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All You Ever Wanted to Know Concerning System Acquisition.

Telecommunications management is really a brand-new business discipline. Until the mid-1970s, it used to consist mostly of grunt work, such as checking toll bills, verifying telco work orders and doing the "gotcha" work on the station message detail recorder (SMDR).

For many years, the day-to-day responsibility for telecommunications was the poor stepchild of either Data Processing (because leased lines were involved) or Operations (because it was deemed a "utility," like electric power, the sewer bill or window squeegees gor the janitors). "Policy" decisions were left up to, usually, the vice president of finance or operations. These decisions consisted mostly of rubber-stamping proposals from the local telco; for after all, there simply was no other choice.

With the advent of the bewildering plethora of goods and services over the last few years, most companies have come to recognize the necessity of acquiring some degree of in-house expertise in telecommunications. However, many of them do not yet know how much clout to give their telecommunications people, what kind of a budget they need, or where to put them in the corporate chain of command.

Because many in the ranks of top management have never had anything but a nodding acquaintance with telecommunications--even though they have had responsibility for it--they have come to view telecommunications as an alien and arcane black art. After all, it has more buzz words than data processing.

There's a vacuum in the upper management of many companies hwere the subject of telecommunications is concerned. A vacuum of expertise, understanding, analytical skills and, above all, management skills. And nature abhors a vacuum. Somebody will eventually fill it. Unless you move in to fill it, one of the old, familiar players will. If that happens, telecommunications will revert to its poor stepchild status--gobbled up by one of the existing empires--and an excellent opportunity for both you and your company will be lost.

Throughout this article, I'll be pointing out some of the techniques we have seen others use (and have used ourselves) to propel telecommunications to center stage and allow it to become an empire in its own right.

Let's begin with pointers on dealing with the vendors. Recognize that there are two cutthroat, dog-eat-dog businesses in the USA today: automobiles and telecommunications. Both are characterized by an abundance of vendors chasing a dearth of customers. Although the gross sales each year in our industry are staggering, the rate of return is oftentimes quite meager. The sales department of today's vendor is a pressure cooker, and the pressure is on to sell, sell, sell.

There are three things a sales representative does not like to see, as they are viewed as impediments to the sale and a threat to income. These are: a competitor, an in-house telecommunications manager, or a consultant.

When a vendor feels that it is in control of the sales cycle (Read: being in a non-competitive, sole-source, selling situation), the representative is usually comfortable working the "positive sell," that is, confining the pitch to all the wonderful things the system can do.

When a competitor comes on the scene, many representatives resort immediately to the "negative sell." This is characterized chiefly by smearing the competitor and its product. This may be unpleasant to listen to, but it doesn't hurt you.

However, if it's a telecommunications manager that seems to be getting in the way of a signature on the dotted line, that manager can quickly end up on the hot seat. The vendor may attack you by presenting ad hominem and other egregious arguments to your upper management in an effort to impeach your credibility and professionalism. The managers who find themselves on the receiving end of this treatment are not the old war-horses who've been in their jobs for 20 years, but the relative newcomers who were given the jobs because, well, there simply weren't any other people around who would take them.

Concerns on Controlling Vendors

The three major areas of concern many of our clients have had in controlling vendors are:

Vendors making multiple contacts--Vendors like to keep stirring the soup, looking for an ally within your company. I'll give you some suggestions for controlling them.

Undermining the proper authority--That authority is, of course, you. If a vendor gets the idea that you are not on its bandwagon, it may feel its best choice is to blow you out of the water. I'll offer some ideas to help you prevent this.

Attempts to overturn your decisions and recommendations--Once you have decided on Brand X, the vendor of Brand Y can (with some justification) rightfully feel that it has nothing to lose by making an attempt to overturn your decision. If it can't get you to change your mind, then it may try to get your bosses to change it for you.

