SCHEDULE OO CE NETWORK TRANSITION

Transcription

1 SCHEDULE OO CE NETWORK TRANSITION 1. INTERPRETATION 1.1 Purpose of this Schedule This Schedules outlines the terms and conditions with respect to the CE Transition, including the procedures, terms and conditions that will apply to the delivery, testing and Acceptance of any Tested Deliverable provided by TELUS as part of the CE Transition. 1.2 Objectives of the Parties The parties acknowledge and agree that the primary objectives of the CE Transition are as follows (the CE Objectives ): (a) (b) (c) (d) (e) (f) to avoid to the greatest extent possible GPS Entities having to incur multiple onetime charges (e.g. both an upgrade Fee and install Fee) for the same Circuit by coordinating the timing of the CE Transition; to minimize the internal costs of the CE Transition to each party; to balance the physical transition of Circuits in the Baseline regionally throughout the Province of British Columbia to allow for efficient resource utilization; to ensure timely completion of the tasks, Milestones, and associated reviews, approvals, and decisions, essential to the success of the CE Transition; to establish and maintain effective communication between the parties throughout the CE Transition; and to keep each party informed of unanticipated events that may adversely impact the CE Transition timelines. The parties acknowledge and agree that the above noted objectives are not, as such, intended to create legal obligations for the parties, but instead, are intended to document the mutual primary objectives of the parties with respect to the CE Transition. The specific provisions of this Schedule are to be interpreted according to their plain meaning; provided that where there is uncertainty concerning the meaning of any specific provision, then such provision is to be interpreted in light of the objectives set forth in this section. 1.3 Definitions In this Schedule: (a) (b) (c) Applicable GPS Entities has the meaning given to it in section 3.2(c); Baseline has the meaning given to it in section 2.7(b); CE Transition Plan Change Process has the meaning given to it in section 2.6(c); 1

2 (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) CE Transition Completion Date has the meaning given to it in section 2.11(c); CE Transition Plans means the General GPS CE Transition Plan and all of the GPS Entity CE Transition Plans; Cutover Milestone means any Milestone described in a Cutover Milestone Table; Cutover Milestone Table has the meaning given to it in section 2.9(a); General GPS CE Transition Plan has the meaning given to it in section 2.3(a)(i); GPS CE Transition Managers has the meaning given to it in section 2.4(c); GPS Cutover Milestone Table has the meaning given to it in section 2.9(b); GPS Entity CE Transition Plan has the meaning given to it in section 2.3(a)(ii); Grandfathered Services means any Data Services with respect to which: (i) TELUS has notified the GPS Group in writing will be Grandfathered with at least the period of advance notice specified herein for the type of Data Service that will be Grandfathered or if no such period is specified at least 90 days advance notice; and (ii) such period of notice has passed; Interim Service Solution has the meaning given to it in section 4.4(e); Legacy Data Services means the following Initial Data Services: (i) NBC ATM MAN to WAN Gateway; (ii) NBC EB-1 Telecommunications Services; (iii) NBC GigE L2 Metro Services; (iv) NBC L2 MAN Services; (v) NBC MAN-Metro Gateway Services; and (vi) NBC L2 Metro-WAN Gateway Services; MCSA L3 Metro Services means the NBC Metro L3 VPN Services and the NBC Metro L3 VPN Gateway Services; MCSA L3 Services means NBC WAN L3 VPN Services and MCSA L3 Metro Services; Sunsetted Services means any Grandfathered Services with respect to which: (i) TELUS has notified the GPS Group in writing will be Sunsetted with at least the period of advance notice specified herein for the type of Data Service that will be Sunsetted or if no such period is specified at least 180 days advance notice; and (ii) and such period of notice has passed; TELUS CE Project Executive has the meaning given to it in section 2.4(b); TELUS CE Roadmap means TELUS corporate technology roadmap for the deployment of its CE network; and Turn Down means to physically transition a Data Service that is a Sunsetted Service to another Data Service in accordance with a transition plan jointly 2

3 1.4 Interpretation developed and agreed to by TELUS and the GPS Entity receiving such Data Service that is a Sunsetted Service, and Turned Down has a similar meaning. Any reference in this Schedule to: (a) (b) (c) the successful completion of any Tested Deliverable or Milestone, as applicable, means that TELUS has completed such Tested Deliverable or Milestone in accordance with the Agreement and the Applicable GPS Entities have Accepted such Tested Deliverable or Milestone in accordance with this Schedule, and any similar expression in the same context will have the same meaning; except for purposes of section 1.3(t) and as otherwise specifically provided in this Schedule, for the purposes of this Schedule and the CE Transition Plans the transition of a Circuit means any of the following: (i) physical transition of the Circuit to the CE architecture that allows the Circuit to be used to receive CE Data Services through it (which physical transition will include a transition described in 2.7(f)); (ii) physical transition of the Circuit to an MCSA L3 Data Service where CE Data Services are not available; or (iii) implementation of CE Pricing for such Circuit, and transitioned shall have a similar meaning; and with respect to a Circuit, the terms physical transition, install and installation include all activities required to be taken in order to render the Circuit and applicable Services provided through such Circuit operational in accordance with the applicable Specifications, Service Levels and any other operational requirements, including all assembly, configuration, integration, interconnection and testing. 2. CE TRANSITION OVERVIEW 2.1 CE Transition Generally (a) (b) (c) The CE Transition will be generally consistent with the TELUS CE Roadmap. For clarity, this means that Initial Data Services will be available for transition once TELUS has made them available in a particular area as scheduled in TELUS CE Roadmap. TELUS will disclose the TELUS CE Roadmap with the GPS Group through the Governance Process and take into consideration any input provided by any GPS Entity with respect to the TELUS CE Roadmap for purposes of updating and revising the TELUS CE Roadmap. Except to the extent otherwise provided in this Schedule, TELUS will take responsibility and accountability for the CE Transition, including ensuring all Circuits in the Baseline with respect to which Service Orders are issued in accordance with this Schedule are installed or transitioned and fully operational in accordance with the CE Transition Plans. 3

