasonably
related to the requested extension.
7. All test plans must be reviewed and approved by Telcordia for relevance
against the Telcordia Licensed Software capabilities, which approval shall
not be unreasonably withheld or delayed.
6. Telcordia, or its contractor, will install all Third Party Hardware and
Third Party Software consistent with the then current Telcordia
installation guides.
7.
9. CHANGE CONTROL PROCEDURES
For the purposes of this Work Statement, Change Control Procedures, as stated
in Section 13 of the Agreement, will be administered by the PMO.
Attachment A
Release 2.1
Third Party Software
(Preliminary List)
<TABLE>
<CAPTION>
Call Agent:
Software Real-time SCMS AMIP Call SS7 Total
Version No. Database Database Server Processor
Front End Required
<S> <C> <C> <C> <C> <C> <C> <C>
Hewlett Packard
HP-UX 11.00 1 1 1 1 4
HP-UX VM JIT for Java C.01.17.02 1 1 1 1 4
Ignite-UX (included
with OS) 11 11 11 11 41
Mirror Disk/UX 1 1 1 1 4
Adv Online JFS 3.1 1 1 1 1 4
Open View Glance
Plus Pak C.02.30 1 1 1 1 4
Open View
IT/Operations Agent A.05.11 1 1 1 1 4
Open View
IT/Operations Manager A.05.11 1 1
MC/Service Guard A.11.05 1 1 2
Open View Perfview C.01.00 1 1
ClustRa
ClustRa
(site-wide license) 2.5.4.1.11 1 1
Inprise*
Visbroker for C++ 03.03.03.C1.01 2 2 6 10
Visbroker for Java 03.04.00 2 2 6 10
Oracle
Oracle V8.0 EE RDMS 8.0.5 1 1
JDBC (included with
EE RDBMS) 11 11 2 1
Oracle for IT/O 8.0.5 1 1
The Apache Group
Apache Enterprise
Server
(no license required) 1.3.6 11 11 21
LiveSoftware
Jrun Pro 2.3.1 2 2 4
Cyclone
pSOS ( R/T OS) 1 1
pNA (TCP/IP stack) 1 1
</TABLE>
1 Licensed software is currently commercially available at no additional
cost.
Attachment A (continued)
Release 2.1
Third Party Software
(Preliminary List)
Announcement Server:
Software Announcement
Version Number Server Total Required
Open View IT/Operations
Agent 4.0 1 1
Solaris 2.6 1 1
Craft Interface Terminal:
Software Craft Total
Version Number Interface Required
Microsoft
NT Workstation (w/ Service Pack 5)4.0 1 1
Hummingbird
Exceed 6.1 1 1
Netscape
Navigator 4.6.1 11 1 1
Sun
Java Runtime Environment (JRE) 1.2.1 11 1 1
Miscellaneous
Terminal Emulator 11 1 1
1 Licensed software is currently commercially available at no additional
cost.
Note: All Third Party Software requires CTC proof of license.
Attachment A (continued)
Release 2.1
Third Party Hardware
(Preliminary List)
Call Processors:
Units Hardware
1 HP L2000 Base
4 440MHz PA-RISC 8500 CPU w/1.5MB cache
2 Processor Support Module for L-Class
3 512MB High Density SDRAM Memory Module
4 18GB HotPlug Ultra2 SCSI LP disk drive
1 DVD ROM Device for L-Class systems
2 4 Port 100baseTX Ethernet LAN Adapter
1 Factory racked L-Class, HA slider rails
1 HotSwap Power Supply, Redundant System
1 DDS-3 DAT Drive Factory Racked
1 2.5m VHDCI to 68 pin HD SCSI cable
1 WSE 68 pin SCSI Terminator
Real-Time Database Server:
Units Hardware
1 HP L2000 Base
2 440MHz PA-RISC 8500 CPU w/1.5MB cache
1 Processor Support Module for L-Class
6 512MB High Density SDRAM Memory Module
4 18GB HotPlug Ultra2 SCSI LP disk drive
1 DVD ROM Device for L-Class systems
2 Single port 1000baseSX Ethernet LAN Adapter
2 4 Port 100baseTX Ethernet LAN Adapter
1 Factory racked L-Class, HA slider rails
1 HotSwap Power Supply, Redundant System
1 DDS-3 DAT Drive Factory Racked
1 2.5m VHDCI to 68 pin HD SCSI cable
1 WSE 68 pin SCSI Terminator
Subscription Database Server:
Units Hardware
1 HP L2000 Base
2 440MHz PA-RISC 8500 CPU w/1.5MB cache
1 Processor Support Module for L-Class
3 512MB High Density SDRAM Memory Module
4 18GB HotPlug Ultra2 SCSI LP disk drive
1 DVD ROM Device for L-Class systems
2 4 Port 100baseTX Ethernet LAN Adapter
1 Factory racked L-Class, HA slider rails
1 HotSwap Power Supply, Redundant System
2 Single port Ultra-2 SCSI Interface card
1 DDS-3 DAT Drive Factory Racked
1 2.5m VHDCI to 68 pin HD SCSI cable
1 WSE 68 pin SCSI Terminator
1 SC1010D SCSI Enclosure
6 18GB HotPlug Ultra SCSI LP disk drive
SS7 Gateway:
Units Hardware
1 Base 4-Link Cyclone Front End
4 56 Kbs CSU/DSU
Account/Local Management Interface:
Units Hardware
1 HP L2000 Base
2 440MHz PA-RISC 8500 CPU w/1.5MB cache
1 Processor Support Module for L-Class
3 512MB High Density SDRAM Memory Module
4 18GB HotPlug Ultra2 SCSI LP disk drive
1 DVD ROM Device for L-Class systems
2 4 Port 100baseTX Ethernet LAN Adapter
1 Factory racked L-Class, HA slider rails
1 HotSwap Power Supply, Redundant System
1 DDS-3 DAT Drive Factory Racked
1 2.5m VHDCI to 68 pin HD SCSI cable
1 WSE 68 pin SCSI Terminator
Miscellaneous:
Units Hardware
2 LAN Switches
As needed per configuration SMART Family Half Height Enclosure
As needed per configuration System Console - Green Screen
As needed per configuration HP9000 Std Rack System E41
As needed per configuration Rear Door for Std Rack System E41
As needed per configuration Modular Power Dist Unit for Std Racks
As needed per configuration Misc Cables, etc.
