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HomeMy WebLinkAboutCity of Tamarac Resolution R-2009-164Temp. Reso.11731 September 18, 2009 Page 1 of 4 RESOLUTION NO. R2009- /jj A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA APPROVING THE PURCHASE OF STANDARD PRIMARY RATE INTERFACE (PRI) SERVICES, CENTREX SERVICES, AND LOCAL & LONG DISTANCE SERVICES FOR USE BY ALL CITY OF TAMARAC DEPARTMENTS, AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A THREE (3) YEAR AGREEMENT WITH ONE (1) ADDITIONAL THREE (3) YEAR RENEWAL AND EXECUTION OF AN AGREEMENT WITH AT&T CORPORATION FOR A TOTAL NOT TO EXCEED $50,000 ANNUALLY, APPROVING FUNDING FROM THE APPROPRIATE ACCOUNTS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Tamarac requires efficient and cost effective telephony services in order to conduct City business; and WHEREAS, the Federal Telecommunications Act of 1996 de -regulated the telephone industry, providing for greater levels of competition amongst telecommunications providers; and WHEREAS, City staff recommended that there was a potential benefit through seeking competition to provide the City's telephone services, including Primary Rate Interface (PRI) Circuits, Centrex Service and Local & Long Distance Services; and WHEREAS, in response to this recommendation, a formal Request for Proposal #09-13R was formally advertised and issued with a due date of August 10, 2009, a copy of said proposal is on file with the City Clerk; and Temp. Reso.11731 September 18, 2009 Page 2 of 4 WHEREAS, three proposals were received from AT&T Corporation, Deltacom, Inc. and XO Communications; and WHEREAS, an Evaluation Committee was appointed by the City Manager comprised of the Director of Information Technology, the Systems and Network Manager, and the Systems Tech, all from the Information Technology Department, facilitated by the Purchasing & Contracts Manager; and WHEREAS, the Evaluation Committee reviewed all of the responses received for Request for Proposal #09-13R; and WHEREAS, as a result of the review, the Evaluation Committee ranked the response received from AT&T the highest, as providing the best overall value for the City, a copy of the Evaluation Committee rankings are included herein as Exhibit "I"; and WHEREAS, it is the recommendation of the Evaluation Committee, the Director of Information Technology and the Purchasing/Contracts Manager that the purchase of Standard Primary Rate Interface (PRI) Services, Centrex Services and Local & Long Distance Services for use by all City of Tamarac Departments be awarded to AT&T Corporation, for an amount not to exceed $50,000 annually in accordance with the terms and conditions of Request for Proposal #09-13R, and that the appropriate City Officials be authorized to execute an Agreement with AT&T Corporation, a copy of said Agreement is attached hereto as Exhibit "2"; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to Temp. Reso.11731 September 18, 2009 Page 3 of 4 purchase Standard Primary Rate Interface (PRI) Services, Centrex Services and Local & Long Distance Services for use by all City of Tamarac Departments from AT&T Corporation, and execute an Agreement for such services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof and all exhibits attached hereto are incorporated herein and made a specific part of this resolution. Section 2: The appropriate City Officials are hereby authorized to purchase Standard Primary Rate Interface (PRI) Services, Centrex Services and Local & Long Distance Services for use by all City of Tamarac Departments from AT&T Corporation, and to execute an Agreement for said services, attached hereto as Exhibit "2" for a term of three (3) years with one (1) additional three (3) year renewal term. Section 3: Funding is available for the purchase of Standard Primary Rate_ Interface (PRI) Services, Centrex Services and Local & Long Distance Services for use by all City of Tamarac Departments from the appropriate accounts at a total cost not to exceed $50,000 annually. Section 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or Temp. Reso.11731 September 18, 2009 Page 4 of 4 invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Section 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this day of /1/// , 2009. ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I Have approved this RESOLUTION as to form: SA GOREN, CI RNEY & (�� BETH FLANSBAUM-T LABISCO MAYOR Commissioner Bushnell: Commissioner Atkins -Grp Commissioner Dressler _ Commissioner Glasser_ Mayor Flansbaum-Talabi 1 1 1 2, 0 0 "3 ? () 2 3— Gxa5S5 Contract ID: 1532981 OCT 2 0 2003 AT&T MA Reference No. at&t i C; ra 0 A, AT&T BUSINESS NETWORK SERVICE Pricing Schedule and Attachment A Customer, AT&T AT&T Sales`Contact Name Prima Contact City of Tamarac AT&T Corp. Name RICK ROSENBAUM Street Address 7525 NW 88th Ave or enter the International Affiliate Name Street Address 13450 W SUNRISE BLVD City Tamarac 0600 State / Province FL City SUNRISE Zip Code 33321 State / Province FL Country Zip Code 33323 Country Telephone Fax Email rr0874@att.com Sales/Branch Manager RUSTY RHODES SCVP Name: Sales Strata: Sales Region: Customer Contact (for notices) AT&T Contacty (for notices) AT&T Solution Provider or Representative Information (if a licable Name James Twigger Street Address Name Title Information System Manager City Company Name Street Address 7525 NW 88th Ave State / Province Street Address City Tamarac Zip Code City State / Province FL Country State / Province Zip Code: 33321 Zip Code Country With a copy to: Country Telephone 9545973904 AT&T Corp. Telephone Fax One AT&T Way Fax Email jamest@tamarac.org Bedminster, NJ 07921-0752 Email ATTN: Master Agreement Support Agent Code Team Email: mast@att.com This Pricing Schedule and Attachment A is part of the Agreement between AT&T and Customer referenced above. Customer (by its authorized representative) By: Name: �fMil ler Title City Manager Date: // / Z Doc ID: ABN42200GCO 09/25/2009 AT&T (by its authorized representative) By: Name: Title LOO Young on behalf of S. Maddevft Date: I I I Hf I Q 1 AT&T and Customer Confidential Information Page 1 of 6 Updated: 01/2007 Contract ID: 1532981 City of Tamarac The rates, discounts and other provisions in this Pricing Schedule are contingent upon signature by both parties on or before January 31, 2010. For AT&T Administrative Use Only Master Agreement No. Pricing Schedule for AT&T Business Network Service 1. SERVICES • AT&T Business Network (ABN) Service • Voice/Access, including LD, Local and Intrastate 2. PRICING SCHEDULE TERM AND EFFECTIVE DATES 2.1 Term Pricing Schedule Term Start Date Term 3 years First day of first full billing cycle following implementation of this Pricing Schedule in AT&T's billing system 2.2 Effective Dates Effective Date of First day of first full billing cycle Rates and following implementation of this Pricing Discounts Schedule in AT&T's billing system 2.3 Term Expiration Upon expiration of The terms and conditions of this Pricing Pricing Schedule Schedule will renew on a month -to -month Term basis until terminated by either party on 30 days prior written notice ("Extension Period"), except that during the Extension Period the rates under this Schedule are changed as follows: a) If the Services are subject to a Service Guide or a filed Tariff, the rates in this Pricing Schedule will automatically be increased to the then - current Monthly Extension rates specified in the Service Guide or Tariff, or, if no Monthly Extension rate is specified, the rate for the Services for the Extension Period shall be equal to the rates under this Pricing Schedule plus 20%; b) credits, if any, under this Pricing Schedule do not apply for the Extension Period. 