exv10w1w1






Exhibit 10.1.1




	 	 	 
	Amendment No. 76 (NE)
	SOW:

	 	o No
	 

	 	þ Yes











STATEMENT OF WORK NO. 76




UNDER



CONTRACTOR SERVICES AGREEMENT



FOR



NUMBER
PORTABILITY ADMINISTRATION CENTER / SERVICE
MANAGEMENT SYSTEM




IMPLEMENTATION OF NANC 438



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	Amendment No. 76 (NE)
	SOW:

	 	o No
	 

	 	þ Yes






STATEMENT OF WORK NO. 76




UNDER



CONTRACTOR SERVICES AGREEMENT

FOR

NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE MANAGEMENT SYSTEM



Implementation of NANC 438




1. PARTIES



This Statement of Work No. 76 (this “Statement of Work” or “SOW”) is entered into pursuant
to Article 13 and Article 30, and upon execution shall be a part of, the Contractor
Services Agreements for Number Portability Administration Center/Service Management System,
as amended and in effect immediately prior to the SOW Effective Date (each such agreement
referred to individually as the “Master Agreement” and collectively as the “Master
Agreements”), by and between NeuStar, Inc., a Delaware corporation (“Contractor”), and the
North American Portability Management LLC, a Delaware limited liability company (the
“Customer”), as the successor in interest to and on behalf of the Northeast Carrier
Acquisition Company, LLC (the “Subscribing Customer”).




2. EFFECTIVENESS AND SUBSCRIBING CUSTOMERS



This Statement of Work shall be effective as of the last date of execution below (the “SOW
Effective Date”), conditioned upon execution by Contractor and Customer on behalf of all
the limited liability companies listed below for the separate United States Service Areas
(the “Subscribing Customers”).





	 	•	 	Mid-Atlantic Carrier Acquisition Company, LLC
	 
	 	•	 	LNP, LLC (Midwest)
	 
	 	•	 	Northeast Carrier Acquisition Company, LLC
	 
	 	•	 	Southeast Number Portability Administration Company, LLC
	 
	 	•	 	Southwest Region Portability Company, LLC
	 
	 	•	 	West Coast Portability Services, LLC
	 
	 	•	 	Western Region Telephone Number Portability, LLC




The number in the upper left-hand corner refers to this Statement of Work. Capitalized
terms used herein without definition or which do not specifically reference another
agreement shall have the meanings as defined in the Master Agreement.




3. CONSIDERATION RECITAL



In consideration of the terms and conditions set forth in this Statement of Work, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,




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Contractor and Customer agree as set forth in this Statement of Work.




4. APPLICABLE DOCUMENTS



The following internal documents are applicable to the Additional Services contemplated under this SOW:




	 	 	 	 	 
	 

	 	þ
	 	Functional Requirements Specifications
	 

	 	None
	 	Requirements Traceability Matrix
	 

	 	None
	 	System Design
	 

	 	þ
	 	Detailed Design
	 

	 	None
	 	Integration Test Plan
	 

	 	None
	 	System Test Plan
	 

	 	None
	 	NPAC Software Development Process Plan
	 

	 	þ
	 	User Documentation





Effective on the SOW Completion Date (defined below), the term Specifications as used in the
Master Agreements shall mean the Specifications as defined therein and as modified and amended
pursuant to Statements of Work under the Master Agreements through and including the Software
release contemplated by this Statement of Work.



5.
IMPACTS ON MASTER AGREEMENT




	 	 	 	 	 
	 

	 	None
	 	Master Agreement
	 

	 	þ
	 	Exhibit B Functional Requirements Specification
	 

	 	þ
	 	Exhibit C Interoperable Interface Specification
	 

	 	þ
	 	Exhibit E Pricing Schedules
	 

	 	None
	 	Exhibit F Project Plan and Test Schedule
	 

	 	None
	 	Exhibit G Service Level Requirements
	 

	 	None
	 	Exhibit H Reporting and Monitoring Requirements
	 

	 	None
	 	Exhibit J User Agreement Form
	 

	 	None
	 	Exhibit K External Design
	 

	 	None
	 	Exhibit L Infrastructure/Hardware
	 

	 	None
	 	Exhibit M Software Escrow Agreement
	 

	 	None
	 	Exhibit N System Performance Plan for NPAC/SMS Services
	 

	 	None
	 	Disaster Recovery
	 

	 	None
	 	Back Up Plans
	 

	 	None
	 	Gateway Evaluation Process (Article 32 of Master Agreement)






6.
SCOPE OF ADDITIONAL SERVICES



Contractor shall perform the Additional Services set forth herein. The Additional
Services under this SOW consist exclusively of the work set forth in this Article 6
(collectively, the “Software Development Work”). The Additional Services under this SOW
are an Enhancement to the NPAC/SMS Software as defined in the Master Agreement.