4 (d) (e) TELUS will perform all required activities and other obligations in respect of the CE Transition that are necessary to successfully complete the CE Transition in accordance with the terms of this Schedule and the CE Transition Plans, including ensuring that all Cutover Milestones are successfully completed by their respective Milestone Dates. TELUS agrees that: (i) (ii) (iii) (iv) during the CE Transition TELUS will assign appropriate resources as reasonably required to successfully complete the CE Transition; TELUS will work together with the GPS Entities to achieve all milestones of the CE Transition (including the Cutover Milestones) within the time periods (including the Milestone Dates) set out in this Schedule and the CE Transition Plans by complying with its obligations under this Schedule and the CE Transition Plans; TELUS will undertake its obligations under this Schedule and the CE Transition Plans in a co-ordinated manner and use commercially reasonable efforts to minimize material disruption to the businesses and services of the GPS Entities (without negatively impacting Achieved Service Levels for ongoing Services being provided by TELUS); and it is committed to the full and successful implementation and completion of the CE Transition and shall promptly address any disagreement in a cooperative manner with any disputes dealt with in accordance with section 2.5. (f) Each GPS Entity will work cooperatively with TELUS to assist TELUS with meeting its obligations under this Schedule and the CE Transition Plans to the extent required. 2.2 GPS Group Acknowledgement The GPS Group acknowledges that: (a) (b) subject to section 2.7(e) and TELUS commitments with respect to the High Level CE Schedule and Detailed CE Schedules, the CE Data Services may not be available in all communities in the Province of British Columbia; and except as otherwise provided herein (including section 4), from and after the Effective Date, TELUS investment in infrastructure and product development related to the Data Services will be primarily with respect to its CE network. 2.3 CE Transition Plans (a) TELUS will develop the following transition plans with respect to the CE Transition: (i) in consultation with the GPS Group, a general CE roll out plan (the General GPS CE Transition Plan ); and 4

5 (ii) for each GPS Entity upon the particular GPS Entity becoming involved in the CE Transition, a plan specifically developed for such GPS Entity in consultation with such GPS Entity, which is consistent with the General GPS CE Transition Plan (each, a GPS Entity CE Transition Plan ). (b) Each CE Transition Plan will comply with the following requirements: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) it will be generally consistent with the TELUS CE Roadmap; it will incorporate the description of work required on the part of both TELUS and the applicable one or more GPS Entities to successfully complete the CE Transition, including the issuance of Service Orders, provided, however, that any work required to be performed by a GPS Entity will be structured as a GPS Dependency in accordance with section 2.10; it will include any other GPS Dependencies relating to the CE Transition Services under such CE Transition Plan; it will set out the schedule for transitioning Circuits under such CE Transition Plan, including, if it is a GPS Entity CE Transition Plan, the timing for Service Orders to be issued by the applicable GPS Entity, the Cutover Milestones under such plan (in the form of a completed Cutover Milestone Table) and any other milestones for the transition of Circuits under such plan; such schedule for transitioning Circuits will not conflict with the High Level CE Schedule; it will define the project management elements and the supporting methodology used during the CE Transition such as the management of GPS Dependencies, deliverables (including Tested Deliverables), Acceptance Criteria, milestones, risks, changes, actions, decisions and issues; it will set out the reporting obligations of TELUS will respect to the CE Data Services being performed by TELUS under such plan; it will set out the transition governance processes the parties will employ in respect to the CE Data Services being performed by TELUS under such plan; it will be substantially in the form attached as Schedule FF (Form of Transition Plan); the General GPS CE Transition Plan must be Approved by the Administrator; and each GPS Entity CE Transition Plan must be Approved by the GPS Entity for which it was developed. 5

6 (c) The parties acknowledge that the joint development of the CE Transition Plans will take into consideration: (i) (ii) TELUS interest to complete an efficient CE Transition that is consistent with the TELUS CE Roadmap; and the GPS Entities interest in achieving cost savings as quickly as possible, including by rationalization of regional network infrastructure. (d) (e) Notwithstanding the level of detail contained in a CE Transition Plan, the parties acknowledge that a CE Transition Plan may require modifications after it has been Approved. Any such modifications will be implemented in accordance with the CE Transition Plan Change Process. In the event of any conflict or inconsistency between the provisions of this Schedule and the provisions of a CE Transition Plan, the provisions of this Schedule shall prevail and govern. 2.4 CE Transition Governance (a) (b) The CE Transition will have its own governance model described below and in the CE Transition Plans, which will work in conjunction with the overall Governance Process. TELUS will assign an employee of TELUS to be the primary point of contact of the GPS Entities with respect to the CE Transition (the TELUS CE Project Executive ). The TELUS CE Project Executive will have, among other, the following responsibilities: (i) (ii) management oversight of the CE Transition, including the quality of Tested Deliverables provided as part of the CE Transition; and keeping the CE Transition aligned with the CE Transition Plans and the CE Objectives. (c) (d) (e) The Province and each of the other GPS Entities involved in the CE Transition will assign a single point of contact, who will be appropriately dedicated to the CE Transition (collectively, the GPS CE Transition Managers ). The GPS CE Transition Manager of the Province will be a counterpart to the TELUS CE Project Executive. The TELUS CE Project Executive or his or her designate(s) and GPS CE Transition Managers or their designate(s) will meet no less than monthly or more frequently as defined in the CE Transition Plans. TELUS will, commencing 60 days after the CE Transition is initiated, provide status reports with respect to the CE Transition monthly, in writing, to the GPS CE Transition Managers and the Operational Management Committee. Such reports will include the following as a minimum: (i) work completed to date, comparing actual vs. planned; 6