3. MARC YEAR 1 YEAR 2 YEAR 3 MARC under $1,000 $1,000 $1,000 this Pricing Schedule Doc ID: ABN42200GC0_09/25/2009 4. MARC-ELIGIBLE CHARGES • ABN Service including eligible Voice, Access, Local, Intrastate, purchased under the ABN Service offer • Other AT&T Services which have been mutually designated in writing by the parties prior to or during the Pricing Schedule Term, including but not limited to: o AT&T ACCU-Ring Service o AT&T Asynchronous Transfer Mode Plus Service o AT&T Asynchronous Transfer Mode Service o AT&T Audio/Video Teleconference Services o AT&T Business Continuity and Recovery Service o AT&T Business Internet Service o AT&T Customer Network Management Service o AT&T Data Services Circuit Term Plan o Digital Services Volume Pricing Plan (DSVPP)- Eligible Services o AT&T Enhanced Virtual Private Network Service o AT&T Ethernet Private Line -WAN Service o AT&T Execubill o AT&T Frame Plus Service o Frame Relay Service Domestic Access Ports o AT&T Global Inbound Service o AT&T Global Managed Internet Service o AT&T Hosting Service o AT&T Integrated Network Connection Service o AT&T Intrastate Private Line Service o AT&T Local Private Line Service o AT&T Local Services o AT&T Managed Internet Service o AT&T Managed Router Service o AT&T Network -Based IP VPN Remove Access Service o AT&T North American Voice Services o AT&T Teleconference Services o AT&T Virtual Private Network Service o AT&T Virtual Private Network Tunneling Service o AT&T Voice Port Service o AT&T Web Meeting o AT&T World Wide Calling Card 5. DISCOUNTS ABN Service Voice Services I Discount% AT&T and Customer Confidential Information Page 2 of 6 Updated: 01 /2007 Contract ID: 1532981 City of Tamarac The rates, discounts and other provisions in this Pricing Schedule are contingent upon signature by both parties on or before January 31, 2010. For AT&T Administrative Use Only Master Agreement No. Pricing Schedule for AT&T Business Network Service Com onent/Ca abilit Interstate Long Distance— Outbound Switched 31 % Loyalty 30% Dedicated - Mobile Termination 25% Calling Card 65% Interstate Long Distance- Inbound Switched 31 % Loyalty 30% Dedicated 25% International 68% Other Qualifying Service Category 33% ABN Service Local Channel Service Discount% Com onent/Ca abilit ACCUNET T1.5 Service Primary Rate 75% Interface Office Functions Terrestrial 1.544 Mb s Local Channels 23% Monthly Growth Incentive — Not applicable under this Pricing Schedule Additional Discount for Intrastate total charges State Discount FLORIDA 10% 6. PROMOTIONS, CREDITS, WAIVERS AND MINIMUM RETENTION AND PAYMENT PERIODS 6.1 Promotions Service Guide promotions are not applicable under this Pricing Schedule 6.2 Credits Doc ID: ABN42200GCO 09/25/2009 ILEC Primary Month of Pricing Minimum Interexchange Schedule Term Retention Period Carrier Change in which Credit is Credit Applied $125 6 Until end of Pricing Schedule Term year in which credit is applied 6.3 Waivers Charges Waived Month of Pricing Minimum Schedule Term in Retention which Charges are Period waived Waivers as N/A 12 months specified in the Service Guide for ABN Service Outbound Monthly Every Month None Charges and Outbound Minimum usage requirement for Per Main Billed Account, Per Customer Location - Switched Access and Per Customer Location -Dedicated Access Monthly Recurring All charges incurred None Charge per Dialed by the Customer Toll -Free number after the first for AT&T Toll -Free $500 per billing Advanced Features account has been (Classic) -Feature paid by the Package II -Routing Customer Plan Option each month AT&T and Customer Confidential Information Page 3 of 6 Updated: 01 /2007 Contract ID: 1532981 City of Tamarac The rates, discounts and other provisions in this Pricing Schedule are contingent upon signature by both parties on or before January 31, 2010. 7. Rates For AT&T Administrative Use Only Master Agreement No. Pricing Schedule for AT&T Business Network Service 7.1 ABN Domestic Dial Station Outboundlinbound Calling Call Type Initial 30 Seconds or Fraction Each Add'I Second or Fraction OUTBOUND Switched $0.0360 $0.0012 Loyalty $0.0300 $0.0010 Dedicated -Mobile Terminating $0.0210 $0,0007 INBOUND Switched $0.0360 $0.0012 Loyalty $0.0300 $0.0010 Dedicated $0.0210 $0.0007 7.2 AT&T Terrestrial 1.544 Mbps Local Channel Services - only Local Channels furnished between the Customer's Premises and the AT&T Central Office Local Channel Mileage AT&T Terrestrial 1.544 Mbps Local Channel Fixed Monthly Charge AT&T Terrestrial 1.544 Mbps Local Channel Per Mile Charge 0-5 $290,00 $0.00 6-10 $372.00 $0.00 11-20 $501.00 $0.00 21-50 $747.00 $0.00 51 + $695.00 $8.00 AT&T Reference date: N/A (NU I t: Local Channels discounted under an AVA or AVP are not eligible for the rates or discounts listed in this Pricing Schedule.) ATTACHMENT A 1. Intrastate Voice Rates: The following rates apply before the application of discounts as specified in Section 5 of the AT&T Business Network Service Pricing Schedule. These rates are filed in the AT&T Tariffs and will be effective with the implementation of this ABN contract. Rates are subject to change from time to time and in event of a conflict between the rates below and the AT&T Tariffs, the Tariffs prevail. Outbound/Inbound CPM' InterLATA I Intral-ATA Switched Loyalty Dedicated I Switched Loyalty Dedicated Doc ID: ABN42200GCO 09/25/2009 AT&T and Customer Confidential Information Page 4 of 6 Updated: 01 /2007 Contract ID: 1532981 City of Tamarac The rates, discounts and other provisions in this Pricing Schedule are contingent upon signature by both parties on or before January 31, 2010. For AT&T Administrative Use Only Master Agreement No. Pricing Schedule for AT&T Business Network Service Alabama $0.0900 $0.0720 $0.0600 $0.0900 $0.0720 $0.0600 Alaska $0.2200 $0.1800 $0.1500 $0.2200 $0.1800 $0.1500 Arizona $0.1140 $0.1020 $0.0660 $0.1140 $0.1020 $0.0660 Arkansas $0.1680 $0,1380 $0.1140 $0.1680 $0.1380 $0.1140 California $0.0720 $0.0600 $0.0480 $0.0720 $0.0600 $0.0480 Colorado $0.1200 $0.0960 $0.0660 $0.1200 $0.0960 $0.0660 Connecticut $0.0660 $0.0540 $0.0420 $0.0660 $0.0540 $0.0420 Delaware $0.0840 $0.0660 $0.0540 $0.0840 $0.0660 $0.0540 District of Columbia $0.0780 $0.0660 $0.0540 $0.0780 $0.0660 $0.0540 Florida $0.1200 $0.0840 $0.0540 $0.1200 $0.0840 $0.0540 Georgia $0.1020 $0.0840 $0.0660 $0.1020 $0.0840 $0.0660 Hawaii $0.1440 $0,1320 $0.0960 $0.1440 $0.1320 $0.0960 Idaho $0.1620 $0.1500 $0.0900 $0.1620 $0.1500 $0.0900 Illinois $0.0540 $0.0480 $0.0420 $0.0540 $0,0480 $0.0420 Indiana $0.0540 $0.0480 $0.0420 $0.0540 $0.0480 $0.0420 Iowa $0.1200 $0.1080 $0.0720 $0.1200 $0.1080 $0.0720 Kansas $0.1080 $0.0900 $0.0780 $0.1080 $0.0900 $0.0780 Kentucky $0.1140 $0.0960 $0.0840 $0.1140 $0.0960 $0.0840 Louisiana $0.0960 $0.0720 $0.0540 $0.0960 $0.0720 $0.0540 Maine $0.1080 $0.0840 $0.0660 $0.1080 $0.0840 $0.0660 Maryland $0.1080 $0.0780 $0.0600 $0.1080 $0.0780 $0.0600 Massachusetts $0.0840 $0.0720 $0.0600 $0.0840 $0.0720 $0.0600 Michigan $0,0600 $0.0540 $0.0420 $0.0600 $0.0540 $0.0420 Minnesota $0.1020 $0.0900 $0.0660 $0.1020 $0.0900 $0.0660 Mississippi $0.0960 $0.0840 $0.0600 $0.0960 $0.0840 $0.0600 Missouri $0.1800 $0.1380 $0.0960 $0.1800 $0.1380 $0.0960 Montana $0.1800 $0.1620 $0.1020 $0.1800 $0.1620 $0.1020 Nebraska $0.1260 $0.1140 $0.0780 $0.1260 $0.1140 $0.0780 Nevada $0.1200 $0.0960 $0.0840 $0.1200 $0.0960 $0.0840 New Hampshire $0.1560 $0.1080 $0.0780 $0.1560 $0.1080 $0.0780 New Jersey $0.1020 $0.0840 $0.0720 $0.1020 $0.0840 $0.0720 New Mexico $0.2280 $0.1560 $0.1200 $0.2280 $0.1560 $0,1200 New York $0.1260 $0.1020 $0.0780 $0.1260 $0.1020 $0.0780 Outbound/Inbound CPM" InterLATA IntraLATA Switched Loyalty Dedicated Switched LoValtv Dedicated North Carolina $0.1380 $0.1080 $0.0900 $0.1380 $0.1080 $0.0900 North Dakota Ohio $0.2160 $0.0540 $0.1920 $0.0480 $0.1200 $0.0420 $0.2160 $0.0540 $0.1920 $0.0480 $0.1200 $0.0420 Oklahoma $0.1140 $0.0900 $0.0720 $0.1140 $0.0900 $0.0720 Oregon $0.0660 $0.0540 $0.0420 $0.0660 $0.0540 $0.0420 Doc ID: ABN42200GC0_09/25/2009 AT&T and Customer Confidential Information Page 5 of 6 Updated: 01 /2007 Contract ID: 1532981 City of Tamarac The rates, discounts and other provisions in this Pricing Schedule are contingent upon signature by both parties on or before January 31, 2010. For AT&T Administrative Use Only Master Agreement No. Pricing Schedule for AT&T Business Network Service Pennsylvania $0.1080 $0.0900 $0.0720 $0.1080 $0.0900 $0.0720 Puerto Rico $0.0660 $0.0540 $0.0480 $0.0660 $0,0540 $0.0480 Rhode Island $0.0840 $0.0660 $0.0480 $0.0840 $0.0660 $0.0480 South Carolina $0.1140 $0.1020 $0.0900 $0.1140 $0.1020 $0.0900 South Dakota $0.2520 $0.1800 $0.1260 $0.2520 $0.1800 $0.1260 Tennessee $0.1080 $0.0900 $0.0720 $0.1080 $0.0900 $0.0720 Texas $0.1140 $0.0960 $0.0780 $0.1140 $0.0960 $0.0780 Utah $0.0780 $0.0720 $0.0480 $0.0780 $0,0720 $0.0480 Vermont $0.1380 $0.1020 $0.0780 $0.1380 $0.1020 $0.0780 Virginia $0.1440 $0.1080 $0.0840 $0.1440 $0.1080 $0.0840 Washington $0,1320 $0.0900 $0.0660 $0.1320 $0,0900 $0.0660 West Virginia $0,1500 $0.1140 $0.0840 $0.1500 $0.1140 $0.0840 Wisconsin $0.0960 $0.0840 $0.0540 $0.0960 $0.0840 $0.0540 Wyoming $0.0900 $0.0780 $0.0600 $0.0900 $0.0780 $0.0600 "Billed in increments of 30 Second Initial Period or Fraction, Each Additional Second or Fraction. Rates displayed are list rates per the Tariff. Doc ID: ABN42200GCO 09/25/2009 AT&T and Customer Confidential Information Page 6 of 6 Updated: 01/2007 R-Mm MASTER AGREEMENT Customer � AT&T , City of Tamarac AT&T Corp. Street Address: 7525 NW 88th Ave or enter the International Affiliate Name City: Tamarac State/Province: FL Zip Code: 33321 Country: USA Customer Contact for notices AT&T Contact for notices Name: Keith Galtz Street Address: 13450 W Sunrise Blvd Title: Purchasing Manager City: Sunrise State/Province: FL Street Address: 7525 NW 88th Ave Zip Code: 33323 Country: USA City: Tamarac State/Province: FL Zip Code: 33321 Country: USA With a copy to: Telephone: 954-597-3567 AT&T Corp. Email: keithg®tamarac.org One AT&T Way Bedminster, NJ 07921-0752 ATTN: Master Agreement Support Team Email: masta t. This Master Agreement ("Master Agreement'), between the customer named above ("Customer") and the AT&T entity named above ("AT&T'), is effective when signed by both Customer and AT&T, and continues in effect as long as Services are provided under this Master Agreement. ur% This Master Agreement will apply to all services and equipment Customer buys from AT&T, now and in the future, that are provided under Pricing Schedules attached to or referencing this Master Agreement ("Services"). Other Services may be provided by signing additional Pricing Schedules at any time. AT&T standard service offerings are described in Tariffs c' Guidebooks, Service Guides and other documents identified in this Master Agreement. Customer Alby Its authorized representative) AT&T ized re resentativeB . , r C�!