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6.1 Software Development Work



The work necessary to incorporate the Change Order(s) set forth in Section 6.2 below into the
NPAC/SMS Software in accordance with the project schedule set forth in Article 8 below shall be
referred to collectively as the “Software Development Work.” The Software Development Work
associated with the Change Order(s) includes the following activities: requirements definition;
system design; coding and unit testing; system integration testing, system and regression testing;
program management; quality assurance; configuration control and documentation management, as well
as application support, customer support, and system administration support.




6.2 Change Order



The NPAC/SMS Software shall incorporate and provide the functionality of the NANC change order
(“Change Order”) set forth immediately below.





NANC 438 — Last Alternative SPID




The existing Alternative SPID parameter was introduced to allow Service Providers having a
wholesale business relationship with subtending Service Providers, such as resellers or
class 2 interconnected VoIP providers, to identify the subtending Service Provider in the
SV record created for a ported or pooled number. However, since the Alternative SPID was
implemented, there have been occasions where the provider having the retail relationship
with the end user also must be identified. Because the subtending Service Provider having
the wholesale business relationship with the network Service Provider, and the subtending
Service Provider having the retail business relationship with the end user, may be
different entities, there is a need to have the ability to separately identify two
Alternative SPID values.




The new alternate SPID parameter will be labeled “Last Alternative SPID,” to make clear its
use is to identify the Service Provider having the retail relationship with the end user,
and be added to the Optional Data field of the Subscription Version. To maintain backward
compatibility, the name and XML label of the original Alternative SPID parameter will
remain the same.



7. OUT OF SCOPE SERVICES



This SOW contains the agreed upon terms and conditions that shall govern Contractor’s
performance of the Additional Services described herein. The Additional Services provided for in
this SOW shall not be interpreted, implied, or assumed to include any other service(s), including
additional or changed services, not specifically described in Article 6 above. Any and all
requested or required services or change orders (hereinafter “Out of Scope Services”) may be
provided in accordance with Article 13 of the Master Agreement.




8. PROJECT PHASES




8.1 Phase Descriptions




Contractor shall perform the Additional Services in accordance with the schedule (the “Project




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Phases”) set forth below.




Table 1 — Project Phases




	 	 	 
	Phases	 	Descriptions
	Phase 0

	 	Monday, January 8, 2010
	Phase 1

	 	Development and Internal Testing of Enhancement
	Phase 1.1

	 	Development of Enhancement — 3 weeks
	Phase 1.2

	 	Internal Acceptance Testing — 1 week
	Phase 2

	 	Enhancement available for Testing on Industry Test Bed — 2 weeks
	Phase 3

	 	Implementation of Enhancement — 1 week SOW Completion Date of Sunday, February 28, 2010





Phase 1 — Beginning on Monday, January 8, 2010, Contractor shall undertake all necessary
development activities to implement the Enhancement. Contractor shall complete
this Phase 1 no later than four (4) weeks thereafter.



Phase 2 — Upon completion of Phase 1.1, Contractor shall make the Enhancement available
for optional regression testing on the industry test bed.
For Users supporting the Enhancement that have not
already been certified to use the Optional Data Parameter
capability, the industry test bed also will be available for turn-up testing. Contractor
shall maintain availability of the Industry Test Bed for these purposes for two (2) weeks.



Phase 3 — Upon completion of Phase 2, Contractor shall commence the introduction of the
Enhancement in production into the Service Areas on the first maintenance window available
for installation. Contractor shall introduce the Enhancement in the first Service Area on
February 21, 2010 and in the next 6 Service Areas on February 28, 2010. The date on which
the Enhancement is implemented in all regions shall be referred to as the “SOW Completion Date.”




8.2 Acceptance



If not accepted sooner by Customer, the Additional Services shall be deemed to have been
accepted (“Acceptance”) upon the absence of written notice from Customer to Contractor identifying
Critical Defects (as defined herein) in the Change Order functionality implemented hereunder as
of fifteen (15) days after the SOW Completion Date. For purposes of this Section, a “Critical Defect”
shall mean any functional defect in the Enhancement to be implemented by the Additional Services
hereunder that prevents one or more Users from performing a create, activate, modify or delete of an
Active SV. For such a defect to be considered a Critical Defect it must be reproducible and be one
for which no acceptable alternative functionality can be identified.




9. APPROVAL OF LAST ALTERNATIVE SPID



As of the SOW Completion Date, the following new parameter of the Optional Data field
introduced by the Change Orders shall be set forth in Footnote 5 of Exhibit E to the Master




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Agreement in the list of Active SV fields, any of which if modified results in a TN Porting Event:





	 	•	 	Last Alternative SPID




This Article 9 does not otherwise amend or modify Footnote 5 of Exhibit E to the Master Agreement.




