EXHIBIT 10.1
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (this "Agreement") is made and
entered into as of this 8th day of January, 2003, by and between Xspedius
Communications, LLC, f/k/a Xspedius, LLC, a Delaware limited liability company
and/or its affiliates and assigns ("Company") and Mpower Communications Corp., a
Nevada corporation ("Mpower").
WHEREAS, Mpower and Company have entered into an Asset Contribution
Agreement dated as of December 31, 2002 (the "Contribution Agreement"), pursuant
to which Xspedius Equipment Leasing, LLC ("XEL") has agreed to acquire from
Mpower and Mpower has agreed to contribute and transfer to Company on the
Effective Date, First and Second Closing Dates Mpower's Business in the Market
including the Acquired Assets;
WHEREAS, prior to the First Closing Date the Acquired Assets were used
by Mpower in providing an integrated bundle of broadband data and voice
communication products and services (the "Products and Services") to small- and
medium-sized business customers (together with the new customers in the Market
(as defined herein) with orders for the installation of certain Products and
Services pending with Mpower as of close of business on January 8, 2003, the
"Mpower Customers") (together with the Products and Services, the "Business") in
the State of Texas, including the Dallas/Fort Worth, Houston, San Antonio and
Austin metropolitan areas (the "Market");
WHEREAS, Mpower and Xspedius Management Co. Switched Services, LLC have
entered into a Management Agreement dated on even date herewith (the "Management
Agreement") with respect to Company's control and operation of the Business in
the Market pending the Second Closing Date and regulatory approvals required for
the transfer of all or a portion of the Acquired Assets to Company;
WHEREAS, during the term of the Management Agreement and for a period
of time after the First Closing Date, in accordance with the terms of this
Agreement Company desires to have Mpower assist with the transition of the
operation of the Business by: (a) continuing to provide certain support services
necessary for Company to provide the Products and Services to both Mpower
Customers; and (b) providing certain consulting services with respect to such
support services, as requested by Company in writing in order for Company to
operate the Business following the termination of this Agreement (together, the
"Transition Services"); and
WHEREAS, Mpower is willing to provide the Transition Services in
accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the above recitals and mutual
promises and covenants contained herein, the parties, intending to be legally
bound, agree as follows:
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ARTICLE I
DEFINITIONS
Any term capitalized herein which is not otherwise defined shall have
the meaning assigned to it in the Contribution Agreement.
ARTICLE II
SCOPE OF SERVICES
Subject to the terms of this Agreement, Mpower will provide the
following Transition Services as directed and/or requested by Company in
connection with the Transition Services being provided hereunder and as
otherwise directed and/or requested by Company pursuant to the Management
Agreement:
Section 2.1 Network Support Services. Mpower will provide network
support services to Company in the Market, including engineering, NOC,
operations, project management and purchasing, all as more particularly
described in the attached Exhibit 2.1 (the "Network Services").
Section 2.2 Customer Support Services. Mpower will provide customer
support services to Mpower Customers, including provisioning, disconnects,
directory, call center coverage and credit and collections, all as more
particularly described in the attached Exhibit 2.2 (the "Customer Services").
Section 2.3 Information Technology and Billing Support Services. Mpower
will provide: (a) certain information technology services to Company with
respect to the electronic data used to operate the Business in the Market,
including data-mapping and extracts of data required for data migration; (b)
customer and carrier billing services to Mpower Customers located in the Market,
including product pricing updates, AMA record collection and processing, call
rating, billing file production, printing, mailing and xxxx remittance; and (c)
certain systems administration and application support, all as more particularly
set forth in the attached Exhibit 2.3 (the "IT and Billing Services"). It is
understood that additional data extracts may be necessary in the event that
extracts at the time of this Agreement are incomplete or in error. Mpower will
provide clarifications regarding data mapping and how data is related. Data
extracts will be provided periodically up to and including the final migration
of all Acquired Assets in the Market to Company.
Section 2.4 Consulting. Mpower will provide personnel to consult with
Company personnel in the area network management and provisioning relating to
the use of the Acquired Assets and the operation of the Business in the Market,
all as more particularly described in the attached Exhibit 2.4 (the "Consulting
Services").
ARTICLE III
FINANCIAL OBLIGATIONS
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Section 3.1 Invoicing for Expenses.