� T'auH U- t� Name: effre L. Miller Cod YQu on eh&If AMarkiAwtCz Name: City Manager Title: Title: / Date: 1/ ,2� U / t� % r Date: / 0/,2 1IeYl 0910 fh2750 1 -SE3TPA ua_ver_Ldoc 101509 fh UA VER 1 07/14/08 AT&T and Customer Confidential Information Page 1 of 10 eCRM ID INTRODUCTION 1.1 Overview of Documents. The terms and conditions governing the Services that AT&T provides to Customer are set forth in this Master Agreement, the following additional documents, and any other documents executed by the parties and referencing this Master Agreement (which documents together with this Master Agreement are called "this Agreement'): (a) Pricing Schedules. A Pricing Schedule (including related attachments) identifies the Services AT&T may provide to Customer, the price (including discounts, if applicable) for each Service, and the term during which such prices are in effect ("Pricing Schedule Term"). (b) Tariffs and Guidebooks. 'Tariffs" are documents containing the standard descriptions, pricing, and other terms and conditions for a Service that AT&T files with regulatory commissions. "Guidebooks" are documents containing the standard descriptions, pricing, and other terms and conditions for a Service that were, but no longer are, filed with regulatory commissions. Tariffs and Guidebooks may be found at att.com/servigel2ublications or other locations AT&T may designate. (c) Acceptable Use Policy. AT&T's Acceptable Use Policy ("AUP") applies to Services provided over or accessing the Internet. The AUP may be found at att.com/auo, or other locations AT&T may designate. (d) Service Guides. The description, pricing, and other terms and conditions for the Service not covered by a Tariff or Guidebook may be contained in a Service Guide, which may be found at att.com/serviceoublications or other locations AT&T may designate. 1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: Pricing Schedules; this Master Agreement; the AUP; and Tariffs, Guidebooks Service Guides; AT&T's Response and the RFP provided that, Tariffs will be first in priority in any jurisdiction where existing law or regulation does not permit contract terms to take precedence over inconsistent tariff terms. 1.3 Revisions to Documents. Subject to Section 8.2(c) (Materially Adverse Change), AT&T may revise Tariffs, Guidebooks, Service Guides or the AUP (collectively "Service Publications") at any time. 1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule referencing this Agreement in its own name and such Affiliate contract will be a separate, but associated, contract incorporating the terms of this Master Agreement with respect to that Pricing Schedule. Customer and AT&T will arrange to have their respective Affiliates comply with this Agreement, regardless of whether an Affiliate has signed a Pricing Schedule. 1.5 Capitalized Terms. Capitalized terms not otherwise defined in this Agreement are defined in Section 11 (Definitions) 2. AT&T DELIVERABLES 2.1 Services. AT&T agrees to either provide or arrange to have an AT&T Affiliate provide Services to Customer in accordance with this Agreement, subject to availability and operational limitations of systems, facilities and equipment. Where required, an AT&T Affiliate authorized by the appropriate regulatory authority will be the service provider. 22 AT&T Equipment. Services may include use of certain equipment owned by AT&T that is located at the Site ("AT&T Equipment"), but title to the AT&T Equipment will remain with AT&T. Customer must provide electric power for the AT&T Equipment and keep the AT&T Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of loss or damage to AT&T Equipment (other than ordinary wear and tear) except to the extent caused by AT&T or its agents. 2.3 Software. Any software used with the Services will be governed by the written terms and conditions applicable to such software. Title to software remains with AT&T or its supplier. Customer must comply with all such terms and conditions and they take precedence over this Agreement as to such software. 3. CUSTOMER'S COOPERATION 3.1 Access Right. Customer will in a timely manner allow AT&T to access property and equipment that Customer controls as reasonably required to provide the Services, and AT&T hall cooperate with Customer's efforts to procure such Y q P rS P p Formatted No u' underline access rights for the portions of the property not under Customer's control. Access rights include the right to construct, install, -- repair, maintain, replace and remove access lines and network facilities, as well as to use ancillary equipment space within a building, as necessary for Customer's connection to AT&T's network. Customer must provide AT&T timely Information and 0910fh27501.13E3TPA 101509fh ua_ver_i.doc UA VER 1 07/14/08 AT&T and Customer Confidential Information Page 2 of 10 eCRM ID access to Customer's facilities and equipment as AT&T reasonably requires to provide the Services, subject to Customer's reasonable security policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities, and other items reasonably required to perform installation of the Services, and obtain any necessary licenses, permits and consents (including easements and rights -of -way). Customer will have the Site ready for AT&T to perform its work according to a mutually agreed schedule. 3.2 Safe Working Environment. With respect to the property over which customer has control, Customer will ensure that the location at which AT&T Installs, maintains or provides Services is a suitable and safe working environment, free of Hazardous Materials. "Hazardous Materials" means any substance or material capable of posing an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal, or release is regulated by any law related to pollution, protection of air, water, or soil, or health and safety. AT&T does not handle, remove or dispose of Hazardous Materials, and AT&T has no obligation to perform work at a location that is not a suitable and safe working environment. AT&T will not be liable for any Hazardous Materials. At & T shall comply with all OSHA safety rules and regulations In the operation of equipment and in the performance of services under this Agreement. 3.3 Users. "User' means anyone who uses or accesses any Service provided to Customer. Customer will cause Users ' to comply with this Agreement, and Customer agrees that Customer is responsible for Users' use of any.Services, unless expressly provided to the contrary in applicable Service Publications. 3.4 Internet Services. If a Service Is provided over or accesses the Internet, Customer, Customer's Affiliates, and Users must comply with the AUP. 3.5 Resale of Services. Customer may not resell the Services to third parties without AT&T's written consent. Where permitted under applicable law, Customer may resell the Services to Customer's Affiliates without AT&T's consent. 4. PRICING AND BILLING 4.1 Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term. Unless a Pricing Schedule states otherwise, the prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule Term. No promotion, credit or waiver set forth in a Service Publication will apply unless the Pricing Schedule states otherwise. At the end of a Pricing Schedule Term, Customer will have the option to either: (a) cease using the Service (which will require Customer to take all steps required by AT&T to terminate the Service); or (b) continue using the Service under a month -to - month service arrangement. Unless a Pricing Schedule states otherwise, during any month -to -month service arrangement, the prices, terms and conditions in effect on the last day of the Pricing Schedule Term will continue until changed by AT&T on 30 days' prior notice to Customer. 4.2 Additional Charges and Taxes. Prices set forth in a Pricing Schedule are exclusive of, and Customer will pay, all current and future taxes (excluding those on AT&T's net Income), surcharges, recovery fees, custom clearances, duties, levies, shipping charges, and other similar charges (and any associated interest and penalties resulting from Customer's failure to timely pay such taxes or similar charges) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides satisfactory proof of a valid tax exemption prior to the delivery of Services. To the extent Customer is required by law to withhold or deduct any applicable taxes from payments due to AT&T, Customer will use reasonable commercial efforts to minimize any such taxes to the extent allowed by law or treaty, and Customer will furnish AT&T with such evidence as may be required by relevant taxing authorities to establish that such tax has been paid so that AT&T may claim any applicable credit. 