The Big Three accusations, when it comes to getting a telecommunications manager's decision overturned, are: "Your RFP was inexpertly prepared," "Your evaluation of our proposal was not thorough," and "Your evaluation of our proposal was not objective." I'll give you some ammunition to use against these charges and others like them. Again, throughouts this article, I'll be pointing out some techniques we have used to keep us in control of the sales cycle.

Here then are the various steps we go through in acquiring a new system for a client.

STEP 1: Determing if a New System Is Justified--To build your power base and credibility within your own company, and to keep the vendors out of your hair as much as possible, we believe it's a good idea to do most of your internal spade work up front. There's the opposing school of thought that says you need not get into a lot of detail work until after you've jumped into the request-for-proposal process with both feet. True, ours is a more-cautious approach, but it has saved our bacon from time to time.

There are three reasons why your company should get a new telecommunications system: (1) You want one; (2) You need one; and (3) You can afford one. Here's how we go about finding our:

Reasons to Get a New System

* List the Most-Common Complaints: These are the ones made by fellow employees. Are the complaints justified? Some may be due to ignorance of how the present system works; you may not need a new system so much as you need a training program.

* Run Traffic Studies: Do so on all common carrier services. Look for abnormal usage patterns. Test all lines that appear to be markedly under-utilized. See if there's any correlation with employee complaints. Ask the reps from your carriers in to discuss the results and seek their advice.

* Develop a Questionnaire: Circulate it among management and other key employees. Among the questions you will want to ask are these: What three things do you like most about our present system? What three things do you like least about our present system? If we were to get a new system, what three things would you like to have it do for you and your department?

* Meld the Results: Put this into a budgetary RFQ (request for quotation) and send it to every vendor in your area. Good sources for mailing lists are your fellow user-association members and local consultants.

Part of your job will be the objective evaluation of all vendors, including those who may not be on your "favorites" list. Should you leave some off the mailing list, they could turn around and go to your management with the accusation that you're prejudiced against them, and thusly undermine your credibility. The RFQ should be addressed to the sales manager of each firm.

The RFQ should do these five things: Give the approximate size of the system--CO and DID trunks, WATS, OCC lines, single and multi-line station lines, station sets and consoles. Ask for the information you want about the vendor--years in business, size of the customer base, bank references, customer list. Ask for pricing information--upgrades to present system, cost of new replacement system, lease options, warranty provisions, shipping and installation, options on maintenance contract. Give your desired cutover date. Ask for equipment-room requirements.

* Control the Vendors: An RFQ hitting the streets is like waving a red flag in front of a bull. Once the vendors smell a sale coming, they will lay siege to you and your company. Here are some things you can do to stay in charge of the sales cycle:

Ways to Stay in Charge

1) In its response to your RFQ, have the vendor include the name and title of the representative assigned to handle all aspects of your account from then on. If the vendor's sales manager or president should later come-a-calling on your management, you can politely ask why they are circumventing their own rep.

2) Give the vendors no more than one week to get their reply to your RFQ back to your office. They'll be too busy working up the RFQ to figure out a strategy for going around you.

3) Send copies of your RFQ to your boss and anyone else who has expressed an interest in the project. Those will be the same people who would most likely give audience to vendors when they attempt to go around you.

4) Every vendor in town will want to make a sales call on you. Here are some gamesmanship tactics to use when you hold meetings with the vendors that will help keep you in the driver's seat:

Don't let vendors just "drop by." Have them set up an appointment. Ask how many people you should expect.

When you meet with vendors, wear a "power suit."

Don't have your boss in the meeting with you or the vendor will be talking to the boss, and not to you.

Have your office ready for the meeting. It puts you off the mark when you have to scurry about looking for extra chairs and the like. If more people are brought along than the sales rep originally indicated, let the surplus stand along the wall if you don't have enough chairs handy.

If a whole platoon shows up for your meeting, ask who is the one speaking for the vendor company and then address all your questions to that person.

Sit behind your desk or at the head of the table and lean back in your chair, except to take notes on something the vendor said.

Glance at your watch once during the meeting.

Ask lots of questions.