Mpower will invoice Company monthly in arrears for any and all
reasonable miscellaneous out-of-pocket expenses, such out-of-pocket expenses not
to exceed $10,000 without Company's prior, written authorization of Company,
incurred by Mpower in providing the Transition Services ("Expenses"). Payment
for any Expenses is due within fifteen (15) days of Company's receipt of such
invoice together with all supporting documentation. Invoices not paid when due
shall incur a service charge of 18% per annum from the due date until the date
when paid in full and Company shall reimburse Mpower for all reasonable costs of
collection, including attorneys' fees and disbursements.
Section 3.2 Payment for Transition Services. On or before January 15,
2003, XCC shall pay the first payment of Nine Hundred Thirty Seven Thousand Five
Hundred Dollars ($937,500.00) to Mpower. At the Second Closing XCC shall pay the
final payment of Eight Hundred Twelve Thousand and Five Hundred Dollars
($812,500) to Mpower.
Section 3.3 Assumed Liabilities. Under Section 1.5 of the
Contribution Agreement, Company assumed and agreed to pay, perform and discharge
the Assumed Liabilities. The parties understand and acknowledge that it may take
Company time to change the billing for Assumed Liabilities into the name of
Company. Accordingly, to the extent that Mpower receives an invoice for any one
or more of these Assumed Liabilities, it shall forward a copy of such invoice to
Company and Company shall pay the invoice within the terms prescribed therein.
Section 3.4 Taxes. All taxes and duties attributable to this Agreement,
including sales, use and any other tax assessed by local, state or Federal
authorities, but excluding taxes relating to Mpower's income, shall be borne by
Company.
ARTICLE IV
COMPANY OBLIGATIONS
Company will reasonably cooperate with Mpower for the provision of
Transition Services hereunder. In particular:
Section 4.1 Additional Services. Company will only sell products and
services to customers located in the Market, which products and services are:
(a) on Company's network; (b) able to be provided to such customers by Company.
Section 4.2 Customer Correspondence. Any correspondence sent to
customers of Company who benefit (either directly or indirectly) from any
Transition Services provided by Mpower must be pre-approved in writing by both
the General Counsel of Mpower and Company or another representative or agent for
Mpower and the Company duly appointed by such General Counsel.
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Section 4.3 Company Contacts. In the event that Mpower needs to discuss
any transition-related matters with Company (either on the day-to-day
operational level or on the executive level), Company hereby appoints the
following individuals to serve as the contact persons:
Xxxx Xxxxx, EVP
Telephone No.:000-000-0000
Facsimile No.:000-000-0000
Xxxxxxxx X. Xxxxxxxxx, SVP & General Counsel
Telephone No.:000-000-0000
Facsimile No.:000-000-0000
Said contact persons shall be responsible for the prompt dissemination of the
inquiries of Mpower to the appropriate individuals at Company. Company may
remove and substitute another individual to serve as a contact person by
delivering written notice to Mpower in accordance with Section 9.4 of this
Agreement.
Section 4.4 Escalation Policy. Company will provide to Mpower Company's
executive escalation policies for all functions, including field services,
sales, engineering, customer service, provisioning and finance/accounting, which
policies Mpower personnel may use to direct any appropriate questions and
concerns of Mpower Customers.
ARTICLE V
TERM, TERMINATION AND DISPUTE RESOLUTION
Section 5.1 Term. This Agreement shall commence on January 8, 2003 and
will continue for a period of one hundred and twenty days (120) (the "Term").
Section 5.2 Termination. Either party may terminate this Agreement
upon twenty (20) days prior written notice of a material breach of the other
party's obligations hereunder (such notice to state the nature of the breach);
such termination will be effective on the twenty-first day after the breaching
party's receipt of the notice unless such breaching party has cured the breach.
Upon any termination of this Agreement, all unpaid fees and other charges
payable under Article III of this Agreement shall become immediately due and
payable.
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Section 5.3 Dispute Resolution. In the event that either Mpower or
Company believes the other party has failed to comply with the terms and
conditions with this Agreement, the aggrieved party shall provide written notice
to the other regarding the nature of the dispute, including the provision of the
Agreement which is involved, and the relief sought by such party. Both parties
agree to communicate in good faith to resolve the issue within twenty-five (25)
days of receipt of the notice. In the event that the issue has not been resolved
within twenty-five (25) days of receipt of the notice, either party shall have
the option of escalating the dispute to the chief executive officers of both
parties by means of a written notice of escalation to the other party. Following
receipt of such notice of escalation, the CEOs of Mpower and Company shall
communicate in good faith to resolve the issue within fifteen (15) days of
receipt of such escalation notice. In the event that the issue has not been
resolved within fifteen (15) days of receipt of the escalation notice, either
party shall have the right to pursue whatever legal remedies it may have.