7 (ii) (iii) (iv) problems encountered and tasks behind schedule, along with proposed solutions to remedy those problems; work planned to be accomplished during the following month; and any other issues concerning the implementation of the CE Transition. (f) (g) TELUS will comply with any other reporting requirements set out in the CE Transition Plans. Subject to section 2.5, any potential delays, including any missed or potentially missed Milestones, or circumstances or other issues that may adversely affect the CE Transition will be escalated in accordance with the governance escalation process set out in the applicable CE Transition Plan. 2.5 Dispute Resolution Subject to section 2.11(b)(ii) (for disputes related to Milestones), any Dispute with respect to the CE Transition shall be dealt in accordance with the Dispute Resolution Process. 2.6 Change Control (a) (b) (c) Changes to this Schedule will be addressed through the Change Process. Changes to a CE Transition Plan will be addressed through the change control process set out in such CE Transition Plan, provided, however, that any such change must be agreed to by both TELUS and the GPS Entity for which such plan was developed. For greater certainty, the Change Process will not apply to any such change unless such change would require a change to this Schedule. The General GPS CE Transition Plan and GPS Entity CE Transition Plans, including Site specific implementation components, will be reviewed at a minimum quarterly by the project management representatives of each party as described in section 2.4 until the CE Transition is successfully completed, with any changes to such plans being implemented in accordance with section 2.6(b) (the CE Transition Plan Change Process ). 2.7 CE Transition Commitments (a) (b) TELUS expects that at least 85% of the Circuits used to provide Initial Data Services under the Initial Service Tower Commitments as of the Effective Date will be available to be physically transitioned to the CE architecture in accordance with this Schedule so as to be able to be used to receive CE Data Services by the GPS Entities The GPS Group acknowledges that the 85% estimate is a statement of intent based on the information available to TELUS at the Effective Date and is not intended to be a legally binding commitment. Attached as Exhibit OO-1 is a list of Circuits that the GPS Entities may desire to have TELUS transition pursuant to the CE Transition so as to be used to receive CE Data Services (the Baseline ). 7

8 (c) (d) TELUS will ensure that the CE Transition commences no later than 24 months after the Effective Date and is successfully completed no later than 48 months after the Effective Date. The GPS Group acknowledges that meeting such timelines will be contingent on the GPS Entities satisfying the GPS Dependencies identified within the specific CE Transition Plans. Subject to section 2.7(e), TELUS will install CE infrastructure and make CE Data Services available on a Service Location basis to the extent required to enable the GPS Entities to require TELUS (through the issuance of Service Orders) to successfully complete the transition of the Circuits in the Baseline over the first four Contract Years as follows (the High Level CE Schedule ): (i) through the issuance of Service Orders in accordance with section 2.8, the GPS Entities will be able to require TELUS to transition up to 0% of the Circuits in the Baseline by the end of Contract Year 1; (ii) through the issuance of Service Orders in accordance with section 2.8, the GPS Entities will be able to require TELUS to transition up to 15% of the Circuits in the Baseline by the end of Contract Year 2; (iii) through the issuance of Service Orders in accordance with section 2.8, the GPS Entities will be able to require TELUS to transition up to 55% of the Circuits in the Baseline by the end of Contract Year 3; and (iv) through the issuance of Service Orders in accordance with section 2.8, the GPS Entities will be able to require TELUS to transition up to 100% of the Circuits in the Baseline by the end of Contract Year 4. (e) (f) (g) The parties will look for opportunities to advance the implementation of the CE Transition Plans to the extent possible so as to enable the transition of Circuits more quickly than provided for in the High Level CE Schedule. Notwithstanding that TELUS does not commit to be able to transition any Circuits in the Baseline in Contract Year 1, TELUS will work with the GPS Group to determine if there are any candidate Sites at which Circuits can be transitioned in Contract Year 1. If TELUS completes a physical transition of a Circuit to the CE architecture prior to the end of Contract Year 2 but such Circuit does not offer all features and other Specifications of the CE Data Services, such transition will be deemed to satisfy TELUS commitment under section 2.7(d)(ii), provided, however, that TELUS will not be relieved from its obligations to provide CE Data Services in accordance with the Specifications and other requirements for the CE Data Services. TELUS will, in consultation with the GPS Group, prepare and deliver to the GPS Group detailed regional-based plans for making Circuits in the Baseline available for transition in a manner consistent with the High Level CE Schedule ( Detailed CE Schedule ) as follows: (i) during the first Contract Year, TELUS will work with the GPS Entities to define the CE Transition in more detail and determine a detailed schedule and plan for making Circuits in the Baseline available for transition in the 8