Take lots of notes. And don't be afraid to ask the speakers to pause and/or repeat themselves so that you can finish writing.

When you've heard enough, end the meeting.

Always leave the vendor with the impression that you're favorably disposed to its product, service and company.

* Analyze the Results of the RFQ: People in your company have already expressed a want for a new system. Now the job is to see if the company needs and can afford a new one.

You'll need to do a cash-flow analysis on each of the proposals, as well as on the present system. Go see your comptroller or vice president of finance and ask for advice on what interest rates and discount factors you should use. This will ensure that no one in management will try (at least successfully) to sharpshoot your spreadsheet. It will also give your project visibility among the powers that be.

While the RFQ is basically a financial exercise, the report you prepare for your management must be written for readers who know nothing about either finance or telecommunications. Avoid buzz words if at all possible, but when you have to use them, explain them; for example, " . . . when placing a call via Direct Distance Dialing (DDD), that is, dialing '1' followed by the area code . . . "

The report should be in outline form, and if it runs more than five or six pages, include an index of the contents. The first section of the report should be an executive summary. This summary should be confined to one page, if at all possible. It should include a statement of why you sent out the RFQ in the first place, a paragraph or two on the vendors and systems, the financial bottom line and your recommendations for further action, including a time line that shows the amount to work that you will have to do.

STEP 2: Doing a Thorough Needs Analysis--Assuming that the results of the RFQ say "go," the goal of this task is to create a generic system description of your system that will form the heart of a formal request for proposal (RFP). You will have already done a lot of this work in order to prepare the RFQ. However, you will need to dot all of the i's and cross all of the t's, as well as gather additional information. Some of the key areas for study are:

* Toll: With the bewildering plethora of rules and regulations applying to LATAs, POPs, and the like you must determine what kind of routing your new switch must accommodate.

* Data: How much? When? What protocols? What applications?

* Teleconference: Audio or video; or both? Will you need a studio? If so, how big? Who will build it?

* Message Center: Determine the best way to handle input, notifying the called party, and archiving.

* Equipment Room Availability: Look for such things as electric power availability, HVAC access, riser cable runs, IDF locations and security. If space in your company is at a premium, be sure to state what amount of room is available for the new system. Some vendors may not be able to give you a proposal if it's too small.

* Legal Requirements: Get your firm's legal counsel and purchasing departments involved. They will help you write suitable protections for your company into the RFP. This will let you avoid some really horrid hassles with the vendor when it comes time to negotiate the contract.

Clauses to Include in RFP

Here are some of the legal clauses we have used in recent RFPs:

1) The contents of your proposal will become part of the purchase or lease contract; your response will be legally binding.

2) "Integration" clauses are totally unacceptable.

3) You will be required to post a performance bond of an amount sufficient to cover the removal of your system and the installation of one of the others proposed in response to this RFP.

4) Financial penalties will be levied for failure to meet scheduled due dates, except for circumstances that are beyond your direct control.

5) Financial penalties will be levied if your system fails to pass the formal acceptance test, which can be found in Exhibit A.

6) Your price quotation must be comprehensive. It must include all costs incidental to the successful procurement, installation and operation of the proposed system. You shall determine, from careful examination, the methods, materials, labor and equipment to perform the work in full, and you must reflect the same in your proposal and price quotation. Any costs not stated in your proposal will be borne by you, unless specifically agreed to in writing by the client. Your proposal must include any applicable local, state or federal taxes. It is your responsibility to determine the applicability of any such tax(es), and whether specifically identified or not, your proposal will be deemed to include all such taxes.

7) You must assume all risk of loss or damage to the equipment and work performed and all liabilities for death, personal injury or property damage arising our of work performed between the signing of the contract or agreement and prior to the successful completion of the acceptance test, unless such loss is brought about by circumstances that are beyond your control.

8) All equipment that you supply to our client shall be new and unused, and there will be no substitutions of material specified without the prior written consent of our client.

9) The common control equipment must be delivered to our client's premises, powered up and run on a factory-supplied test program for a period of 30 days prior to the scheduled cutover.