4.3 Billing. Unless a Pricing Schedule specifies otherwise, Customer's obligation to pay for all Services will begin upon installation and availability of the Services to Customer. AT&T will invoice Customer for the Services on a monthly basis, or otherwise as specified in the Pricing Schedule. Customer will pay AT&T without deduction (except for withholding taxes as provided in Section 4.2 — Additional Charges and Taxes), setoff (except as provided in Section 4.5 — Delayed Billing; Disputed Charges), or delay for any reason. At Customer's request, but subject to AT&T's consent (which may be withheld if there will be operational Impediments or tax consequences), Customer's Affiliates may be Invoiced separately and AT&T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates do not pay charges in accordance with this Agreement. AT&T may require Customer or Its Affiliates to tender a deposit if AT&T determines, in its reasonable judgment, that Customer or Customer's Affiliates are not creditworthy. 4.4 Payments. Payment is due within 30 days after the date of the invoice (unless another date is specified in an applicable Tariff or Guidebook) and must refer to the Invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements or other statements on checks are void. Customer will reimburse AT&T for all costs associated with collecting delinquent or dishonored payments, including reasonable attorney's fees. AT&T may charge late payment fees (a) for Services contained in a Tariff or Guidebook, at the rate specified therein, or (b) for all other Services, at the lower of 1.5 % per month (18% per annum) or the maximum rate allowed by law for overdue payments. 4.5 belayed Billing; Disputed Charges. Customer will not be required to pay charges for Services invoiced more than 6 months after close of the billing month in which the charges were incurred, except for automated or live operator assisted calls of any type. If Customer disputes a charge, Customer will provide notice to AT&T specifically identifying the charges and the reason it is disputed within 6 months after the date of the affected Invoice or Customer waives the right to dispute the charge (except to the extent applicable law or regulation otherwise requires). Disputed charges may be withheld, but if not paid when due, Customer will incur late payment fees in accordance with Section 4A (Payments); however, to the extent AT&T determines the charges Customer disputed and withheld were invoiced in error, late payment fees for such charges will be reversed. 4.6 MARC. Minimum Annual Revenue Commitment ("MARC") means an annual revenue commitment of MARC-Eligible Charges set forth in a Pricing Schedule that Customer agrees to satisfy during each 12 consecutive month period of the Pricing Schedule Term. At the end of each such 12 month period, if Customer has failed to satisfy the MARC for the preceding 12 month period, Customer will be invoiced a shortfall charge in an amount equal to the difference between the MARC and the total of the applicable MARC-Eligible Charges incurred during the 12 month period, and payment will be due in accordance with Section 4.4 (Payments). 4.7 Adjustments to MARC. (a) In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant restructuring or reorganization of Customer's business, or network optimization using other Services, or reduction of AT&Ts prices, or force majeure events, any of which significantly impairs Customer's ability to meet Customer's MARC, AT&T will offer to adjust the affected MARC to reflect Customer's reduced usage of Services (with a corresponding adjustment to the prices or discount available at the reduced MARC level). If the parties reach mutual agreement on a revised MARC, AT&T and Customer will amend the affected Pricing Schedule prospectively. This Section 4.7 will not apply to a change resulting from Customer's decision to use service providers other than AT&T. Customer will provide AT&T written notice and evidence of the conditions Customer believes will require the application of this provision. This provision does not constitute a waiver of any charges, including monthly recurring charges and shortfall charges Customer incurs prior to amendment of the affected Pricing Schedule. (b) If Customer, through merger, consolidation, acquisition or otherwise, acquires a new business or operation, Customer and AT&T may mutually agree to include the new business or operation under this Agreement. Such agreement will specify the impact, if any, of such addition on Customer's MARC or other volume or growth discounts, and Customer's attainment thereof. 5. CONFIDENTIAL INFORMATION " 5.1 Confidential Information. Confidential Information means: (a) information the parties share with each other in connection with this Agreement or in anticipation of providing Services under this Agreement, but only to the extent identified as Confidential Information in writing; and (b) except as may be required by applicable law or regulation, including, but not limited to, Florida's public record laws, the terms of this Agreement and any pricing or other proposals. 5.2 Obligations. Each party's Confidential Information will, for a period of 3 years following its disclosure to the other party (except in the case of software, which is indefinite): (a) be held in confidence; (b) be used and transmitted between countries only for purposes of using the Services or performing this Agreement (Including In the case of AT&T, the ability to utilize Customer's Confidential Information in order to detect fraud, check quality, and to operate, maintain and repair the Services); and (c) not be disclosed, except to the receiving party's employees, agents and contractors having a need -to -know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Section 5), or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable and not prohibited by law, governmental authority or legal process). 5.3 Exceptions. The restrictions in this Section will not apply to any information that: (a) is independently developed by the receiving party; (b) Is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. 5.4 Privacy Laws. Each party is responsible for complying with the privacy laws applicable to its business. If Customer does not want AT&T personnel to comprehend Customer data to which they may have access in performing Services, Customer should encrypt such data so that it will be unintelligible. Until directed otherwise by Customer in writing, if AT&T 0910 fh2750 1-BE3TPA 101509fh ua_ver_i.doc UA VER 1 07/14/08 AT&T and Customer Confidential Information Page 4 of 10 eCRM ID designates a dedicated account representative as Customer's primary contact with AT&T, Customer authorizes that representative to discuss and disclose Customer's customer proprietary network information (CPNI) to any employee or agent of Customer without a need for further authentication or authorization. 6. DISCLAIMERS AND LIMITATIONS OF LIABILITY 6.1 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON -INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE OR COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911 OR ANY SIMILAR EMERGENCY RESPONSE NUMBER), OR GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING, OR THAT AT&T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, CUSTOMER'S DATA AND CONFIDENTIAL INFORMATION. 6.2 Limitation of Liability. (a) AT&T'S ENTIRE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR DAMAGES ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS OR DEFECTS IN THE SERVICES, AND NOT CAUSED BY CUSTOMER'S NEGLIGENCE, SHALL IN NO EVENT EXCEED THE APPLICABLE CREDITS SPECIFIED IN A SERVICE PUBLICATION OR PRICING SCHEDULE, OR IF NO CREDITS ARE SPECIFIED, AN AMOUNT EQUIVALENT TO THE PROPORTIONATE CHARGE TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH SUCH MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT IN THE SERVICES OCCURS AND CONTINUES. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO AT&T. (b) SECTION 6.2(a) WILL NOT APPLY TO: (i) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY AT&T'$ NEGLIGENCE; (ii) BREACH OF SECTION 5 (Confidential Information), SECTION 10.1 (Publicity), OR SECTION 10.2 (Trademarks); (iii) SETTLEMENT, DEFENSE OR PAYMENT OBLIGATIONS UNDER SECTION 7 (Third Party Claims); OR (iv) DAMAGES ARISING FROM AT&T'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (c) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES, OR INCREASED COST OF OPERATIONS, 6.3 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES, EXCEPT TO THE EXTENT CAUSED BY AT&T'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT, OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS, OR INTERRUPTIONS (EXCEPT FOR LIABILITY FOR SUCH EXPLICITLY SET FORTH IN THIS AGREEMENT); ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS (INCLUDING 911 CALLS OR ANY SIMILAR EMERGENCY RESPONSE NUMBER); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF CUSTOMER'S, ITS AFFILIATE'S, USERS', OR THIRD PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS, CONFIDENTIAL INFORMATION, NETWORK, OR SYSTEMS. 