9 first 6 months of the next Contract Year, which will be the first Detailed CE Schedule; and (ii) semi-annually commencing in Contract Year 2 and continuing thereafter throughout the CE Transition, TELUS will, in consultation with the GPS Group, prepare and deliver to the GPS Group a Detailed CE Schedule for making Circuits in the Baseline available for transition for the next 6 month period. 2.8 CE Data Services Ordering (a) (b) (c) The GPS Entities will be required to issue Service Orders for CE Data Services, including Service Orders for the install of Circuits required for TELUS to provide CE Data Services, in order for TELUS to become obligated to transition a Circuit as a part of the CE Transition. Each of the GPS Entities agrees to jointly plan with TELUS the issuance of its Service Orders for the CE Transition with the aim of achieving the CE Objectives and such planning will be reflected in the GPS Entity CE Transition Plan for such GPS Entity. Section 7 of the main body of this Agreement will not apply to Service Orders issued as part of the CE Transition to the extent the terms and conditions of such section conflict with the terms and conditions of this Schedule. The parties will work through further details of the Service Order processes during development of the CE Transition Plans. For clarity, by example, Due Dates and the acceptance processes in section 7 of the main body of this Agreement will not apply to the CE Transition. The CE Data Services ordered by a GPS Entity pursuant to Service Orders as part of the CE Transition will, upon Acceptance, form part of the Service Tower Commitment for Data Services of such GPS Entity. 2.9 Cutover Milestones (a) The General GPS CE Transition Plan will include a completed version of the table below (a Cutover Milestone Table ) with target completion totals as listed in the table. These amounts will be finalized in consultation with the GPS Group during development of the General GPS CE Transition Plan. Number Completed Cutover Milestone Milestone Date 1. Successful completion of the transition 5% of the total number Circuits to be transitioned under this Plan 18 months after the Effective Date 2. Successful completion of the transition 15% of the total number Circuits to be transitioned under this Plan 3. Successful completion of the transition 35% of the total number Circuits to be transitioned under this Plan 4. Successful completion of the transition 55% of the total number Circuits to be transitioned under this Plan 9 24 months after the Effective Date 30 months after the Effective Date 36 months after the Effective Date

10 Number Completed Cutover Milestone Milestone Date 5. Successful completion of the transition 75% of the total number Circuits to be transitioned under this Plan 42 months after the Effective Date 6. Successful completion of the transition 100% of the total number Circuits to be transitioned under this Plan 48 months after the Effective Date (b) Each GPS Entity CE Transition Plan will include a completed version of the table below (a GPS Cutover Milestone Table ). Number Completed Cutover Milestone Milestone Date 1. Successful completion of the transition % of the total number Circuits to be transitioned under this Plan 18 months after the Effective Date 2. Successful completion of the transition % of the total number Circuits to be transitioned under this Plan 3. Successful completion of the transition % of the total number Circuits to be transitioned under this Plan 4. Successful completion of the transition % of the total number Circuits to be transitioned under this Plan 5. Successful completion of the transition % of the total number Circuits to be transitioned under this Plan 6. Successful completion of the transition % of the total number Circuits to be transitioned under this Plan 24 months after the Effective Date 30 months after the Effective Date 36 months after the Effective Date 42 months after the Effective Date 48 months after the Effective Date (c) (d) (e) TELUS agrees to let each GPS Entity set the percentages required to be set out in the GPS Cutover Milestone Table in the GPS Entity CE Transition Plan developed for such GPS Entity without having to obtain TELUS agreement or approval, provided, however, that the Cutover Milestones for all GPS Entities must on an aggregate basis comply with the High Level CE Schedule and the GPS Cutover Milestone Table. On or before each of the dates set out in a Cutover Milestone Table in the column under the heading Milestone Date, subject to the satisfaction by the GPS Group the GPS Dependencies as identified in the CE Transition Plans, TELUS will successfully complete the corresponding Milestone described in the column under the heading Completed Cutover Milestone. For clarity, if TELUS elects (subject to section 2.11(b)) to implement CE Data Services pricing for a Circuit in the Baseline, notwithstanding that such Circuit has not been physically transitioned to the CE architecture, then such Circuit will be deemed transitioned for sole purpose of achieving Cutover Milestones. 10

11 2.10 GPS Dependencies (a) (b) (c) Each CE Transition Plan may contain certain dependencies that TELUS has on one or more GPS Entities in order to successfully complete on schedule the portion of the CE Transition covered by such CE Transition Plan. To the extent that such dependencies are expressly listed in a CE Transition Plan under the heading GPS Dependencies or in this Schedule with a corresponding completion date, then such dependencies shall be deemed to be GPS Dependencies and the completion date shall be deemed to be its GPS Dependency Target Date for the purposes of this Schedule. Any changes to timelines under a CE Transition Plan will be managed under the CE Plan Transition Change Process. The dependencies described in the table below are (non-binding) examples of the types of GPS Dependencies with respect to the CE Transition that will be set out in the CE Transition Plans. The specific GPS Dependencies, including identification of Milestones affected and completion dates, will be agreed by TELUS and the applicable GPS Entities as part of the development of CE Transition Plans. # GPS Dependency Milestones Affected 1. A Service Order for CE Data Services must be issued with respect to a Circuit in the Baseline that is being physically transitioned as part of the CE Transition All Cutover Milestones Completion Date Details to be developed in consultation with the GPS Group as part of development of the CE Transition Plans 2. Assign GPS CE Transition Manager of the Province and GPS CE Transition Managers for all other GPS Entities 3. Ensure completion of Site readiness (dedicated power, floor space, mounting racks, duct, conduit to the Demarcation Point, riser, secure room, distribution panel, environmental, etc.) 4. Provide access to site (inspection, installation, cutover) 5. Site Contact presence when TELUS is on a GPS Entity s site All Cutover Milestones All Circuit Cutovers Any activity requiring access to site Any activity requiring access to site TBD TBD TBD TBD 11