Section 5.4 Effect of Termination. In the event of termination of the
Contribution Agreement as provided in Section 8.01 of the Contribution
Agreement, the parties have agreed to work together and use their best efforts
to return the operation of the Assets to the status quo immediately prior to the
Effective Date; this will include Mpower having the benefit of all revenues and
accounts receivable associated with the Assets and having the responsibility for
all expenses and liabilities (such expenses and liabilities to be consistent
with Mpower's prior operation of the Assets) with respect to the Assets arising
from and after the Effective Date and, among other things, the cancellation of
this Agreement effective as of the Effective Date. Upon the cancellation of this
Agreement, Mpower shall reimburse the Company for all payments and expenses made
by the Company pursuant to the terms of this Agreement, and this Agreement shall
become void and there shall be no liability on the part of any party hereto
except nothing herein shall relieve any party from liability for any breach
hereof or from their gross negligence or willful misconduct.
ARTICLE VI
PERSONNEL
Section 6.1 Personnel. All personnel performing Transition Services
shall be employees or agents of Mpower. Mpower shall remain liable to pay all
compensation and benefits of such employees and agents, as applicable, for work
performed on behalf of Mpower during the Term.
Section 6.2 Offers of Employment. During the Term, Company may from
time to time designate employees or agents of Mpower providing Transition
Services to whom Company would like to offer employment pursuant to the terms of
Section 5.8 of the Contribution Agreement. During the Term, both parties shall
comply with the terms of Section 5.8 of the Contribution Agreement with respect
to employees engaged in providing Transition Services to Company.
ARTICLE VII
MANAGEMENT OF THE BUSINESS
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Section 7.1 Control. During the term of the Management Agreement, the
control and responsibility to manage the Acquired Assets and to operate the
Business in the Market will be determined by the terms of the Management
Agreement. Upon the termination of the Management Agreement and at all times
thereafter, Company shall have full and complete control and responsibility to
manage the Acquired Assets and to operate the Business in the Market, including
responsibility for compliance with any and all applicable Federal and state
laws, regulations, licenses and permits. Mpower shall perform the Transition
Services at the direction of Company and in accordance with the terms of this
Agreement, but shall at all times be in compliance with all state, Federal and
local laws, orders and regulations applicable to Mpower's provision of the
Transition Services.
ARTICLE VIII
WARRANTY AND LIMITATIONS
Section 8.1 Warranty. Mpower will use best efforts to provide the
Transition Services in a manner consistent with the manner in which Mpower
provides similar products and services during the Term to its own customers in
other markets, which markets are similar to the Market with respect to call
load, sales volume, network issues, etc.
Section 8.2 Limitation of Warranty. Except as provided in Section 8.1,
MPOWER MAKES, AND COMPANY RECEIVES, NO OTHER WARRANTIES OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, ARISING IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS
AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES HEREUNDER, AND MPOWER
SPECIFICALLY DISCLAIMS: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS; AND (B) ANY
WARRANTY OF THE SERVICES OR PRODUCTS PROVIDED BY A THIRD PARTY IN RELATION TO
THE TRANSITION SERVICES.
Section 8.3 Limitation of Liability. IN NO EVENT WILL MPOWER BE LIABLE
TO COMPANY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE OR
EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSITION SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY LOST
PROFITS, REVENUE OR SAVINGS, DAMAGE TO REPUTATION OR LOSS OF GOODWILL, LOSS OF
DATA OR DOWNTIME, LOSS OF USE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION
OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT
MPOWER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTANDING
ANY OTHER PROVISIONS OF THIS AGREEMENT, MPOWER'S TOTAL LIABILITY TO COMPANY
ARISING FROM OR IN RELATION TO THIS AGREEMENT AND THE PROVISION OF THE
TRANSITION SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE )
OR STRICT LIABILITY, SHALL BE LIMITED TO THE TOTAL PAYMENTS RECEIVED BY MPOWER
FROM COMPANY DURING THE TERM HEREOF. THIS LIMITATION WILL APPLY TO ALL CAUSES OF
ACTION IN THE AGGREGATE. IN NO EVENT WILL
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MPOWER BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
FACILITIES, OR CLAIMS OF ANY THIRD PARTY, INCLUDING ANY MPOWER CUSTOMERS, NEW
CUSTOMERS OR OTHER CUSTOMERS OF COMPANY. THE LIMITATION OF LIABILITY SET FORTH
IN THIS SECTION 8.3 SHALL NOT EXTEND TO ACTS OF GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT BY MPOWER IN THE PERFORMANCE OF ITS DUTIES HEREUNDER.