6.4 Application and Survival. The disclaimer of warranties and limitations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise and whether damages were foreseeable, and will apply so as to limit the liability of each party and its Affiliates, and their respective employees, directors, subcontractors, and suppliers. The limitations of liability and disclaimers set out in this Section 6 will survive failure of any exclusive remedies provided In this Agreement. 0910fh2750 1-BE3TPA ua ver Ldoc AT&T and Customer Confidential Information Page 5 of 10 101509fh UA VER 1 07/14/08 eCRM ID r i THIRD PARTY CLAIMS 7.1 AT&T's Obligations. AT&T agrees at its expense to defend or settle any third -party claim against Customer, Its Affiliates, and its and their respective employees and directors, and to pay all compensatory Damages that a court may finally award against such parties to the extent the claim alleges that a Service provided to Customer under this Agreement infringes any patent, trademark, copyright, or trade secret, but not in circumstances where the claimed Infringement arises out of or results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the Service by Customer, its Affiliates or third parties, or combinations of the Service with any services or products not provided by AT&T; (c) AT&T's adherence to Customer's or its Affiliate's written requirements; or (d) use of the Service in violation of this Agreement. 7.2 Customer's Obligations. Subject to the limitation of Section 768.28, Florida Statutes, and all other applicable laws Customer agrees at its expense to defend or settle any third -party claim against AT&T, AT&T's Affiliates, and Its and their respective employees, directors, subcontractors, and suppliers, and to pay all compensatory Damages that a court may finally award against such parties to the extent the claim: (a) arises out of Customer's, its Affiliate's, or a User's access to, or use of, the Services and the claim is not the responsibility of AT&T under Section 7.1; (b) alleges that a Service infringes any patent, trademark, copyright or trade secret, and falls within the exceptions in Section 7.1; or (c) alleges a breach by Customer, its Affiliates, or Users of a software license agreement governing software provided in connection with the Services. 7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for Customer to continue using, or may replace or modify, the alleged infringing Service so that the Service becomes non - infringing. 7.4 Notice and Cooperation. The party seeking defense or settlement of a third party claim under this Section 7 will notify the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced thereby. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense; but the defending party will use counsel reasonably experienced in the subject matter at issue, and will not settle a claim without the consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required where relief on the claim is limited to monetary damages that are paid by the defending party under this Section 7. a. SUSPENSION AND TERMINATION 8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding, or makes an assignment for the benefit of its creditors. „ / 8.2 Termination or Suspension of Services. The following additional termination provisions apply: (a) Fraud or Abuse. AT&T may terminate or suspend an affected Service, and if the activity implicates the entire Agreement, terminate the entire Agreement, immediately by providing Customer with as much advance notice as is reasonably practicable under the circumstances if Customer: (I) commits a fraud upon AT&T; (ii) utilizes the Service to commit a fraud upon another party; (III) unlawfully uses the Service; (iv) abuses or misuses AT&T's network or Service; or (v) interferes with another customer's use of AT&T's network or services. (b) Material Breach. If either party fails to perform or observe any material term or condition of this Agreement, including non-payment of charges (subject to Section 4.5 —Delayed Billing; Disputed Charges), and such failure continues unremedied for 30 days after receipt of notice, the non -breaching party may terminate the affected Service, and if the breach implicates the entire Agreement, terminate the entire Agreement. If Customer is in breach, AT&T may elect to suspend (and later terminate) the affected Service, and if the breach implicates the entire -j- Agreement, suspend (and later terminate) the entire Agreement. r (c) Materially Adverse Change. If AT&T revises a Service Publication and the revision has a materially adverse Impact on Customer, and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after notice from Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service Components on 30 days' notice to AT&T, given not later than 90 days after Customer first learns of the revision to the Service Publication. However, a revision to a Service Publication will not be considered materially adverse to Customer if it changes prices that are not fixed (stabilized) in a Pricing Schedule, if the price change was mandated by a governmental authority, or if the change affects a charge Imposed under Section 4.2 (Additional Charges and Taxes). (d) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT&T, AT&T may suspend the applicable portion of the Service. AT&T has the right; however, to suspend or terminate the applicable portion of the Service immediately when: (i) AT&T's suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii) AT&T Is acting in response to a court order or governmental notice that certain conduct must be stopped; or (III) AT&T reasonably determines: (a) that it may be exposed to sanctions, liability, prosecution, or other adverse consequences under applicable law if AT&T were to allow the violation to continue; (b) that such violation may cause harm to or interfere with the Integrity or normal operations or security of AT&T's network or networks with which AT&T is interconnected or interfere with another customer's use of AT&T Services or the Internet r that h' I h o (c) a suc vio abon of erwlse presents Imminent risk of harm tc AT&T or AT&T s customers or their respective employees. (e) Infringing Services. If neither of the options described in Section 7.3 (Infringing Services) are reasonably available, AT&T may terminate the affected Service without liability other than as stated in Section 7.1 (AT&T's Obligations). (f) Hazardous Materials. If AT&T encounters any Hazardous Materials at the Site where AT&T is to install, maintain or provide Services, AT&T may terminate the affected Service or Service Component, or suspend performance until Customer removes and remedlates Hazardous Materials at Customer's expense in accordance with applicable law. 8.3 Withdrawal of Services. Notwithstanding that a Pricing Schedule may commit AT&T to provide a Service to Customer for a Pricing Schedule Term, and unless applicable law or regulation mandates otherwise, AT&T may discontinue providing a Service upon 12 months' notice, or a Service Component upon 120 days' notice, but only where AT&T generally discontinues providing the Service or Service Component to similarly —situated customers. 8.4 Effect of Termination. (a) Termination by either party of a Service does not waive any other rights or remedies a party may have under this Agreement. Termination or suspension of a Service will not affect the rights and obligations of the parties regarding any other Service. (b) If a Service or Service Component is terminated, Customer will pay all amounts incurred prior to the effective date of termination, including termination charges referenced in Section 8.6 Appropriations; Funding. If Customer terminates a Service or Service Component prior to the date Customer's obligation to pay for Services begins as provided in Section 4.3 (Billing), Customer will reimburse AT&T for time and materials Incurred prior to the effective date of termination, plus any third party charges resulting from the termination. 