12 # GPS Dependency Milestones Affected 6. Access to required customer network information (logical & physical design information, IP addresses, etc.) and set up address for every non TELUS device at that site as required All Circuit Cutovers 7. Project resources available All Cutover Milestones 8. Conduct Circuit/Site Acceptance (testing & signoff) 9. Provide list/dates of parallel projects being implemented 10. Provide and swing the Service LAN cable between the TELUS CIU and the GPS Entity LAN equipment 11. Conduct Circuit integration testing with GPS Entity s, applications, processes. controls, interfaces and System of the GPS Entity and its service providers 12. Provide separate building entrances and building riser diversity with separate paths between the Site Demarcation and the Service Demarcation Point All Circuit Cutovers All Circuit Cutovers All Circuit Cutovers All Circuit Cutovers All sites with dual access Completion Date TBD TBD TBD TBD TBD TBD TBD (d) If a GPS Entity fails to complete any GPS Dependency on or prior to the applicable GPS Dependency Target Date, then the timing for performing any obligation of TELUS identified in this Schedule or the applicable CE Transition Plan, as the case may be, as one that is dependent on the GPS Dependency, together with any applicable Milestone Date if impacted, will be adjusted to the extent required in accordance with section 2.6 as result of such failure, provided, however, that TELUS: (i) (ii) (iii) notifies the GPS Entity in writing promptly of any such failure; will continue to use commercially reasonable efforts to meet the original deadline set out for such obligation; and if TELUS fails to notify the applicable GPS CE Transition Manager of such failure within ten (10) Business Days of first learning of it, TELUS 12

13 will be precluded from subsequently citing the GPS Entity s failure as a reason for TELUS own subsequent failure to perform Remedies (a) (b) Without limiting any GPS Entity s rights or remedies under this Agreement, TELUS will notify the GPS Group in writing immediately if it becomes aware that it will or that it is likely to fail to meet a Milestone Date as set out in the Cutover Milestone Table. The notice provided by TELUS will include the reasons for TELUS failure, the potential effect of the failure on the ability of TELUS to perform the CE Transition in accordance with the applicable CE Transition Plan, High Level CE Schedule any then existing Detailed CE Schedules, the steps that TELUS proposes to take in order to remedy the failure and mitigate the effect of the failure, and the anticipated date by which TELUS will successfully complete the Milestone and any other affected Milestones. If TELUS fails to successfully complete any Cutover Milestone on or prior to its Milestone Date, then: (i) with respect to any Circuits that are not transitioned as required to successfully complete such Milestone the following will apply: A. if the non-transitioned Circuit is a MCSA Layer 3 Service, effective as of such Milestone Date CE Data Services pricing will apply as if such Milestone was successfully completed (notwithstanding the Price Book), except in cases where the pricing for current Services is lower than the pricing for CE Data Services in which case the current Service pricing will remain until the Milestone is completed; and B. if the Circuit is for non-mcsa Layer 3 Services, TELUS will, at the applicable GPS Entity s request, provide an Interim Service Solution in accordance with sections 4.4(e), mutatis mutandis, and 4.4(f); and (ii) any GPS Entity may escalate such failure in accordance with section 2.4. The GPS Group s sole and exclusive remedies if TELUS fails to complete any Cutover Milestone on or prior to its Milestone Date are set forth in this section 2.11 or escalation through the Governance Process pursuant to section 2.5. (c) From and after the date that is 48 months after the Effective Date (the CE Transition Completion Date ), CE Data Services pricing will apply to any Circuits in the GPS CE Transition Plans for which Service Orders have then been issued that are located at Sites at which TELUS does not make CE Data Services available (i.e. remain outside TELUS CE footprint) as of the CE Transition Completion Date, other than any layer 2 data Circuits provided by TELUS or Circuits provided by an alternative service provider that are not transitioned to NBC WAN L3 VPN Services prior to the CE Transition Completion Date, as if such Circuits have been physically transitioned to the CE architecture. 13