Accounting Gateway:
Units Hardware
1 Sun Enterprise E3500 base (one power cooling module,
one CPU/memory board, 2x400MHz modules)
2 1GB memory expansion (8x128MB)
1 FC-AL interface board
6 Internal 9.1GB FC-AL, 10,000 RPM FC-AL disks
2 Sbus I/O board, w/ FC-AL, 100Base-T
2 Enterprise Power/Cooling Module, 300 W
1 Second Peripheral Power Supply, 195 W
1 Internal 12-24GB 4mm DDS3 tape drive
4 FC-AL GBIC modules, 100MB/sec
1 2 meter fiber optic cable
1 Base 63.7GB A5200 array (includes 3 power supplies,
7x9.1GB 10,000 RPM GC-AL disks, 2x2m fiber cable,
2 FC-AL GBIC's)
Announcement Server:
Units Hardware
1 Sun Ultra 60, Model 2360, 2x360MHz UltraSPARC II,
4MB cache, Creator 3D Series 3, 512MB memory,
9.1GB internal Ultra SCSI disk
1 21" color monitor
1 U60 rackmount kit, base (SharkRack)
1 U60 rackmount kit, bezel (SharkRack)
Attachment B
Proposed Project Plan
A combined plan for the Lab Pilot Project Plan and Production Project is
provided in a single document.
Attachment C
License Software Based On Call Agent Release 2.1
Telephony and Platform Feature List
Telephony
? 311 Non-emergency Services
? 900/976 Call Access
? 911 Emergency Service
? Account Codes
? Basic Off-Net Call
? Basic On-Net Call
? Billing Record Creation
? Call Waiting
? Calling Card Access
? Calling Identity Delivery
? Blocking
? Calling Identity Delivery on Call Waiting
? Calling Name Delivery- TCAP
? Calling Number Delivery
? Call Forwarding
? Call Forwarding- Busy
? Cancel Call Waiting
? Carrier Pre-Selection
? Carrier Selection
? Change Number Intercept
? Collect Call Access
? Customer Originated Trace
? Customer Supported Access
? Directory Assistance Access
? Distinctive Ringing
? DNIS
? International Dialing
? Line/ Don't Answer
? Local Number Portability ("LNP")
? Network Announcements
? Selective Call Rejection
? Operator Service Access
? Outgoing Call Restriction
? PBX Local Call Services (CAS)
? Telecommunications Relay Service
? Telecommunications Relay Service Access (w/ISUP)
? Toll Free Access - TCAP
? Voice Mail- Interworking w / TCAP/ISUP for Off-Net VMS
? Warm Dial Tone
Attachment C (continued)
License Software Based On Call Agent Release 2.1
Telephony and Platform Feature List
Platform
? ATM Support
? Accounting Interface Common Object Request Broker Architecture ("CORBRA")
? Announcement Server Interface
? Audible Ringback (at the hub)
? Backup and Restore
? Basic Service/Performance Management (HP OpenView)
? Bearer Path Validation
? Call Agent to Call Agent Routing
? Call Agent Management System
? Configuration Management
? Configuration Management Interface CORBRA
? Database for Routing, Subscriber, and network resource data
? Fault Performance Interface - SNMP
? Fault Recognition and Recovery
? GUI for Configuration (Provisioning)
? Initial AIN Interface Support
? ISUP (ANSI) Support
? MSMP for Call Agent to Call Agent interoperability
? New Processor Support for Call Agent
? Non-stop Retrofit
? Overlord Detection and Control
? SNMP Instrumentation
? SS7 connectivity via SS7 gateway
? xGCP for Gateway Control
? Y2K