8.5 Termination Charges. (a) If Customer terminates this Agreement or an affected Service or Service Component pursuant to Sections 8.1 (Termination of Agreement), 8.2(b) (Material Breach), or 8.2(c) (Materially Adverse Change); AT&T terminates a Service pursuant to Section 8.2(e) (Infringing Services), or AT&T withdraws a Service pursuant to Section 8.3 (Withdrawal of Services), Customer will not be liable for the termination charges set forth in Section 8.5(b). (b) If Customer terminates a Service or Service Component other than as set forth in Section 8.5(a), or AT&T terminates an affected Service or Service Component pursuant to Sections 8.1 (Termination of Agreement), or 8.2(a) (Fraud or Abuse), 8.2(b) (Material Breach), 8.2(d) (Internet Services), or 8.2(f) (Hazardous Materials), Customer will pay applicable termination charges as follows: (1) if termination occurs before the end of the Minimum Payment Period, Customer will pay 50% (unless a different percentage is specified in the Pricing Schedule) of the monthly recurring charges for the terminated Service or Service Component multiplied by the months remaining in the Minimum Payment Period, plus any waived or unpaid non -recurring charges identified in the Pricing Schedule (including, but not limited to, any and all charges for failure to satisfy a Minimum Retention Period (MRP)), plus any charges incurred by AT&T from a third party (e.g., not an AT&T Affiliate) due to the termination, all of which will, if applicable, be applied to Customer's MARC-Eligible Charges; and (ii) If Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the unsatisfied MARC, after applying amounts received pursuant to (i), for the balance of the Pricing Schedule Term. (c) The charges set forth in Section 8.5(b)(i) will not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if (i) the Minimum Payment Period and associated charge for the replacement Service Component are equal to or greater than the Minimum Payment Period and associated charge for the terminated Service Component, and (ii) the upgrade is not restricted in the applicable Service Publication. 0910fh2750 1-BE3TPA ua ver Woo 101509fh UA VER 1 07/14/08 AT&T and Customer Confidential Information Page 7 of 10 eCRM ID �'s 8.6 Appropriations; Funding. By executing a Pricing Schedule, Customer warrants that Customer has funds appropriated and available to pay all amounts due thereunder through the end of Customer's current fiscal period. Customer further agrees to request all appropriations and funding necessary to pay for the Services for each subsequent fiscal period through the end of the Pricing Schedule Term. In the event Customer is unable to obtain the necessary appropriations or funding for the Services provided under a Pricing Schedule, Customer may terminate the Pricing Schedule without liability for the termination charges set forth in Section 8.5(b) upon the following conditions: (i) Customer has taken all actions necessary to obtain adequate appropriations or funding; (ii) despite Customer's best efforts funds have not been appropriated and are otherwise unavailable to pay -' for the Services; and (iii) Customer has negotiated in good faith with AT&T to develop revisal terms, an alternative payment schedule or a new Pricing Schedule to accommodate Customer's budget. Customer must provide AT&T thirty (30) days' written notice of its intent to terminate a Pricing Schedule under this Section. Termination of a Pricing Schedule for failure to obtain necessary appropriations or funding shall be effective as of the last day for which funds were appropriated or otherwise made available. If Customer terminates a Pricing Schedule under this Section, Customer agrees as follows: (i) it will pay all amounts due for Services incurred through date of termination, and reimburse all unrecovered non -recurring - charges. 9. IMPORTIEXPORT CONTROL The parties acknowledge that equipment, services, software, and technical information (Including technical assistance and training) provided under this Agreement may be subject to import and export laws, conventions or regulations, and any use or transfer of the equipment, products, software, and technical information must be In compliance with all such laws, conventions ' and regulations. The parties will not use, distribute, transfer, or transmit the equipment, services, software, or technical Information (even if incorporated Into other products) except in compliance with such laws, conventions and regulations Customer, not AT&T, is responsible for complying with such laws, conventions and regulations for all information, equipment and software Customer transmits between countries using the Services. 10. MISCELLANEOUS PROVISIONS 10.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or the provision of Services without the prior written consent of the other party. 10.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos, trademarks, service marks, or other indicia of origin without the other party's prior written consent, which consent may be revoked at any time by notice. 10.3 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, / loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond such party's reasonable control. I! 10.4 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a waiver of any other breach of this Agreement. 10.5 Assignment and Subcontracting. (a) This Agreement may not be assigned by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). Customer may, without AT&T's consent, but upon notice to AT&T, assign in whole or relevant part, its rights and obligations under this Agreement to an Affiliate, but Customer will remain financially responsible for the performance of such obligations. AT&T may, without Customer's consent, assign in whole or relevant part, its rights and obligations under this Agreement to an Affiliate, or subcontract to an Affiliate or a third party work to be performed under this Agreement, but AT&T will in each such case remain ` financially responsible for the performance of such obligations. (b) In countries where AT&T does not have an Affiliate to provide Service, AT&T may assign its rights and obligations related to a Service to a local service provider, but AT&T will remain responsible to Customer for such obligations. In certain countries, Customer may be required to contract directly with the local service provider. (c) Any assignment other than as permitted by this Section 10.5 is void. 0910fh27501-9E3TPA 101509fh ua_ver_Ldoc UA VER 107/14/08 AT&T and Customer Confidential Information Page a of 10 eCRM ID 10.6 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.10 (Governing Law), applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute for such Invalid, illegal, or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 10.7 Injunctive Relief. Nothing in this Agreement is intended, or should be construed, to limit a parry's right to seek preliminary or permanent Injunctive relief from a court of competent jurisdiction for a breach of any provision of this Agreement. 10.8 Legal Action. Any legal action arising in connection within this Agreement must be filed within 5 years, per the state statute of limitations applicable to actions on a written contract, after the cause of action accrues in accordance with Florida law, or It will be deemed time -barred and waived. The parties waive any statute of limitations to the contrary. 10.9 Notices. All notices required under this Agreement will be delivered in writing to the recipient's contact designated on the cover page of this Master Agreement, or to such other contact as designated in writing from time to time. Notices shall be by Internationally recognized overnight courier, certified or registered mail, email, or facsimile and will be effective upon receipt or when delivery is refused, whichever occurs sooner. 10.10 Governing Law. This Agreement will be governed by the law of the State of Florida, without regard to its conflict of law principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law. The United Nations Convention on Contracts for International Sale of Goods will not apply. Venue for any action arising from this Agreement shall be Broward County, Florida. 10.11 Compliance with Laws. Each party will comply with all applicable laws, regulations, and orders Issued by courts or other governmental bodies of competent jurisdiction. 10.12 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and AT&T, and does not provide any third party (including Users) the right to enforce or bring an action for any remedy, claim, liability, reimbursement, cause of action, or other right or privilege. 10.13 Survival. The respective obligations of Customer and AT&T that by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations set forth in Section 5 (Confidential Information), Section 6 (Disclaimers and Limitations of Liability), and Section 7 (Third Party Claims), will survive termination or expiration. 10.14 Agreement Language. The authentic language of this Agreement is English. If there is a conflict between this Agreement and any translation, the English version will take precedence. 10.15 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services provided under this Agreement. Except as provided in Section 2.3 (Software), this Agreement supersedes all other agreements, proposals, representations, statements or understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties disclaim any reliance thereon. This Agreement will not be modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this Agreement. 