14 2.12 Right to Suspend Performance (a) (b) (c) (d) Upon ten (10) Business Days prior written notice to TELUS, the GPS Group may, in its discretion, require TELUS to suspend its performance of all or any portion of the CE Transition Services that then remain unperformed. The GPS Entities will use commercially reasonable efforts to include in the notice an estimate of the number of days suspension it requires and to keep TELUS up to date regarding any changes to such estimate. Upon receipt of the notice referred to in section 2.12(a), TELUS will suspend its performance of the applicable CE Transition Services, commencing on the date for suspension specified in such notice, and will minimize all costs incurred by TELUS as a result of such suspension. Following receipt of the notice referred to in section 2.12(a), the parties will proceed in accordance with section 2.6 to determine any changes to terms and conditions of CE Transition, including extensions to the Milestone Dates for the CE Transition, are required solely and directly as result of the suspension. Upon the earlier of: (i) (ii) the expiration of the period of time during which the GPS Group has required TELUS to suspend performance; and the receipt by TELUS of notice from the GPS Entities terminating the suspension requirement. TELUS will take steps to resume the provision of the suspended CE Transition Services, and will resume the provision of the suspended CE Transition Services as soon as reasonably possible Regional Network Centre Circuits (a) Where a CE Transition Plan includes the physical transition or install of one or more CE Circuits and such Circuits are identified in such plan as allowing a GPS Entity to remove a TELUS WAN Circuit at a regional network centre (RNC) with such removal being part of the CE Transition Plan, and there is a delay relating to the transition to or install of such CE Circuits that is caused by TELUS, such that such TELUS WAN RNC Circuit has to remain in place for a period longer than as set out in the CE Transition Plan, then: (i) (ii) TELUS will waive the monthly recurring Fee of the such TELUS WAN RNC Circuit until the physical transition to or install of such CE Circuits is successfully completed, provided, however, that such TELUS WAN RNC Circuit is not required to remain in service for other purposes (e.g. to support Circuits provided by other service providers); and such TELUS WAN RNC Circuit will eventually be removed when the delay of transition or install of the CE Circuits has been completed. 14

15 2.14 CE Transition Costs Other than: (a) the payment of the applicable Fees expressly set forth in a CE Transition Plan, a Service Order or this Agreement; (b) costs of the GPS Entities associated with the satisfaction of a GPS Dependency or (c) amounts otherwise expressly approved in writing by a GPS Entity including GPS Entity approved project change requests, TELUS is responsible for all of the costs incurred by TELUS (or its Subcontractors) for completing the CE Transition (including all associated CE Transition Services), including all direct and indirect costs incurred by TELUS (or its Subcontractors) in connection with the implementation of the CE Transition Plans, and the overall management of the CE Transition Plans. The parties agree that no Termination Fees or Recoverable Costs will be payable by any GPS Entities in connection with the transition of Circuits as part of the CE Transition. 3. ACCEPTANCE TESTING 3.1 Acceptance Principles Set out below is a description of the process TELUS and the GPS Entities will use to complete Acceptance of Tested Deliverables and Cutover Milestones for the CE Transition: (a) Transition Acceptance will be performed according to the following three level Acceptance model: (i) (ii) (iii) Level 1: The first Acceptance level is the validation of the completion of the Tested Deliverables associated with the CE Transition. Level 2: The second Acceptance level is the validation of the completion of a Milestone including a Cutover Milestone. Level 3: The third Acceptance level is the validation of the completion of the CE Transition on both a per GPS Entity CE Transition Plan and overall basis. (b) Immediately below is a diagram of the CE Transition Acceptance model. (c) The GPS Entities and TELUS shall use the Deliverable Acceptance Form to document Acceptance of Tested Deliverables, the Milestone Acceptance Form to 15

16 document Acceptance of Cutover Milestones and the Transition Project Acceptance Form to document Acceptance of the entire CE Transition. (d) Additional Acceptance principles and processes may be set out in the GPS Entity CE Transition Plans. 3.2 Level 1: Tested Deliverables Acceptance The purpose of the Tested Deliverable Acceptance is to establish a timely agreement with one or more GPS Entities, as applicable, that a Tested Deliverable conforms to and performs in accordance with the applicable Acceptance Criteria, Services Descriptions, Specifications and Service Levels and to ensure that Tested Deliverables are Accepted in a timely manner. (a) (b) (c) (d) The CE Transition will have deliverables, including Tested Deliverables, that will need to be completed in order to successfully complete the CE Transition. Tested Deliverables will include the installation of Circuits and transition of Circuits for purposes of providing CE Data Services to a GPS Entity. Tested Deliverables and their associated Acceptance Criteria will be respectively logged and tracked by TELUS in a TELUS Deliverable and Acceptance Criteria Log (which is part of the TELUS Project Control Workbook for the CE Transition). The Acceptance Criteria for each Tested Deliverable will be jointly defined and agreed to by TELUS and the one or more GPS Entities that are to receive the Tested Deliverable (for purposes of this Schedule, the Applicable GPS Entities ) as part of the development of CE Transition Plan to which such Tested Deliverable relates. The parties confirm that the Acceptance Criteria will be objective measureable criteria. The Acceptance Criteria in the TELUS Deliverable and Acceptance Criteria Log will define what it means for a Tested Deliverable to be considered complete and correct and what activities, including Acceptance Testing, will be used to verify the foregoing and the quality of such Tested Deliverable. A TELUS Deliverable and Acceptance Criteria Log for a Transition Project will keep track of: (i) (ii) (iii) the list of CE Transition deliverables; the associated Acceptance Criteria that define a CE Transition Tested Deliverable as complete; and dates of scheduled completion of deliverables by TELUS and Acceptance Dates (if applicable) for the deliverables, as set out in the applicable CE Transition Plan. (e) The Tested Deliverable completion and Acceptance process is as follows: (i) Subject to section 3.2(e)(ii), TELUS will notify the Applicable GPS Entities when a Tested Deliverable has been completed from TELUS perspective and is ready for Acceptance Testing by the Applicable GPS Entities, and will provide: 16