ARTICLE IX
SERVICE LEVEL CREDITS
During the Term, it may become necessary for Mpower to issue service
level credits to those Mpower Customers effected by a network outage. Should any
network outage last more than twenty-four (24) hours, such outage having been
caused by the mismanagement of the network by Mpower personnel (a "Mass
Outage"), Mpower shall bear the cost to Company of issuing such credits to those
Mpower Customers effected by such Mass Outage. It is understood that Company
shall be responsible for all other service level credits issued to Mpower
Customers during the Term.
ARTICLE X
MISCELLANEOUS
Section 9.1 Amendment and Modification. This Agreement and the Exhibits
attached hereto may be amended, modified or supplemented only by written
agreement of Mpower and Company.
Section 9.2 Waiver of Compliance; Consents. Except as otherwise
provided in this Agreement, any failure of any of the parties to comply with any
obligation, covenant or condition herein may be waived by the party entitled to
the benefits thereof only by a written instrument signed by the party granting
such waiver, but such waiver or failure to insist upon strict compliance with
such obligation, covenant, or condition shall not operate as a waiver of or
estoppel with respect to any subsequent or other failure.
Section 9.3 Exhibits and Recitals. All Exhibits referred to herein and
all recitals set forth herein are intended to be and hereby are specifically
made a part of this Agreement.
Section 9.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or mailed
by registered or certified mail, postage prepaid, return receipt requested (such
mailed notice to be effective on the date such receipt is acknowledged) as
follows:
(a) if to any of Mpower, to:
Mpower Communications Corp.
000 Xxxxx'x Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxx 00000
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Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
with a copy to:
Xxxxxxxxx & Xxxxxxx LLP
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
(b) if to Company, to:
Xspedius Management Co., LLC
0000 XxxxXxxxx Xxxx, 0xx Xxxxx
X'Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
or to such other place and with such other copies as either party may designate
as to itself by written notice to the others.
Section 9.5 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either party hereto
without the prior written consent of the other party, provided however, Company
shall have the right to assign this Agreement to any affiliated entity without
the necessity of obtaining Mpower consent. However, if Company assigns this
Agreement or any of its rights, interests or obligations hereunder without the
prior written consent of Mpower, Company shall remain liable for all obligations
hereunder. Any assignment of this Agreement or any of the rights, interests or
obligations hereunder in contravention of this Section 9.5 shall be null and
void and shall not bind or be recognized by Mpower or Company.
Section 9.6 Third-Party Beneficiaries. Nothing in this Agreement shall
be construed as giving any person other than the parties hereto any legal or
equitable right, remedy or claim under or with respect to this Agreement.
Section 9.7 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other terms, conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
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Section 9.8 Governing Law. This Agreement shall be governed by and
construed, interpreted and the rights of the parties determined in accordance
with the laws of the State of Delaware (regardless of the laws that might be
applicable under principles of conflicts of law).
Section 9.9 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission, with hard copy to follow) in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which, when executed and delivered, shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
Section 9.10 Entire Agreement. This Agreement, the Purchase Agreement
(including the Exhibits and Schedules thereto) and the Management Agreement
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings among the
parties with respect thereto.
Section 9.11 Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
Section 9.12 Remedies. Mpower and Company hereby acknowledge and agree
that money damages may not be an adequate remedy for any breach or threatened
breach of any of the provisions of this Agreement and that, in such event,
Mpower or their successors or assigns, or Company or its successors or assigns,
as the case may be, may, in addition to any other rights and remedies existing
in their favor, apply for specific performance, injunctive and/or other relief
in order to enforce or prevent any violations of this Agreement.
Section 9.13 No Partnership or Joint Venture Created. Nothing in this
Agreement shall be construed or interpreted to make Company and Mpower partners
or joint venturers, or to make one an agent or representative of the other, or
to afford any rights to any third party other than as expressly provided herein.
Neither Company nor Mpower are authorized to bind the other to any contract,
agreement or understanding.