10) You will be responsible for the performance of any subcontractors that you use.

11) Our client will be fully involved in the construction of the system's data base. When completed, you must present a copy of the data base to us for review, correction and final approval. After the factory has finished encoding the data base, you must present a copy of the factory-prepared data base to us for review. In the event that the factory's work is at variance with the original work-up, you must correct the factory's work at your own (or the factory's) expense. Should this cause a delay in meeting scheduled due dates, applicable financial penalties will be invoked.

12) All workmanship and materials, including software, will be covered by a comprehensive, 100-percent warranty, for a period of one year from the date of successful completion of the acceptance test.

13) You will be responsible for placing all necessary telco orders in a timely manner, and seeing to it that they are completed on schedule.

14) Public announcements or news releases pertaining to our client's intent to enter into contract or agreement will not be made without prior permission of our client.

15) You will not be responsible for the performance of persons, goods and services that are not involved in the procurement, installation, operation and maintenance of the system set forth in your proposal. Not withstanding the foregoing, you are responsible to ensure that any and all equipment installed pursuant to your proposal is compatible, for our client's intended use, with any existing equipment that will be retained and used in conjunction with the equipment installed pursuant to your proposal.

STEP 3: Creating the RFP Document--The goal of an RFP is to allow an objective comparison, feature-by-feature, service-by-service, dollar-for-dollar, of all of the systems that are available. The format you select for your RFP should be based on two criteria:

Criteria for Selecting Documentation Format

* Comprehensive Information: The RFP must include enough explanatory information on your requirements so that the vendors don't have to keep calling you every other day with a question. Because if they do, rest assured that at least one of them will attempt to go around you to your management by making a case that your RFP is so inexpert that you just can't possibly know what you're doing.

* Making It Easy for You to Analyze: As an example: We divide our RFPs into two phases, each phase consisting of two documents--the first contains our questions and the other is a response form for the vendor's answers.

Phase I is divided into four sections. Section 1 deals with the legal and procedural requirements for the project. Section 2 gives a generic description of the way we want the new system to work, plus the hardware and software specifications. Remember when writing this section that what you will be buying is performance, not hardware! Section 3 asks questions about how the proposed system performs functions that are important to our client. Section 4 asks questions about the vendor and its ability to perform certain critical functions to our client's satisfaction.

Phase II asks for the prices. We release Phase II only after completing our analysis of Phase I. (Note: This can be an especially useful way of avoiding the old "You only bought on price!" accusation.) Design the Phase II questionnaire with the help of your company's finance people. We have found that every client has some peculiar financial considerations, and these must be built into the questionnaire. For example, they'll know whether or not they want to expense the system's software or treat it as a capital-goods acquisition. If the former, you'll need to include a line item for software, and not just have it lumped in with the general hardware costs.

Tips for Handling the Vendors

* Handling the Vendors: Vendors hate RFPs. Sometimes with very good reason--some RFPs are imprecise, poorly written, vague about what is expected of the vendor, and allow too little time to do a good job on the proposal. Most times, though, it has to do with their not being in charge of the sales cycle. Here are some things you can do to make sure you stay in charge:

1) Include a specific clause in Section 1 of your RFP that goes something like this: "Any attempt to contact any employee of this firm without the express, prior consent of this office will be deemed an attempt to exert undue influence on our decision-making process and will result in the immediate and summary rejection of your entire proposal." To make this stick, you need to have the support and backing of your immediate superiors, so be sure to run this by them before putting it in the RFP.

2) When vendors call with questions about something in your RFP (and they will), tell them to save the questions until the bidder's conference and that your answers will be sent to all vendors in writing.

3) If a vendor asks for more time to submit its proposal, and can give you a plausible reason for making the request, do so. Be sure to send a letter to the other vendors telling them of the change.