11. DEFINITIONS The following terms have the meanings set forth below: "Affiliate" of a party means any entity that controls, is controlled by, or is under common control with, such party. "Damages" means collectively all injury, damage, liability, loss, penalty, interest and expense incurred. "Effective Date" means, for any Pricing Schedule, the date on which the last party signs the Pricing Schedule unless a later date is required by regulation or law. "MARC-Eligible Charges" means, unless the applicable Pricing Schedule indicates otherwise, the recurring and usage charges, after deducting applicable discounts and credits (other than outage or SLA credits), that AT&T charges Customer for the Services identified in the applicable Pricing Schedule as MARC-contributing. The following are not MARC-Eligible Charges: (a) charges for or in connection with Customer's purchase of equipment; (b) taxes; and (c) charges imposed in connection with governmentally Imposed costs or fees (such as USF, PICC, payphone service provider compensation, E911 and deaf relay charges). 0910 fh2750 1-SE3TPA 101509 fh ua_ver_i.doc UA VER 1 07/14/08 AT&T and Customer Confidential Information page 9 of 10 eCRM ID 'Minimum Payment Period" means, in respect to any Service, the minimum period for which Customer is required to pay recurring charges for the Service, as specified in the Pricing Schedules or Service Publication for that Service. "Minimum Retention Period" means, in respect to any Service, the period of time for which Customer is required to maintain service to avoid the payment of certain credits, waived charges, or unpaid amortized charges, all as specified in the Pricing Schedule or Service Publication for that Service. "Service Component" means an individual component of a Service provided under this Agreement. "Site" means Customer's physical location, including Customer's collocation space on AT&T's, its Affiliate's, or subcontractor's property, where AT&T installs or provides a Service. 0910fh27501-BE3TPA ua_ver_I.doc r r-" r r Fi r r` rrg-' r r rr'- at&t Contract Service Arrangement Agreement CUSTOMER "Customer" CITY OF TAMARAC Street Address: 7525 NW 88TH AV City: TAMARAC State: FL Zip Code: 33321- Billing Address Street Address: 7525 NW 88th Ave City: Tamarac State: FL Zip Code: 33321- CUSTOMER Contact (for Contract Notices) Name: JAMES TWIGGER Title: SYSTEMS AND NETWORK MANAGER Telephone: 954-597-3904 Fax: 954-597-3910 Email: jamest@tamarac.org Street Address: 7525 NW 88TH AV City: TAMARAC State: FL Zip Code: 33321- AT&T Authorized A ent or Re resentative Infon Name: Company Name: Agent Street Address: City: State: Zip Code: Telephone: - - Fax: - - Email: Anent Case Number FL09-4716 05 AT&T MA Reference No. '_-� A � 5 u pr.. AT&T "AT&T" For purposes of this Pricing Schedule, AT&T means the Service Provider specifically identified herein. AT&T Sales Contact Information and for Contract Notices Name: RICK ROSENBAUM Title: ACCOUNT EXECUTIVE Telephone: 954-838-1746 Fax: 800-505-4552 Email: RR0874@ATT.COM Street Address: 13450 WEST SUNRISE BLVD City: SUNRISE State: FL Zip Code: 33323- With.a cony to: AT&T Corp. One AT&T Way, Bedminster, NJ 07921-0752 ATTN: Master Agreement Support Team Email: mastb-att.com Customer agrees to purchase the Service according to the prices and terms and conditions set forth in this Pricing Schedule and in the applicable Service Publication. In jurisdictions that require the Service to be provided pursuant to tariff, the relevant Service Publication is the applicable Tariff; in jurisdictions that do not require the Service to be tariffed and in which AT&T has no tariff for the Service, the relevant Service Publication is the applicable Service Description(s), Price List(s) or Guidebook(s) (for ease of reference, the Service Descriptions, Price Lists and Guidebooks are referred to herein as the "Guidebook"). Tariffs and Guidebooks can be found at www.att. m/servi ublicati n . Service is provided by the AT&T Incumbent Local Exchange Carrier (ILEC) Affiliate(s) identified below as the Service Provider(s). Customer AT&T (by its authorized Printed or Typed Printed or Typed AI Name: jeaPV Mikr Name: L L ✓ Title: City Mana er Title: 0 c C` Date: / / Ld Date:1) Page 1 of 7 aw Contract Service Arrangement Agreement Case Number FL09-4716-05 Option 1 of 1 1. The Effective Date of this Pricing Schedule is the later of the signature dates above. The Pricing Schedule Term begins ("Term Start Date") (1) if this Pricing Schedule is only for new Service, on the date when the Service is installed and available for use by Customer pursuant to this Pricing Schedule, or (2) if this Pricing Schedule is for existing Service, on the Effective Date of this Pricing Schedule, and the Pricing Schedule terminates automatically at the end of the Pricing Schedule Term based on the number of months selected below. 2. If Customer terminates the Service, in whole or in part, for any reason other than default by AT&T, or AT&T terminates for Customer's default, on or after the Term Start Date, but before the scheduled completion of the Minimum Payment Period, then Customer shall become liable for Termination Charges. Unless otherwise specified in the Notes of this Pricing Schedule, Termination Charges are defined as fifty percent (50%) of the monthly rate for the terminated Service or Service Component as set forth in this Pricing Schedule, multiplied by the number of months remaining in the Minimum Payment Period at the point of termination plus any nonrecurring charges that were not applied upon installation as set forth in this Pricing Schedule. Service Provider: BellSouth Telecommunications, Inc. d/b/a AT&T Florida Offer Expiration: This offer shall expire on: 1/19/2010, Service Interval: Estimated service interval following acceptance date: Negotiable weeks. Service: BellSouth® Primary Rate ISDN - Voice/Data (Standard) (minimum number of B-Channels per PRI required) with Extended Local Calling Plan and BellSouth® Centrex service served from a 5ESS central office. Pricing Schedule FL09-4716-06 shall incorporate the terms of the RFP (09-13R) as responded to by AT&T and all addenda or conditions related thereto. Pricing Schedule Term: This Pricing Schedule provides for a Pricing Schedule Term of thirty-six (36) months. This Pricing Schedule shall be extended for three (3) additional one-year terms under the same terms and conditions. Use of Service: Customer agrees that the Service will only be used to transport the voice and/or data traffic of Customer and its Affiliates, and not to originate or terminate voice and/or data traffic to bypass switched access charges as defined by applicable state and federal telecommunications law. Customer understands that this covenant is an essential part of the undertaking by AT&T herein, and that AT&T is relying upon Customer's covenant as an inducement to sell the Service. Customer agrees to compensate AT&T for any switched access charges that AT&T is obligated to pay, or entitled to collect, as a result of Customer's use of the Services, and Customer further agrees that this obligation to compensate AT&T shall not be capped or limited. As used herein the term Switched Access, generally speaking, means the charges that a long distance company is required to pay to a local telecommunications company for the termination or origination of long distance calls to or from a customer whose phone is connected to the local telecommunications company's local switching network. "Affiliate" of a party means any entity that controls, is controlled by, or is under common control with, such party. Page 2 of 7 aw Contract Service Arrangement Agreement Case Number FL09-4716 05 RATES AND CHARGES Option 1 of 1 Rate Elements Non -Recurring Monthly Rate I_SOC 1 BellSouth® Primary Rate ISDN $.00 $.00 1 L D 1 E Access Line, each (Provisioning USOC) 2 BellSouth® Primary Rate ISDN $.00 $.00 PR71 V Interface, each -Voice/Data (Standard) (Provisioning USOC) 3 BellSouth® Primary Rate ISDN $.00 $.00 PR7BV B-Channels, each -Voice/Data (Standard) (Provisioning USOC) 4 BellSouth® Primary Rate ISDN $.00 $75.00 PR7CN Calling Name Delivery Feature -Per Primary Rate Interface 5 BellSouth® Primary Rate ISDN $.00 $.00 PR7EX D-Channel -Each 6 Telephone Numbers for Flat Rate BellSouth® $.00 $0.20 PR7TF Primary Rate ISDN Voice/Data (Standard), Per telephone number requested inward and 2-way 7 Flat Rate Primary Rate ISDN (1-1LD1E,1- $.00 $530.00 WDDKR PR71 V,23-PR7BV) 8 Optional Calling Plan, $.00 $40.00 OCWAD Aggregated Extended Local Calling Plan, 10,000 Minutes Per Month Plan, Per Plan -Overage rate of $.045 per minute of use (Minimum of 17 B-Channels per PRI required.) 