IN WITNESS WHEREOF, the parties hereto have executed this Transition
Services Agreement on the day and year first written above.
XSPEDIUS COMMUNICATIONS, LLC
By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx, President & CEO
-----------------------------------
Print Name and Title
MPOWER COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx, Senior
Vice President and General
Counsel
-----------------------------------
Print Name and Title
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Exhibit 2.1
Network Services
Switch Engineering
The following may be requested on a de minimus basis:
o Management of hardware, software, SMA and DTC port assignments, as well
as the configuration and placement of additional equipment within the
switch facility.
o Provide monthly usage reports.
o Engineer power rectifier load, inverter load, battery reserve and
generator systems, as well as HVAC, floor space and equipment diagrams.
o Issue augment material lists, rack and layout information, quotes and
scopes of work (SOW's). Submit and obtain proper approvals and project
manage the augments. Track materials to be installed, oversee and
prepare bidding of the installation costs, create the MOP for the
installation, coordinate the vendors and prepare final reports of
completion via a job completion form. Management of Voice Mail disk and
T1 capacity, software patches and upgrades.
Capacity Planning The following may be requested on a de minimus basis:
o Provide weekly manual capacity reports (containing no analysis or
engineering).
ATM Engineering
o Telemetry and IT backbone system engineering.
ISP Engineering
o Engineer and manage web hosting services.
E911 Administration
o Correct all E911 record errors as reported by LEC 911-database management.
o Maintain internal records regarding E911 trunk groups as associated with
line translations and PSAPs.
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CIC Code Management The following may be requested on a de minimus basis:
o Manage selection of CIC Code availability to Company Salespeople.
o Initiate contact with all LD Carriers to insure proper understanding of
Access charges and proper processing of ASR.
o Ensure NOC & Switch/Customer Translations is informed of a new XX xxxxxxx
CIC.
Colocation Application
o Submit collocation applications for additional space, power and cross
connects to existing collos (capacity maintenance) through LEC Collocation
Services teams.
The following may be requested on a de minimus basis:
o Submit/manage collocation applications for new central offices through LEC
Collocation Services teams.
o Submit/monitor check requests for non-recurring collocation charges.
o Submit capital expense requisitions for management of
collocation-associated charges to Network Planning.
o Serve as Central Library for maintenance of collocation records.
o Work as liaison with LEC for all CFA (interconnection) issues during
provisioning process.
o Participate in review of Interconnection Agreements as pertain to
collocation arrangements.
NOC
o Monitor and respond to all network alarms on a 24 hours a day, 7 days a
week basis.
o Develop and distribute a weekly summary of customer-affecting outages
(Mpower's root cause analysis reports).
o Coordinate the restoration of out-of-service conditions utilizing ILEC,
Engineering, Network Operations, Configuration Management and others, as
required, including the call out of local technicians. Mpower will provide
Company with immediate notification of NOC outages, as required under
Mpower's Escalation Process Policy, a copy of which is attached hereto.
(The network is being monitored at the DS-1 and DS-3 level, all network
elements connected via these circuits are monitored. Network elements with
SNMP/IP capabilities are monitored using the capabilities of the elements.
All network elements and DS-1/3 circuits are monitored via Netcool).
Tickets are created using the Remedy Trouble Ticketing System. Tickets are
created for all Network Events including Network Outages, Customer Degraded
Events, Non Customers Affecting Degraded Events (Network Events where redundancy
is available).
o A Planned Event ticket or a MOP is opened for all planned work on the
network. All planned events are coordinated through the NOC and are
performed between the hours of 10:00PM and 6AM switch time.
o Develop and distribute trouble and route cause analysis reports.
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Translations
Manage routing and charging translations in the supported switches. Activities
in this endeavor are further detailed below:
o Maintain all switch tables that support routing calls to the proper
destination
o Administer area code and prefix expansion (new codes or changed codes)
o Support code administrators on LERG administration and maintenance
o Provide "F" link support for all Centigram Voicemail installations
o Provide second tier feature support for call center and sales channel
o Provide tier 2 LNP support for all MPower entities.