4) Vendors always want to take control away from you. One tactic that has been used is for a vendor to call and tell you that theres' some humongous flaw in your RFP that it "just can't live with," and that unless you modify your RFP to its liking, it may turn up its nose at you and "no-bid" your project. The implication is that you are jeopardizing your company's privilege of having this vendor condescend to submit a proposal.

Should this happen, it usually is an exercise in the fine art of intimidation and not a real deal-killer. Tell them to send you a letter listing the specifics of their grievance and that, after you review the matter with your upper management, you will get back to them. This should take care of the whole matter.

If you find the vendor's objection to be without merit but it persists in waiving the red herring, by all means, tell them to go ahead and "no-bid" the project. Remember, it's your system and you have the right to buy only what you want. The customer is always right.

5) If you start having a problem with an obstreperous vendor, alert your management immediately. Tell them what has been going on and let them know that they may start getting calls from the vendor complaining about your "inexpert" RFP. Nip this in the bud by offering to call the vendor and set up a meeting (of course, you'll be the chairman) to discuss its specific problem.

STEP 4: Evaluating the Proposals--

* What to Analyze: This is a process that can be very time-consuming and complicated. You basically have three things to evaluate: the system, the vendor and the cost.

Things to Be Evaluated

The System--How do you analyze/grade/score the proposals? Here's how we do it:

1) Begin at the beginning. As you are preparing the RFP, give consideration to the different categories you'll have. Each of these categories will have a value of importance to you, and you'll want to assign numerical values to each section. What you're looking for here is the weight that each section has in relation to other sections.

2) After you've broken out the different sections or categories that are important to you, look at the individual items in each category. Some items will be more important than others, depending on your special requirements. Get a rough idea of the range of values you plan to assign for each of these items.

Some items will be pass/fail--that is, if the vendor has it, it's still in the running; if it doesn't, it's disqualified on this one point.

Determine the number spread if the item is not a pass/fail. There'll be some items that you want to know, but it's no great shakes if not included. The minimum/maximum you will assign might be 1 to 4. Other items are going to be very important to you. These might have a spread of 1 to 10 or even 1 to 100.

3) Prepare your RFP with an answer sheet with which all the vendor need do is "fill in the blanks." Make sure the vendor uses this answer sheet by including a stipulation that says, "Failure to use the enclosed response form will result in the disqualification of your proposal." What you're striving for is an apples-to-apples comparisons.

4) When the responses all come in, the grading begins. This is a good opportunity to put your microcomputer through its paces. The end result you are looking for is the average that each vendor has scored for each of your main categories.

We use a combination of spreadsheet and a data-base manager to get the results we look for. Your method will undoubtedly differ from ours due to the many different computers and software packages available. As a way of demonstration, this is the process we go through:

Create a spreadsheet for each major category that has all the vendors across the top (columns) and the detail items to be scored as the rows. (We've found that a spreadsheet is the quickest way to do the data entry for this kind of application.)

Write each spreadsheet ot an ASCII data file to disk.

Design a data-base file with the same format as the ASCII data files from the spreadsheet.

Merge all the data files together into one data base.

Print out the data base in the desired sequence, with control breaks at each new section and an average for each.

Enter the total lines from each section onto another spreadsheet to get the overall average for each vendor for the entire system.

This sounds like a lot of work. It is. But it's also one of the best ways to protect yourself against accusations by the losers that you were not thorough or objective. The issues of thoroughness and objectivity are, of course, two of the Big Three in getting telecommunications managers' decisions overturned.

The Vendor--In addition to what the vendors have to say about themselves in their proposals, there are other sources of information you'll want to check: fellow user-association members, local consultants and the vendors' customer lists.

Vendors are loath to list unsatisfied customers, so the ones they do list will probably give out a satisfactory rating. Also, the person who's given as the contact is probably the same one who made the decision to buy the system,a nd is not going to be too willing to tell anyone that his or her decision was a bad one. You may get a more-honest opinion if you talk to the console attendant, the sales manager and other people you feel may be familiar with telecommunications.

Before making your calls, draw up a list of questions and review them with key people in your own firm. Make these calls in person, rather than on the telephone; you'll find looser tongues.