10. COMPENSATION AND PAYMENT



There is no cost to the Subscribing Customer or the Users in the Subscribing Customer’s Service
Area for the performance of the Additional Services set forth herein.




11. MISCELLANEOUS



11.1 Except as specifically modified and amended hereby, all the provisions of the Master Agreement
and the User Agreements entered into with respect thereto, and all exhibits and schedules thereto,
shall remain unaltered and in full force and effect in accordance with their terms. From and after
the SOW Effective Date hereof, any reference in the Master Agreement to itself and any Article,
Section or subsections thereof or to any Exhibit thereto, or in any User Agreement to itself or to
the Master Agreement and applicable to any time from and after the SOW Effective Date hereof, shall
be deemed to be a reference to such agreement, Article, Section, subsection or Exhibit, as modified
and amended by this. From and after the SOW Effective Date, this Statement of Work shall be a part
of the Master Agreement, including its Exhibits, and, as such, shall be subject to the terms and
conditions therein. Each of the respective Master Agreements with respect to separate Service Areas
remains an independent agreement regarding the rights and obligations of each of the Parties
thereto with respect to such Service Area, and neither this Statement of Work nor any other
instrument shall join or merge any Master Agreement with any other, except by the express written
agreement of the Parties thereto.



11.2 If any provision of this SOW is held invalid or unenforceable the remaining provision of this
SOW shall become null and void and be of no further force or effect. If by rule, regulation, order,
opinion or decision of the Federal Communications
Commission or any other regulatory body having jurisdiction or delegated authority with respect to
the subject matter of this SOW or the Master Agreement, this SOW is required to be rescinded or is
declared ineffective or void in whole or in part, whether temporarily, permanently or ab initio (an
“Ineffectiveness Determination”), immediately upon such Ineffectiveness Determination and without
any requirement on any party to appeal, protest or otherwise seek clarification of such
Ineffectiveness Determination, this SOW shall be rescinded and of no further force or effect
retroactively to the Amendment Effective Date. Consequently, the Master Agreement in effect
immediately prior to the Amendment Effective Date shall continue in full force and effect in
accordance with its terms, unchanged or modified in any way by this SOW. In the event of an
Ineffectiveness Determination, any amounts that would have otherwise been due and payable under the
terms and conditions of the Master Agreement, in effect immediately prior to the Amendment
Effective




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Date (including, but not limited to any adjustments necessary to retroactively re-price TN Porting
Events under Exhibit E from the Amendment Effective Date through the date of the Ineffectiveness
Determination, or other amounts or credits, to any party hereunder), shall be invoiced by
Contractor at the earliest practical Billing Cycle in accordance with the Master Agreement and
shall be due and payable in accordance with the applicable invoice therewith or shall be credited
or applied for the benefit of the Customer or any Allocated Payor in accordance with the Master
Agreement.



11.3 This Statement of Work may be executed in two or more counterparts and by different parties
hereto in separate counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.



11.4 If at any time hereafter a Customer, other than a Customer that is a party hereto desires to
become a party hereto, such Customer may become a party hereto by executing a joinder agreeing to
be bound by the terms and conditions of this Statement of Work, as modified from time to time.



11.5 This Statement of Work is the joint work product of representatives of Customer and
Contractor; accordingly, in the event of ambiguities, no inferences will be drawn against either
party, including the party that drafted this Statement of Work in its final form.



11.6 This Statement of Work sets forth the entire understanding between the
Parties with regard to the subject matter hereof and supercedes any prior or contemporaneous
agreement, discussions, negotiations or representations between the Parties, whether written or
oral, with respect thereto. The modifications, amendments and price concessions made herein were
negotiated together and collectively, and each is made in consideration of all of the other terms
herein. All such modifications, amendments and price concessions are interrelated and are dependent
on each other. No separate, additional or different consideration is contemplated with respect to
the modifications, amendments and price concessions herein.





[THIS SPACE INTENTIONALLY LEFT BLANK]




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	 	þ Yes





IN WITNESS WHEREOF, the undersigned have executed this Statement of Work:




	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.

 	 	 
	By:  	
 	 	 
	 	Its: VP — Customer Relations 	 	 
	 	Date: Nov. 23, 2009 	 	 
	 


CUSTOMER: North American Portability Management LLC, as successor in interest to and on behalf of
Northeast Carrier Acquisition Company, LLC




	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Its: NAPM LLC Co-Chair 	 	 
	 	Date: Dec. 1, 2009 	 	 
	 
	 	 	 
	By:  	
 	 	 
	 	Its: NAPM LLC Co-Chair 	 	 
	 	Date: Dec. 3, 2009 	 	 
	 



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