The following may be requested on a de minimus basis:
o Administer and change area split activity
o Translate area code overlay datafill
o Test and validate all Automatic Message Accounting (AMA)
o Provide support for Marketing and Engineering on new products and services
o Support all messaging for ISUP and CLASS feature activity in SS7 network
o Coordinate all Global Title Translations for LNP, CNAME, AIN and enhanced
800 service changes
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Exhibit 2.2
Customer Services
Provisioning of Loop/Customers
Order Processing - Accept and process orders for move, add and change orders
associated with accounts of Mpower Customers and process those orders consistent
with Mpower practices and procedures (the "Orders").
o Mpower will process Orders for the completion and activation of
services as specified by the sales Orders and MAC/D.
Order processing shall also include the necessary functions to accommodate move,
add and change Orders associated with existing accounts. These Orders are
normally received directly from customer requests via a communication with the
customer calling into the customer service call center.
In accordance with the provisions in Article IV of the Agreement, Company shall
make available the necessary Field Services ("FS") personnel to conduct the
necessary work to complete each onsite installation at the applicable customer
premises. Work will be dispatched to these FS personnel by Mpower personnel
based on the volume of Order activity on a Monday through Friday basis.
Customer Services & Support
General Overview - Customer service includes several functions designed to
answer, respond and support Mpower Customers with questions or requests
regarding the products or services provided by Company, including billing,
sales, repair, payments and other general information. Typically, Mpower will
receive these customer questions or requests by telephone, but contact may also
include mailed and electronic correspondence. Additionally, customer service
includes certain back-office support functions necessary to enhance the delivery
and collection of payments, listings and disconnect request processing.
Customer Service - Customer service will service Mpower Customers serviced or to
be serviced by the network and collocations provided for under this Agreement.
Contact with these customers can originate by telephone calls, written
correspondence and electronic communications. Mpower will handle telephone calls
from Mpower Customers (including call management, queuing, sequencing and
response) in the same general manner and fashion as all other customer telephone
calls are handled by Mpower's Las Vegas call center. Written and electronic
correspondence shall be answered in the same manner and fashion as all other
similarly-received Mpower inquiries.
Best efforts will be made to answer calls originating from the Market with an
automated announcement identifying the calls as received by Company (or such of
Company's affiliated or related entity) rather than Mpower.
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Customer call management shall include Mpower capabilities to handle calls for
such call inquiry types as billing/payments, repair service, sales, collections
and other general inquiries related to the products and services provided.
Mpower's response and processing of these calls shall be in a manner consistent
with all other similar calls received by Mpower. Mpower will provide Company
with call analysis reporting on the number of calls, queuing time, call
abandoned rate etc. on a weekly basis.
In accordance with the provision in Article IV of the Agreement, Company shall
make available one full time person who shall act as an intermediary for the
purpose of supporting Mpower's Customer Service. This person shall be qualified
to: (a) answer Company-specific questions; (b) direct inquiries where
escalations might be necessary; and (c) act as a liaison between the Mpower Las
Vegas call center and Company's local sales and FS representatives. Such person
need not be located in the Las Vegas call center, but must be available full
time during normal Mpower business hours (eastern time zone).
Customer Support - Customer support shall include certain functions necessary to
support the day-to-day back office support to the Business as normally provided
to and for Mpower customers and operations. These services include:
o Credit and Collections - This includes the standard Mpower processes
to collect and manage delinquent accounts. All process shall be
consistent with the collection efforts as generally followed by Mpower
in the normal and regular course of business.
o Disconnect Processing - This work shall include the normal processing
of disconnect requests generated from within as well as outside
Company (port back requests.) These efforts include all ILEC loop
disconnect processing as well as internal service records updates.
o Directory Service - Mpower will coordinate and manage all requests for
changes in Directory listings for the customers served under this
Agreement.
o Executive Escalations - As is required form time-to-time, Mpower will
manage escalated customer issues for priority handling. This work is
normally generated by customer inquiries that reach the executive
levels of Company and need expedited responses.