17 A. all implementation, installation, training and other Services set out in the CE Transition Plan specific to Acceptance of such Tested Deliverable or otherwise reasonably required to enable the Applicable GPS Entities to conduct Acceptance Testing of the Tested Deliverable in accordance with this Schedule; and B. a Deliverable Acceptance Form to the Applicable GPS Entities on which the Applicable GPS Entities will indicate whether the Tested Deliverable has been Accepted or rejected by the Applicable GPS Entities as a result of Acceptance Testing. (ii) (iii) (iv) (v) Prior to notifying a GPS Entity that a Tested Deliverable is ready for Acceptance Testing, TELUS will complete internal testing of the Tested Deliverable that is sufficient to ensure that the Tested Deliverable: (A) conforms to and performs in accordance with the applicable Specifications, Services Descriptions and Service Levels; and (B) is ready for the Applicable GPS Entities to conduct Acceptance Tests. TELUS will, upon request of a GPS Entity, provide to such GPS Entity a test report describing the testing conducted by TELUS pursuant to this section. A Tested Deliverable that is a Circuit will be subject to Acceptance Testing by the GPS Entity to which the Circuit is provided. TELUS will log the actual completion date of the Tested Deliverable in the TELUS Deliverable and Acceptance Log for the CE Transition. Upon completion by TELUS of the obligations set out in sections 3.2(e)(i)A and 3.2(e)(ii), the GPS Entity will be entitled to conduct Acceptance Testing of the Tested Deliverable. Such Acceptance Testing may include, at the Applicable GPS Entities option (to the extent applicable): A. the operation of the Tested Deliverable in a live production environment (including the integration and operation of the Tested Deliverable in a live production environment with the systems and operations of the Applicable GPS Entities and other service providers of the Applicable GPS Entities); and B. the performance by TELUS of all Services relating to such Tested Deliverable to the extent required in order to determine whether the Tested Deliverable conforms to and performs in accordance with the applicable Acceptance Criteria, Services Descriptions, Specifications and Service Levels, and that TELUS is capable of providing the Tested Deliverable and related Services in accordance with this Agreement. (vi) If the Applicable GPS Entities determine that all or any part of any Tested Deliverable fails to pass Acceptance Testing, the Applicable GPS Entities will complete the Deliverable Acceptance Form to indicate that the Applicable GPS Entities are rejecting the Tested Deliverable and the 17

18 reasons for the failure of the Tested Deliverable to pass Acceptance Testing (with reference to the specific Acceptance Criteria that was not satisfied) and will deliver the completed Deliverable Acceptance Form to TELUS. (vii) (viii) (ix) (x) (xi) Upon receipt of a Deliverable Acceptance Form indicating rejection of a Tested Deliverable, TELUS will immediately begin to make the necessary corrections and will engage in all activities required to make the Tested Deliverable conform to and perform in accordance with the applicable Acceptance Criteria, Services Descriptions, Specifications and Service Levels as soon as possible and, in any event, no later than ten (10) Business Days (or such longer period as TELUS and the Applicable GPS Entities may mutually agree in writing, acting reasonably) following receipt by TELUS of the Deliverable Acceptance Form. Upon the completion by TELUS of the activities described in the preceding sentence and receipt by the Applicable GPS Entities of a new Deliverable Acceptance Form, the Applicable GPS Entities will be entitled to resume Acceptance Testing in accordance with section 3.2(e)(v) above. The provisions of section 3.2(e) will apply to any such additional Acceptance Testing. Acceptance of a Tested Deliverable (if any) will occur only upon the delivery by the Applicable GPS Entities to TELUS of a Deliverable Acceptance Form indicating acceptance of the Tested Deliverable. For greater certainty, the use by a GPS Entity of all or any part of any Tested Deliverable in a live production environment will not constitute Acceptance and a GPS Entity may so use all or any part thereof without waiving or otherwise affecting any rights that it has hereunder. The Applicable GPS Entities will deliver a signed Deliverable Acceptance Form to TELUS in respect of a Tested Deliverable no later than ten (10) Business Days after receipt of such form from TELUS, or such longer period as TELUS and the Applicable GPS Entities may mutually agree in writing or other period as set out in the CE Transition Plan for such Tested Deliverable, if the Applicable GPS Entities determine, in their discretion, that the Tested Deliverable conforms to and performs in accordance with the applicable Acceptance Criteria, Service Descriptions, Specifications and Service Levels. Upon receipt by TELUS of a Deliverable Acceptance Form for a Tested Deliverable, TELUS will complete the document by signing-off the document and indicating if the Tested Deliverable is Accepted or, rejected. TELUS will log the actual date upon which a Tested Deliverable is Accepted in the TELUS Deliverable and Acceptance Log for the CE Transition. (f) The parties agree that: (i) a subset of total Tested Deliverables may be presented for Acceptance sign-off in lieu of one by one Tested Deliverable submission; 18

