exv10w1w3






Exhibit 10.1.3



Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with
the North American Portability Management LLC, as successor to Northeast Carrier Acquisition
Company, LLC, which is one of seven agreements that are substantially identical in all material
respects other than the parties to the agreements. North American Portability Management, LLC
succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other
entities listed below. The following list identifies the other parties to the six agreements that
have been omitted pursuant to Instruction 2 to Item 601:





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








Amendment No. 72 (NE)





			
	SOW:	 	o  No

þ Yes










STATEMENT OF WORK NO. 72




UNDER




CONTRACTOR SERVICES AGREEMENT




FOR




NUMBER PORTABILITY ADMINISTRATION CENTER / SERVICE




MANAGEMENT SYSTEM




IMPLEMENTATION OF NANC 429, NANC 430 AND NANC 435




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Page 1









 








Amendment No. 72 (NE)





			
	SOW:	 	o   No

þ Yes





STATEMENT OF WORK NO. 72




UNDER




CONTRACTOR SERVICES AGREEMENT

FOR

NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE MANAGEMENT

SYSTEM




Implementation of NANC 429, NANC 430 AND NANC 435




1. PARTIES




This Statement of Work No. 72 (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



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Amendment No. 72 (NE)





			
	SOW:	 	o  No

þ Yes





good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Contractor and Customer agree as set forth in this Statement of Work.



4. 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 4 (collectively, the “Software
Development Work”) necessary to incorporate the Change Orders (as that term is defined in
Section 4.2 below) into the NPAC/SMS Software in accordance with the project schedule set
forth
in Article 6. The Additional Services under this SOW are an Enhancement to the
NPAC/SMS Software as defined in the Master Agreement.



4.1 Software Development Work




The Software Development Work for the Enhancement of the Change Order includes the
following activities: NPAC/SMS requirements definition; NPAC/SMS system and regression
test; program management; quality assurance; configuration control and documentation
management.



4.2 Change Orders




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




NANC 429 — URI for Voice. The NPAC/SMS will provide the ability to provision a Voice URI
for each SV and Pooled Block record. This information will be provisioned by the SOA and
broadcast to the LSMS upon activation of the SV or Pooled Block and upon modification for
those SOA and LSMS associations optioned “on” to send and receive this data. This Optional
Data field parameter shall be added to the Bulk Data Download file, and be available to a Service
Provider’s SOA, LSMS, or both. This parameter will be supported across the interface on an opt-in basis only and will be functionally backward compatible.




NANC 430 — URI for Multimedia Message Service (MMS). The NPAC/SMS will provide the
ability to provision an MMS URI for each SV and Pooled Block record. This information will be
provisioned by the SOA and broadcast to the LSMS upon activation of the SV or Pooled Block
and upon modification for those SOA and LSMS associations optioned “on” to send and receive
this data. This Optional Data fieldparameter shall be added to the Bulk Data Download file, and
be available to a Service Provider’s SOA, LSMS, or both. This parameter will be supported
across the interface on an opt-in basis only and will be functionally backward compatible.




NANC 435 — URI for Short Message Service (SMS). The NPAC/SMS will provide the ability
to provision an SMS URI for each SV and Pooled Block record. This information will be
provisioned by the SOA and broadcast to the LSMS upon activation of the SV or Pooled Block
and upon modification for those SOA and LSMS associations optioned “on” to send and receive
this data. This Optional Data field parameter shall be added to the Bulk Data Download file, and
be available to a Service Provider’s SOA, LSMS, or both. This parameter will be supported
across the interface on an opt-in basis only and will be functionally backward compatible.


CONFIDENTIAL




Page 3









 









Amendment No. 72 (NE)





			
	SOW:	 	o   No

þ  Yes





5. 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 4 (Scope of Additional Services) 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.



6. PROJECT PHASES




6.1 Phase Descriptions



Contractor shall perform the Additional Services in accordance with the schedule (the “Project
Phases”) set forth below.