The Costs--This is an area where many fools have rushed in where angels do indeed fear to tread. Don't try to do this one by yourself. Get the help and guidance of your company's comptroller, vice president of finance or accountant before doing any cash flows. If you've kept these people updated throughout the RFP process, you will have a powerful internal ally who'll be willing to go to bat for you should anyone inside or outside your company challenge your evaluation.

* Writing Your Report and Recommendation: This will be the end product of all of the work that you've done. Here are some suggestions for making it a good one:

Suggestions on Writing Report to Management

Use a word processor or a microcomputer with a good word-processing program (we use WordStar). The software should include spelling and syntax checkers. The printer should be of letter quality, not a dot-matrix type.

Find out if there's any preferred format within the company for internal reports. One of the executive secretaries would be a good source.

Find out who should--and who wants to--get a copy of your report. If this list is under a dozen, you can run original copies for each person with the word processor. They'll like it better than getting a photocopy.

Call a meeting to formally present your report and recommendations.

The report should be structured along these lines:

Executive Overview: As discussed in the section ont he budgetary RFQ, this is a brief, non-technical summary of the project designed for those who want a general idea of what has gone on, but who don't want to get into the subject too deeply.

The Current Situation: Describe the specific areas where the present system is not performing adequately. Describe the optimum solution for each.

Review of your RFP Process: Keep this brief, but include all the names and dates that may be of interest. You may want to put the names of the responding vendors here.

Your Analysis of the Proposals: Give your analysis of how well the various proposals can fill each of the needs outlined in The Current Situation. Include a summary of the checks you have made on the vendors' references and customer lists. Conclude with your findings on the costs for each proposal.

Remember, the people in your audience may not be technical types, so write this section in a narrative style. Avoid jargon and buzz words if at all possible, and use numbers sparingly. Diagrams, flow charts and the like, however, are usually appreciated.

Recommendations May Be Clear

Recommendations: Sometimes, a clear winner will have emerged, and you'll have no trouble making a specific recommendation. But sometimes not. In these cases, rather than make a recommendation to go with a particular system, you may wish to identify the top three and recommend making the final selection after your company has received formal sales presentations from all three.

In cases where we have had no clear-cut winner, having formal sales presentations from all of the finalists offers several advantages:

It prevents the attendees from getting in wrangles over conflicting special interests and nitpicking.

Not everyone in the meeting will be able to attend all of the sales presentations. Those who don't will be less likely to get involved in the final selection. Not having seen all of the presentations, and therefore not being able to make any kind of valid, objective comparison, they'll tend to stay out of it. However, they will be grateful to you for asking them.

It demonstrates to the "losers" that you have gone out of your way to be objective.

By having other people in on the deal, your decision becomes their decision as well. They will be all the more likely to support you when the losers start crying to your chairman of the board.

STEP 5: Awarding the Bid--

* Notifying the Winner: Give the vendor a LEtter of Intent. It can use the letter to pry money out of its banker, and get the ball rolling.

* Notifying the Losers: Unless you represent a public agency, you are under no legal obligation to tell them anything. However, you may need to do business with some of them in the future, so it will pay to mollify them.

If our client permits, we send out a form letter that states why we bought what we did (but avoids discussing why we did not buy the others). If you send out such a letter, make sure it does not reveal any proprietary information from the winner's proposal or disclose any prices. A "Dear John" letter such as this can discourage many vendors from attempting a last-ditch end run around you.

* Overturning Your Decision: Sales reps are a determined lot. Rest assured that somebody is going to come running in to see your management. Some of the old tried-and-true wheezes go like this:

"We just got a new price list from the factory! We can knock 20 percent off of our previous quote."

"You don't really need all that memory we quoted."

"Your telecommunications manager doesn't appreciate the value of your money. We can show you why our system, with 2500 and 1A2 sets, is a better investment for you than Brand X with all that electronic stuff."