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Exhibit 2.3
IT and Billing Services
JOB JOB DESCRIPTION DAILY WEEKLY MONTHLY
Toll Processing
AMA CONVERSIONS Convert DMS AMA files from binary to ASCII format X
AMA POSTING Determine rate and apply call records to customer accounts X
TERMINATING ACCESS Process ILEC files into CABS system X
OPERATOR SERVICES Process, re-rate, and post OA/DA calls to customer bills X
TOLL FREE Process Sprint CD and post toll free usage to customer X
accounts
POST REJECT FILES Re-run rejected records back through processing X
Usage File Archive Pre and post processing AMA records to be archived and X
transferred to Company
Miscellaneous Processing
LIDB Create LIDB/CNAME files for Verizon X
E911 Create 911 files to send to LECs/Agents X
PREMIERE FILE CREATION Create Calling Card file X
PREMIERE POSTING Post Calling Card call records X
SOURCE ONE Create Calling Card file for fulfillment house X
PORT REMOVAL Create switch files to remove port option on closed LNP X
orders
MSAG Extract MSAG files received from LECs and move to CMS X
CALL DETAIL SUBPOENA REQUESTS Extract call records requested from legal via subpoena
ARCHIVING FILES TO CD Move old files to CD for offsite storage X
CABS Processing
CABS CONVERSIONS Convert DMS AMA files from binary to EMI format X
CREATE CABS FILES Create daily CABS file for CABS billing X
PROCESS CABS ERROR FILES Run error files back through processing after correction X
CABS BILLING Run CABS bills X
CABS PRINT/STUFF/MAIL Print, stuff and mail CABS bills X
POST CABS BILLING Post CABS billing to appropriate General Ledger accounts X
Customer Billing
PRE-XXXX EDITS Run pre-billing to check for errors X
CUSTOMER FINAL BILLING Close toll files and run final customer billing for each X
region
POST GL Post Billing files to appropriate General Ledger accounts X
PRINT XXXX FILE/FTP TO XXXXXX Create customer billing file to send to print/stuff/mailer X
CREATE BILLING DISKETTES Create diskette bills for listed customers X
Provide Billing Reports and Instructions to be provided by Company to Mpower within X
Financial Data five (5) business days after xxxx cycle completion
Archive Customer Xxxx Print Create archive file of the customer bills X
Systems Administration and Support for all systems used to provide network services X
Application and customer services
Support
ALL INFORMATION IS UPDATED AS NECESSARY
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Additional IT Services to be Provided: Mpower shall provide additional technical
information, limited consultation and appropriate updates as follows:
o Fault management configuration migration from Netcool to NetExpert;
o Data mapping;
o System data dumps on periodic basis, final dump prior to customer and
network migration completion
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Exhibit 2.4
Consulting Services
Mpower consultants will assist Company in the development and implementation of
a transition plan for the Business; services will include engineering,
administrative functions and project management, described on Schedule 2.4
attached hereto, and training not otherwise included within the Transition
Services to be provided hereunder and as otherwise agreed to by the parties in
writing.
Mpower/Xspedius
-----------------------------------------------------------
Area of Attention TX
-----------------------------------------------------------
1Switch Engineering 40 man days to convert to X's Dallas Switch,
including training
------------------------------------------------------------------------------------------------------------------
2Collocation Engineering 0
------------------------------------------------------------------------------------------------------------------
3Capacity Planning 0
------------------------------------------------------------------------------------------------------------------
4Transport Engineering 0
------------------------------------------------------------------------------------------------------------------
5Network Provisioning 60 man days for managing order for rehome in Dallas
------------------------------------------------------------------------------------------------------------------
6ATM
------------------------------------------------------------------------------------------------------------------
7IP 20 Man days for IP Mgmt issues (reconfigure)
------------------------------------------------------------------------------------------------------------------
8Broadband 10 days to design & reconnect telemetry network
------------------------------------------------------------------------------------------------------------------
9Misc. Data Equip. 0
------------------------------------------------------------------------------------------------------------------
10ISP Services 30 man days to convert and build system
------------------------------------------------------------------------------------------------------------------
11Code Administration 5 days to coordinate with appropriate entities
------------------------------------------------------------------------------------------------------------------
12E911 Administration 5 days
------------------------------------------------------------------------------------------------------------------
13CIC Code Management 0
------------------------------------------------------------------------------------------------------------------
14Colo Applications 1 day
------------------------------------------------------------------------------------------------------------------
15Access Badging
------------------------------------------------------------------------------------------------------------------
16NOC 5 days
------------------------------------------------------------------------------------------------------------------
17Translations 10 days for training
------------------------------------------------------------------------------------------------------------------
18Configuration Management 1 day for training on DSLams, Gateways
------------------------------------------------------------------------------------------------------------------
19Switch/Colo Technicians
------------------------------------------------------------------------------------------------------------------
20Site Manager
------------------------------------------------------------------------------------------------------------------
21Contracts/Suppliers 1 day for coordination
------------------------------------------------------------------------------------------------------------------
22Network Project MGMT
------------------------------------------------------------------------------------------------------------------
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