Table 1 — Project Phases



	 	 	 
	Phases	 	Descriptions
	Phase 0

	 	SOW Effective Date
	 
	 	 
	Phase 1

	 	Development of Enhancement
	 
	 	 
	Phase 2

	 	Availability of Enhancement for Optional
Regression Testing and, for Users supporting
the Enhancement, Turn-Up Testing on
Industry Test Bed
	 
	 	 
	Phase 3

	 	Implementation of Enhancement






Phase 1 — Beginning on the SOW Effective Date, 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, Contractor shall make the Enhancement available for optional
regression testing and, for Users supporting the Enhancement, turn-up testing on the industry test
bed. Contractor shall maintain availability of the Industry Test Bed for this purpose 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. Contractor shall complete this Phase 3 no later
than three (3) weeks after the first available maintenance window immediately following completion
of Phase 2. The date on which the Enhancement is implemented shall be referred to as the “SOW
Completion Date.”



6.2 Acceptance




If not accepted sooner by Customer, the Additional Services shall be deemed to have been



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Amendment No. 72 (NE)





			
	SOW:	 	o   No

þ  Yes





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 6.2, 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.



7. APPLICABLE DOCUMENTS




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



	 	 	 
	ü

	 	Functional Requirements Specifications
	 
	None

	 	Requirements Traceability Matrix
	 
	None

	 	System Design
	 
	ü

	 	Detailed Design
	 
	None

	 	Integration Test Plan
	 
	None

	 	System Test Plan
	 
	None

	 	NPAC Software Development Process Plan
	 
	ü

	 	User Documentation






Effective on the SOW Completion Date, 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.



8. IMPACTS ON MASTER AGREEMENT




	 	 	 
	None

	 	Master Agreement
	 
	ü

	 	Exhibit B Functional Requirements Specification
	 
	ü

	 	Exhibit C Interoperable Interface Specification
	 
	ü

	 	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)






CONFIDENTIAL




Page 5









 









	Amendment No. 72 (NE)






			
	SOW:	 	o   No

þ  Yes





9. APPROVAL OF NEW URI PARAMETERS



As of the SOW Completion Date, the following new URI parameters (the “New URI Parameters”) of the
Optional Data field introduced by the Change Orders shall be set forth in Footnote 5 of Exhibit E
to the Master Agreement in the list of Active SV fields, any of which if modified results in a TN
Porting Event:




	 	•	 	URI for Voice
	 
	 	•	 	URI for Multimedia Message Service (MMS)
	 
	 	•	 	URI for Short Message Service (SMS)





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



If as a result of a final order issued by the U.S. Federal Communications Commission (FCC), any New
URI Parameter is required to be excluded from the NPAC/SMS, then Contractor shall at no cost to
Users in the Service Area, and after coordinating with Customer and Users supporting the subject
New URI Parameter, take all steps necessary to comply with such final order concerning the
exclusion of the New URI Parameter. If compliance with such a final order requiring the exclusion
of a New URI Parameter requires the processing of TN Porting Events, then Contractor shall, on
behalf of Users supporting the subject New URI Parameter, process TN Porting Events that consist
exclusively of the deletion of the data from the subject New URI Parameter in the User’s Active SVs
as a mass update project (such TN Porting Events, the
“Corrective Transactions”). The number of
Corrective Transactions in any Measuring Year shall for that Measuring Year only be added one-time
to the amount of the National TN Porting Event Ceiling under Section 35.7 of the Master Agreement
for the purpose of determining whether a National Ceiling Threshold Event occurred.



10. COMPENSATION AND PAYMENT




There is no cost to the Subscribing Customer and the Users of 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



CONFIDENTIAL




Page 6









 








Amendment No. 72 (NE)





			
	SOW:	 	o   No

þ  Yes





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 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.



11.3 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.



11.4 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.