"Our team of engineers reviewed your RFP's requirement for an ACD and, quite frankly, we don't see how your telecommunications manager can justify such an expense, given the nature of your business. If you'll let us do a little research in your mail-order department, I'm sure that we can come up with a much better and less-expensive alternative to what you've been led to believe you need." Complaints Can Get Personal

"We heard that the sales rep from Brand X has been squiring your telecommunications manager around to some very nice restaurants. Because we've not had the opportunity to do a lot of entertaining on your account, we wonder if our proposal received a fair analysis."

"Your telecommunications manager has been in that job for only the past six months. Our staff of engineers has over 3,500,000 years worth of experience among them. And they tell me that they've never seen such stringent requirements--most of which are totally unnecessary for a firm in your position. We have a public trust to maintain, and our conscience would bother us unless we asked you if you'd let our experts analyze your needs."

"We showed our national customer list to your telecommunications manager, but apparently he feels that he knows more about this business than IBM, GE and Uncle Sam."

Don't let those bother you. They're just trying to get the boss to let the fox into the hen coop. If you've done the job with an eye towards professionalism, if you've built up your allies within the company, if you've demonstrated your objectivity, if you've documented your work, your decisions should prevail!

Negotiations Are the Final Step

STEP 6: Contract Negotiations--How well this is done will determine, to large extent, how happy you'll be with the new system and the vendor. The cardinal rule to remember when negotiating a contract is that you'll be living with this system and this vendor for a long time to come, so make sure that--like the old saying goes--everybody wins.

For many companies, negotiating a contract has been a very sour experience: They wanted Wonderwidgits in the contract. They knew all along that they wanted them in the contract. Only trouble was, they never called for Wonderwidgits in their RFP. And so the contract takes seven months to negotiate, and in the end, nobody is truly happy.

But you, you did a good job on your RFP; you called for Wonderwidgits. Right? So there won't be too much that you'll have to negotiate. About all we can do here is to give you some cautions:

* The "Standard Contract": Then vendor will give you something called its "standard contract" to sign. It's usually one or two pages long and stuck in the proposal near the back. Sometimes, it'll have gilt edges and flowery script, like a stock certificate. Never, never, never, sign one of these things! They're written by the vendor's lawyer in the philosophy that, "What's yours is mine, and what's mine is mine." Have yur lawyer look it over.

* Use of lawyers: Lawyers are, by nature, deal-killers. The people who wnat to buy and those who want to sell should stay in charge of the negotiations and confine lawyers to a supportive role.

* Project Team: This should be in your contract. The team should consist of people from the vendor's installation, service and sales departments; the local telco; AT&T Communications and your OCCs; general and electrical contractors (if construction is involved); and yourself. The project team should meet frequently. Each member should report on the progress for which he or she is responsible. This will give you the opportunity to practice "anticipatory management."

* Have the Vendor Develop a Pert Chart: Define what must be done, by when and by whom. This chart should also outline contingency and backup plans, should anything go wrong.

* Escalation Procedures: In case something goes haywire, you may have to call somebody's boss to get it set right. You should have it in writing exactly who these people are and what circumstances justify your calling them.

* Acceptance-Test Procedures: This is a list of things that the system must do before you will accept the system and make the final payment. Be very, very specific here. Vendors don't like to do much more than deliver the switch and make the cut before asking for final payment. They have a right to know exactly what you expect them and their system to do, just as you have the right to get what you're paying for.

You're now ready to take delivery of your new telecommunications system and embark on two whole-new aspects of your job, that of managing the new creature on a daily, on-going basis and building your empire.

Eventually, as your company grows and technology progresses, you'll have to go through this all over again. Next time, though, it'll be a lot easier. Good luc.
COPYRIGHT 1985 Nelson Publishing
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1985 Gale, Cengage Learning. All rights reserved.

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Author:LaBell, T.
Publication:Communications News
Date:Apr 1, 1985
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Unclear fusion: there's an increasing body of anecdotal evidence to suggest that most takeovers fail to deliver their promised benefits, It's time...

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