19 (ii) (iii) (iv) (v) not every deliverable has Acceptance Criteria associated with it; only Tested Deliverables, and no other deliverables, require Acceptance Testing and Acceptance; subject to the terms and conditions of section 2.10, the CE Transition Plan Change Process will be used if a completion date or an Acceptance Date for a Tested Deliverable has to be revised; and Disputes between the parties with respect to the completion or Acceptance of a deliverable will be managed in accordance with section Level 2: Milestones Acceptance The purpose of the Milestones Acceptance is to establish a timely agreement with a GPS Entity that a Milestone, (including a Cutover Milestone) has been successfully completed, including the completion of all related Tested Deliverables and GPS Dependencies. (a) (b) Milestones and their contributing Tested Deliverables and GPS Dependencies will be logged and tracked by TELUS in a TELUS Milestones Log for the CE Transition (which is part of the TELUS Project Control Workbook for the CE Transition). The association of Tested Deliverables and GPS Dependencies to the Milestones will be agreed to by the applicable parties as part of the development of the CE Transition Plans. The TELUS Milestone Log for the CE Transition will keep track of: (i) (ii) (iii) the list of Milestones for the CE Transition; their associated deliverables and GPS Dependencies that need to be completed for a Milestone to be successfully completed, and the Milestone Date for each Milestone. (c) The Milestone completion and Acceptance process is described below: (i) (ii) (iii) Prior to the Milestone Date TELUS and the applicable GPS Entity will review the completion progress of the related deliverables under the process indicated in section 3.2, above. If TELUS expects not to complete a Milestone s contributing deliverables on time, TELUS will notify the applicable GPS Entity s GPS CE Transition Manager of the probable missed Milestone. Upon completion of all of the associated contributing deliverables of a Milestone, the TELUS CE Project Executive will submit to the applicable GPS Entity a Milestone Acceptance Form to formalize the completion of the Milestone by the GPS Entity. The actual completion date of the Milestone will be logged in the TELUS Milestone Log for the CE Transition. 19

20 (iv) (v) (vi) (vii) (viii) (ix) (x) Upon receipt by the applicable GPS Entity of a Milestone Acceptance Form with respect to a Milestone pursuant to section 3.3(c)(ii), the GPS Entity will proceed with the Acceptance Testing (verification) of the completion of the Milestone by reviewing if the associated contributing Tested Deliverables have been completed and Accepted in accordance with section 3.2. Acceptance of a Milestone will occur only upon the delivery by the applicable GPS Entity to TELUS of a Milestone Acceptance Form indicating acceptance of the Milestone. If the GPS Entity determines that a Milestone has not been completed, the GPS Entity will complete the Milestone Acceptance Form to indicate that the GPS Entity is rejecting TELUS determination that the Milestone has been completed and the reasons for such rejection (with reference to the specific Acceptance Criteria that was not satisfied) and will deliver the completed Milestone Acceptance Form to TELUS. Upon receipt of a Milestone Acceptance Form indicating rejection of a Milestone, TELUS will immediately undertake all necessary activities to complete the Milestone including any required activities under section 3.2 with respect to the associated Tested Deliverables. Upon the completion by TELUS of the activities described in the preceding sentence and receipt by the GPS Entity of a new Milestone Acceptance Form, the GPS Entity will be entitled to resume Acceptance Testing in accordance with section 3.3(c)(iv) above. The provisions of section 3.3(c) will apply to any such additional Acceptance Testing. The GPS Entity will deliver a signed Milestone Acceptance Form to TELUS no later than ten (10) Business Days after receipt from TELUS of such form, or such longer period as TELUS and the GPS Entity may mutually agree or other period as set out in the applicable GPS Entity CE Transition Plan, in respect of a Milestone if the GPS Entity determines all of the associated contributing Tested Deliverables have been completed and Accepted in accordance with section 3.2. Upon receipt by TELUS of a Milestone Acceptance Form for a Milestone, TELUS will complete the document by signing-off the document and indicating if the Milestone is Accepted or rejected. TELUS will log the actual Acceptance date of a Milestone in the TELUS Milestone Log for the CE Transition. (d) The parties agree that: (i) (ii) subject to the terms and conditions of section 2.10, the CE Transition Plan Change Process will be used if a Milestone Date has to be revised; Disputes between the parties on the completion of a Milestone will be managed in accordance with section 2.5; and 20

21 (iii) the applicable remedies specified in section 2.11 will apply if TELUS fails to successfully complete a Milestone by its Milestone Date. 3.4 Level 3: CE Transition Acceptance The purpose of the CE Transition Acceptance is to establish mutual agreement that the CE Transition is successfully complete, on a per GPS Entity CE Transition Plan and overall basis, including the verification that all Tested Deliverables have been successfully completed and Milestones met. This is a key input to gaining CE Transition closure. (a) (b) Acceptance of CE Transition formally closes the CE Transition and represents both the legal and administrative closure of the CE Transition to ensure that all parties involved in the CE Transition are in agreement that completion has been achieved. This constitutes an agreement between the parties that the CE Transition is successfully complete. The CE Transition will be deemed Accepted once the following conditions have been achieved: (i) (ii) (iii) (iv) (v) (vi) all Acceptance Criteria for Tested Deliverables of the CE Transition have been met; all required sign-off on Tested Deliverables and Milestones of the CE Transition have been received; all required sign-off on the change requests with respect to the CE Transition have been received; all material outstanding issues with respect to the CE Transition have been addressed; a CE Transition satisfaction survey has been received from each of the GPS Entities; and TELUS has prepared and delivered to the GPS Entities a CE Transition closure report and a lessons learned session has been completed by TELUS and the GPS Entities. (c) Once all the elements set out in section 3.4(b) above are validated by the GPS Entities through appropriate Acceptance Testing, each of the GPS Entities will provide final Acceptance of the completion of the CE Transition by signing off a Transition Project Acceptance Form confirming that the portion of the CE Transition covered by its GPS Entity CE Transition Plan is complete no later than 10 Business Days after receipt of the Transition Project Acceptance Form, or such longer period as TELUS and the GPS Entities may mutually agree in writing. This signoff by all of the GPS Entities marks the formal closure of the CE Transition. 21