11.5 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]




CONFIDENTIAL





Page 7









 








Statement
of Work  No. 72 (NE)





			
	SOW:	 	o   No

þ  Yes





IN WITNESS WHEREOF, the undersigned have executed this Amendment:



CONTRACTOR:
NeuStar, Inc.



	 	 	 	 	 
	By:

	 	/s/ Michael O’Connor	 	 
	Its:


	 	 

VP Customer Relation



	 	   
	 
	Date: May 20, 2009






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



	 	 	 	 	 
	By:

	 	/s/ Melvin Clay	 	 
	Its:


	 	 

NAPM LLC Co-Chair
	 	   
	 
	
Date: May 20, 2009






	 	 	 	 	 
	By:

	 	/s/ Timothy Decker	 	 
	Its:

	 	 

NAPM LLC Co-Chair
	 	 
	 
	 

Date: May 20, 2009
	 	 
	 

	 	 

	 	 






CONFIDENTIAL





Page 8









 













			
	Paul S. Lalljie
	 	Ph: 571-434-5548
	Senior Vice President, Chief Financial Officer and Treasurer
	 	Fax: 571-434-5735

Paul.Lalljie@neustar.biz






July 13, 2009




Mel Clay, Co-Chair

North American Portability Management LLC

c/o at&t Inc.

Room 20P25

675 W. Peachtree Street

Atlanta, GA 30375




Tim Decker, Co-Chair

North American Portability Management LLC

c/o Verizon Communications, Inc.

HQE02D37

Irving, TX 75038




          Re: Change Orders




Dear Mel and Tim:



We are pleased to report that NeuStar is on schedule to implement Change Orders NANC 429 (URI for
Voice), NANC 430 (URI for Multimedia Message Service) and NANC 435 (URI for Short Message Service)
in accordance with Statement of Work No. 72. As is customary for the implementation of enhancements
to the NPAC/SMS Software, NeuStar is implementing these three Change Orders on a staggered basis as
follows:



	 	 	 	 	 	 	 
	 	 	Scheduled	 	Actual	 	Acceptance Period
	Service Area	 	Implementation Date	 	Implementation Date	 	Expiration
	Southeast
	 	June 28, 2009
	 	June 28, 2009
	 	July 13, 2009
	 	 	 	 	 	 	 
	Mid-Atlantic
	 	July 12, 2009
	 	July 12, 2009
	 	July 27, 2009
	 	 	 	 	 	 	 
	Midwest
	 	July 12, 2009
	 	July 12, 2009
	 	July 27, 2009
	 	 	 	 	 	 	 
	Northeast
	 	July 12, 2009
	 	July 12, 2009
	 	July 27, 2009
	 	 	 	 	 	 	 
	Southwest
	 	July 19, 2009
	 	TBD
	 	Est. August 3, 2009
	 	 	 	 	 	 	 
	West Coast
	 	July 19, 2009
	 	TBD
	 	Est. August 3, 2009
	 	 	 	 	 	 	 
	Western
	 	July 19, 2009
	 	TBD
	 	Est. August 3, 2009
	 	 	 	 	 	 	 





Please note that as of the date of this letter, NeuStar has not received from the NAPM LLC an
acceptance notification, in accordance with Section 6.2 of Statement of Work No. 72, with








 









 













Mel Clay
 Tim Decker

July 13, 2009

Page 2




respect to those Service Areas already implemented. As a result, and in accordance with Section
6.2, the Southeast Service Area is deemed accepted as of July 13, 2009 (i.e., upon expiration of a
15-day acceptance period without written notification of a “Critical Defect”). Furthermore, unless
the NAPM LLC provides an acceptance notification, the Mid-Atlantic, Midwest and Northeast Service
Areas will be deemed accepted as of July 27, 2009.