9 BellSouth® Primary Rate ISDN, PRI Overflow $.00 $.00 PP7OF Feature for Voice/Data Arrangements, 10 BellSouth® Centrex service, Payment $.00 $45.00 M1 ACS Plan 2, Standard common equipment, each 11 BellSouth® Centrex service, Payment $.00 $45.00 M1ACC Plan 2, Common equipment customized by the Company at the subscriber's request, each 12 BellSouth® Centrex service, Standard Features, $.00 $3.95 CENAA per station line, each 13 BellSouth® Centrex service, Payment $.00 $14.55 MaLF'A Plan 2, Station Links, Flat Rate, each Page 3 of 7 aw Contract Service Arrangement Agreement Case Number FL09-4716-05 Option 1 of 1 RATES AND CHARGES Rate Elem@nts Non-Recurrina Monthly Rate UI ii 14 BellSouth@ Centrex service, Payment $.00 $14.55 M4LFB Plan 2, Station Links for 800 Service Termination, Flat Rate, each 15 BellSouthO Centrex service, Payment $.00 $14.55 M4LFH Plan 2, Station Links Equipped with Caller ID, Flat Rate, each 16 BellSouth® Centrex service, Payment $.00 $14.55 M4LFM Plan 2, Station Links for Provision in a Different Serving Wire Center, Flat Rate, each 17 BellSouth® Centrex service, Payment $.00 $14.55 M4LFZ Plan 2, Station Links for Provision in a Different Serving Wire Center for 800 service Termination, Flat Rate, each 18 BellSouth® Centrex service, Payment $.00 $.00 M4LF9 Plan 2, Station Links Termination on MegaLink® service, LightGate® service, or Equivalent Services, Flat Rate, each 19 BellSouth® Centrex service, Payment $.00 $.00 M4LF2 Plan 2, Station Links Termination on MegaLink® service, LightGate® service, or Equivalent Services for 800 service Termination, Flat Rate, each 20 BellSouth® Centrex service, Payment $.00 $14.55 M1 FNX Plan 2, Bridged Links, located on different premises from station link on non -continuous property, each 21 BellSouth® Centrex service, Payment $.00 $14.55 M1 FCX Plan 2, Bridged Links, located on different premises from station link on same continuous property, each 22 BellSouth® Centrex service, Payment $.00 $14.55 M1 FEX Plan 2, Extended Bridged Links, extended to different premises, different serving wire center, each 23 BellSouth® Centrex service, Network Access $.00 $17.26 M9OCX Register (NAR) Package, per NAR, Both -way, Flat Rate 24 BellSouth® Centrex service, Network Access $.00 $17.26 M9Q1X Register (NAR) Package, per NAR, One-way Inward, Flat Rate Page 4 of 7 i atm Contract Service Arrangement Agreement Case Number FL09-4716-05 Option 1 of 1 RATES AND CHARGES Rog Elements Non -Recurring Monthly Rate USOC. 25 BellSOutW Centrex service, Network Access $.00 $17.26 M90OX Register (NAR) Package, per NAR, One-way Outward, Flat Rate 26 Grouping Service, Business, per NAR made $.00 $.00 HTG rotary Page 5 of 7 W aUt Contract Service Arrangement Agreement Case Number FL09-4716.05 Option 1 of 1 RATES AND CHARGES NOTES: 1. Extended Local Calling Plan is an optional service designed to provide intraLATA long distancettoll calling for business customers via a monthly rate for a fixed number of long distancettoll minutes for all calls that are dialed to exchanges within the LATA, but outside the Local Calling Area (LCA) as defined in Section A3 of the General Subscriber Services Tariff. a. The Extended Local Calling Plan accumulates intraLATA minutes within the same state Revenue Accounting Office (RAO) from single earning numbers/locations/account numbers (non -aggregated) and/or multiple earning numbers/locations/account numbers (aggregated). b. A customer may have both non -aggregated and Aggregated Extended Local Calling Plan on the same agreement. c. Extended Local Calling Plan is available only in conjunction with the following flat rate services: 1) BellSouth Primary Rate [SON w/Flat Rate B-Channels 2) Flat Rate Single Line Business 3) Flat Rate Multiline Business Rates for these services include local usage in the Local Calling Area and are in addition to those for Extended Local Calling Plan. d. Extended Local Calling Plan customers may aggregate usage of like services from different earning numbers/locations/account numbers within the same state Revenue Accounting Office (RAO). Extended Local Calling Plan customers may not aggregate usage of unlike services. For example, customer may aggregate usage for flat rate simple business lines and flat rate complex business lines, but may not aggregate usage for flat rate business lines and Primary Rate ISDN). e. The Extended Local Calling Plan is furnished subject to the availability of facilities. f. Extended Local Calling Plan usage will be determined as follows: 1) Extended Local Calling Plan incurs a monthly flat rate for a fixed number of minutes (Minutes Per Month Plan) to exchanges within the LATA. 2) Minutes that exceed the Minutes Per Month Plan fixed allowance will be charged a per minute rate for each additional minute. 3) Extended Local Calling Plan usage will be rounded in six (6) second increments. g. Call Detail will not be available on the Extended Local Calling Plan customer bill, and will not be available for customer review. h. In the event that minutes of use for calls terminating in an Independent Company Exchange exceed 15% of the customer Minutes Per Month Plan allowance, AT&T reserves the right to terminate that customers Extended Local Calling Plan. 2. In the event that a material change in Customer's business conditions jeopardizes Customer's ability to perform the teens and conditions stated herein, then AT&T and Customer both agree to make a good faith attempt to renegotiate any unfavorable term or condition. No change, amendment or modification to this agreement may be made without the mutual, prior and written consent of both parties and shall be consistent with the provisions of all applicable tariff(s). 3. If Customer disconnects all service offered on this Agreement prior to the expiration of this Agreement, then a Contract Preparation Charge applies in the amount of $326.00 in addition to Customer's obligation to pay the Commitment Shortfall for the remainder of the term of this Agreement. FOR PRIMARY RATE ISDN SERVICE WITH EXTENDED LOCAL CALLING: Page 6 of 7 aw Contract Service Arrangement Agreement Case Number FL09-4716-05 Option 1 of 1 4. All applicable rates and regulations for BellSouth® Primary Rate ISDN as set forth in the General Subscriber Services Tariff are in addition to the rates and regulations contained in this Contract Service Arrangement with the exception that volume discounts as outlined in the tariff do not apply. 5. Apply five End User Common Line Charges for each PRI Interface. 6. Other rate elements used in the provision of the service may not have been listed herein, but can be found in the appropriate BellSouth tariff. 7. Customer is responsible for miscellaneous charges when applicable. (Examples are local, state, and federal taxes; Universal Service Fund charge; End User Common Line charge; etc.) 8. The rates set forth in this Agreement are based upon Customer retaining and agreeing to pay AT&T for the minimum number of B-Channels per PRI required for the Extended Local Calling Plan, Minutes Per Month Plan(s) ordered within the same state Revenue Accounting Office throughout the term of this Agreement (detailed below with its associated Minutes per Month Plan). Minutes Per Month Plan Minimum PRI Minimum B-Channels Per PRI 1,000 1 10 2,500 1 10 7,500 1 10 10,000 1 17 15,000 1 17 30,000 2 17 45,000 3 17 60,000 4 17 75 000 5 17 90,000 6 17 9. Nonrecurring charges associated with this Agreement shall not apply. However, if all or any part of the service is disconnected prior to the expiration of this Agreement, then the Customer will pay full nonrecurring charges as identified below in addition to applicable termination liability charges: PRI Access Line 1LD1E $875.00 each PRI Interface, Voice/Data Standard PR71V $110,00 each PRI B-Channels Voice/Data Standard PR7BV $5.00 each Standard Features CENAA $19.50 each Customized Common E ui ment M1ACC $750.00 each Standard Common Equipment M1ACS $600.00 each L.Prima!yRate ISDN Overflow PR7OF $100.00 each 10. Payment Plan designation is for provisioning purposes only. All trademarks and service marks contained herein are owned by AT&T Intellectual Property and/or AT&T affiliated companies. END OF ARRANGEMENT AGREEMENT OPTION 1 Page 7 of 7 ..... Schedule 1-3: Delegation Of Authority Letter Effective Date 8-11-2009 Expiration Date 8-10-2010 1 (May not exceed 1 year) to accordance with the Schedule of Authorizations for Affiliates of AT&T Inc., authority is delegated to the following employee: !Lori M. Y un loyee (Delegate) Name and Title Delegate 4gn tur 1 s� I vel Manager Level -81 Date —IV2679 ATTUED Reason for delegation and/or indication of specific delegated transactions or limitations; Blanket Authority 10ut of Office Only Other Reasorr__ countersigning contracts Delegated by; $andv Markiewicz _Goners!^Mgr Empl�yee (Dele ar) Name and Title Manager Level It p legator S gn tur Date 0 Delegator's %P& sor Na and Title (If Delegator is below GenerarlAqnager level) X Other sm4262 ATTU I D FEB 23 1996 04:28 FR TO 8214761826e P.01/01 Schedule 1-3: Delegation Of Authority Utter I Effective Date 0-1 yQy { n q I Expiration Date 0-7I23 IItj I (May not exceed 1 year) I In accordance with the Schedule of Authorizations for Affiliates of AT&T Inc., authority is delegated to the following employee. CUB S(221- Employee (Delegate) Name and Title Manager Level ATTUID WX&r 7 -a-3 �r legate Signature Date Reason for delegation and/or indication of specific delegated transactions or limitations: Blanket Authority Out of Office Only Other - Delegated by: Employee (De Bator) Name and Title Manager Level q-4� Delegator Signature Date -- oc; Delegat Supervisor Name and Title (If Delegator is below General Manager level) a irkX9'.2 AT"T`UID ** TnTAi PAGF . A 1 **