Because only one Service Area (the Southeast) was implemented in June, 2009 and because no
acceptance occurred in June, 2009, no Service Area has met all the requirements set forth in
Section 35.5(b) (first introduced by Statement of Work No. 70) under each regional Contractor
Services Agreement for NPAC/SMS (the “Master Agreement”) for a New URI Adjustment Event, as
measured on the last day of June, 2009. This means that no Service Area is entitled to a share of a
National Monthly New URI One-Time Adjustment beginning in July, 2009.



In response to a NAPM LLC request to NeuStar for the application of the National Monthly New URI
One-Time Adjustment to begin in July, 2009 for all Service Areas, NeuStar proposes as an
accommodation that with respect to the first National Monthly New URI One-Time Adjustment
(associated with one Covered New URI), all Service Areas associated with the Subscribing Customers
that are a party to both Statement of Work No. 70 and Statement of Work No. 72 be eligible to
receive a share of the National Monthly New URI One-Time Adjustment (for one Covered New URI) if
any one Service Area is deployed by NeuStar by the last day of June 2009. In order to effectuate
the foregoing, NeuStar and the NAPM LLC agree as follows:




	 	•	 	NeuStar will waive for calendar month June, 2009 only criteria (B) (i.e., Contractor
implementation) and (C) (i.e., Customer acceptance) set forth in Section 35.5(b) of
each Master Agreement for determining whether a New URI Adjustment Event has
occurred with respect to any Service Area if in that same calendar month of June,
2009 at least one other Service Area has met criteria (A), (B), (D), (E) and (F) set
forth in Section 35.5(b) for determining whether a New URI Adjustment Event has
occurred.
	 
	 	•	 	For any Service Area that in calendar month June 2009 meets, with respect to a
Covered New URI, criteria (A), (B), (D), (E) and (F) set forth in Section 35.5(b) of
each Master Agreement for determining whether a New URI Adjustment Event has
occurred, the NAPM LLC hereby Accepts under Section 6.2 of Statement of Work
No. 72, and effective the last date of June, 2009, NeuStar’s implementation of each
Change Order for such Covered New URI that NeuStar implemented in calendar
month June 2009.





In accordance with the provisions of Section 35.5(b) of the Master Agreements, NeuStar shall first
issue each Service Area’s share of the National Monthly New URI One-Time



 









 











Mel Clay
 Tim Decker

July 13, 2009

Page 3




Adjustment with the July, 2009 invoices to be delivered to Allocated Payors in August, 2009 (i.e.,
the first calendar month of the calendar quarter immediately after the calendar month in which the
New URI Adjustment Event occurred).



The foregoing does not waive criteria (A), (B), (C), (D), (E) and (F) set forth in Section 35.5(b)
of each Master Agreement for determining whether a New URI Adjustment Event has occurred in any
calendar month, except as specifically set forth above for calendar month June, 2009. Such criteria
(A), (B), (C), (D), (E) and (F) set forth in Section 35.5(b) of each Master Agreement shall
continue to be tested on a monthly basis in accordance with the Master Agreements to determine
whether to continue payment of each Service Area’s share of the National Monthly New URI One-Time
Adjustment. This means that, for example, acceptance of the implementation of the change orders for
new URIs not yet accepted must still take place in accordance with Section 6.2 of Statement of Work
No. 72: either a lack of written notice identifying a critical defect within fifteen (15) days
after implementation or written notice of acceptance.



If you agree, then please execute this letter and return the same to us. If you have any
questions, then please do not hesitate to contact me.



Very truly yours


NEUSTAR, INC.






Paul S. Lalljie

Senior Vice President, Chief Financial Officer and Treasurer




AGREED AND ACCEPTED:




NORTH AMERICAN PORTABILITY MANAGEMENT LLC




	 	 	 	 	 
	By:

Name:

	 	/s/ Mel Clay
 

Mel Clay
	 	 
	Title:

	 	Co-Chair	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Tim Decker
 

Tim Decker
	 	 
	Title:

	 	Co-Chair	 	 







			
	cc:	 	Dan A. Sciullo

Berenbaum, Weinshienk & Eason, P.C.