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Res No 043-12-13600RESOLUTION 43 -12 -13600 A Resolution authorizing the City Manager to enter into a three -year agreement with FPL FiberNet, LLC to provide internet service and to replace existing network connections at Parks and Recreation, Public Works and City Hall. WHEREAS, the City requires internet service and related connections to enhance communications and the performance of City business; and WHEREAS, the City currently has a network that is not sufficient to handle the activity and traffic; and WHEREAS, FPL Fibernet LLC offers a fiber based system that will increase the capacity and performance of the network while providing a cost effective solution and savings beginning in Year 2 of the agreement, NOW, THEREFORE, BE IT ENACTED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The City Manger is hereby authorized to enter into a three -year contract with FPL Fibernet, LLC and cancel existing network agreements to upgrade and increase the performance of the network. Section 2. Severability. If any section, clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date: This resolution shall take effect immediately upon adoption. PASSED AND ENACTED this -21 stday OfFebruary_, 2012. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION THEREOF APPROVED: 1)o6� L F COMMISSION VOTE: 5 -0 Mayor Stoddard: Yea Vice Mayor Liebman: Yea Pg. 2 Commissioner Welsh: Yea Commissioner Newman: Yea Commissioner Harris: Yea South Miami R!!•A1nf;iEC1C�lY CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM 2001 To: The Honorable Mayor & Members of the City Commission From: Hector Mirabile, PhD, City Manager Date: February 8, 2012 f SUBJECT: A Resolution authorizing the City Manager to enter into a three -year agreement with FPL FiberNet, LLC to provide internet service and to replace existing network connections at Parks and Recreation, Public Works and City Hall. BACKGROUND: The City currently has three internal network circuits located at Parks, Public Works and City Hall. Reliability and performance of the circuit is compromised since all traffic goes through City Hall. Basically, the IOMB circuit is undersized for the amount of traffic. Transitioning to the FPL Fibernet option will increase the City Hall circuit to 20MB and enhance the performance and reliability of all circuits, while providing a complete fiber based system. Fiber systems have more bandwidth capacity, as well as, not as susceptible to lighting strikes as copper based systems. The City's three circuits are currently under contract with 10 months of service left on the contract. The terms of the contract allow for early termination as long as 50% of the outstanding fees are paid. We are paying $2,274 per month, less 50% would leave $ 1,137 per month. Over the remaining 10 months, the City's obligation is $11,370. On the Internet side of the equation, the FPL Fibernet option will increase the City capacity with a 50MB circuit. The City had previously budgeted $ I, 150 per month to replace the existing 1.5MB circuit with IOMB; however the performance enhancements will be a significant improvement over the planned IOMB circuit. This option will provide the City with significant savings while increasing the capacity and performance of its network and internet connections. The monthly fee from FPL Fibernet is $450; a savings of $4,900 over the remaining 7 months budgeted for internet service. The savings in the first year of this transition will offset most of the $11,370 termination fee with a net savings to the City of $6,538. Year 2 savings of $11,208 will be realized when the early termination fee has been paid. Net contract savings over three - years, 22,254. Costs and projected savings are listed below: Year 1; 7 Mths Year 2: 12 Mths Remainder of Current _ FPL Savings /Costs Savings /Costs Circuits 3 10MB circuits $758.00 2 10MB circuits $675.00 Termination $11,370.00 $11,208.00 FPL Contract 1 20MB Circuit $690.00 Per Month $2,274.00 $2,040.00 $234.00 $234.00 7 Remaining Mths $15,918.00 $14,280.00 Net Savings Savings $1,638.00 $2,808.00 Less ATT Early Termination Internet 10MB 50MB Net Contract Per Month $1,150.00 $450.00 7 Months $8,050.00 $3,150.00 Net Savings $4,900.00 $8,400.00 Net Fibernet Savings $6,538.00 $11,208.00 Remainder of ATT Contract; 10 Mths $22,740.00 50% Early __r ..._.. Termination $11,370.00 Net Shortage Year 1 _........ _ ($6,538.00) Total Expense to Account $28,800.00 Annual Contract Savings $11,208.00 FPL Contract Term 3 Total Contract Savings $33,624.00 Less ATT Early Termination $11,370.00 Net Contract Savings $22,254.00 MIS previously secured internet quotations with the intention of increasing bandwidth for the City. FPL Fibernet offers the lower cost option: VENDOR FPL Fibernet Per Mo. $450.00 Windstream $875.02 Level 3 Communications $1,284.37 Qwest $1,271.00 EXPENSE $28,880 from account 001 -1340 -513 -4632, with a correct balance of $342.34 ATTACHMENTS: Resolution Fibernet Service Agreement Fibernet Service Order: Ethernet Fibernet Service Order: DIA Current AT &T Internet Contract SERVICE AGREEMENT This Service Agreement (together with any annexes, addenda and exhibits attached hereto (the "Service Exhibits"), collectively, the "Agreement') is entered Into by and between FPL FfberNet, LLC. ("FN" and the customer tdentifed below ({"Customer," and together with FN, "the Parties). This Agreement shall govern services provided by FN in accordance with, and pursuant to, one or more FN Service Orders ( "SO" or "S0s 1r) executed by the Parties ( "Services "y. For the avoidance of doubt, SO's submitted through Customer's registered account On P'rovider's Internet portal and accepted by Provider shall be considered as executed by the Parties. Customer dba name (if any) Address Address City City of South Miami 6130 Sunset Drive South Miami Statefb ZIP 33143 Billing Contact Alfredo Riverol <= Company Billing Name r Same Toll Free Billing Name Billing Contact Phone (3051663 -6336 _ BY SIGNING BELOW THE CUSTOMER ACKNOWLEDGES AND AGREES: (1) TO ABIDE BY THE TERMS OF THIS AGREEMENT; AND (11) THAT THE PERSON SIGNING BELOW HAS THE AUTHORITY TO BIND THE ABOVE NAMED CUSTOMER TO THIS AGREEMENT. AGREED AND ACCEPTED: FN SIGNATURE AND DATE PRINT NAME AND TITLE 1. SERVICES a. Customer acknowledges and agrees that the Services may be offered by FN or a third party and are subject to (I) compliance with all applicable laws and regulations; (id) obtaining any Wmeslic or foreign approvals and authorizations required or advisable; (ill) continued availability of any of the Services In any jurisdiction, country or to any location; and (Iv) continued availability of access lines in any particular jurisdiction, country or location. Customer acknowledges and agrees that FN may elect not to otter the Services In or to any paritcular jurisdiction, location or country, or may block Services to or from any particular jurlsdiclion, location or country If FN deformines, In its sole discretion, that the continuation of such Service is not permitted or advisable. b. FN's provision of the Services to Customer and the avallabilily of the pricing, as set forth In the applicable SO, are subject to avallabtifly of any required facilities. FN will provide the Services or cause the services to be provided directly to Customer in accordance with this Agreement, any Ssrvice Exhibits attached hereto, and any SO entered into by the Parties, It for any reason FN does not provide some portion of the Services itself, Customer hereby authorizes FN to act as Customer's agent and sole contact with any third party which FN may designale in Its sole discretion to provide any portion of the Services direcliy to Customer. In such an event, FN will present to Customer conselldated invofces for all portions of the Services and remll such payments as are approprlate to any other entity providing any porllon of the Services. Customer agrees to direct all inquiries, Issues and disputes regarding the Services solely to FN. This Agreement applies only to Services provided to Customer, and shall not apply to offerings by Customer of services to end users. The provision of Services by FN as sat forth in this Agreement does not constitute a joint undertaking wllh Customer for The furnishing of any service or capacity to end users. FN does not undertake In this Agreement to make FN's Services available to any person or entity other than Customer. 2. EQUIPMENT AND FACILITIES. In the event Customer's use of the Services requires FN to provide certain equipment, such equipment will be specified In each applicable Service Exhibit, FN will install certain facilities necessary for the Services, including but not limited to cable, wiring, conduit, racks, telecommunications equipment, electronic equipment, and any associated hardware (collectively, 'FN Facililles") at 111 a premises identi[led on each SO (fire "Premises"). Notwithstanding the foregoing, Customer shall be responsible for all inside wiring Installation and related costs required to provide ServlceS to the Customer. Customer hereby grants FN the right to enter the Premises from time to time for Installation, repair andfor maintenance, as requested by FN. It the property on which the Premises Is located is owned by a third party, this Agreement shall be expressly contingent upon FN's ability to secure a right of entry onto sold,properly to provide the Services. Customer agrees to assist FN in obtaining fire right to install the FN Facilities on any Premises owned by a third party. Customer will promptly notify FN of any known or threatened damage to FN Facililles. Customer will' not relocate, repair, or disturb FN Facilities without FN's prior written consent, 3, INSTALLATION. FN will notify Customer upon completion of Installation of the Services and will request Customer's participation In promptly testing the Services. Customer may elect to participate with FN In testing the Services, The Services will commence upon completion of FN's testing of the Services (with or without Customer's participation) or two (2) business days alter FN's Installation of the Service and live (5) business days after FN's installation of The Service in the case of dedicated Internet access services, and such date shall hereinafter be referred to as the "Service Commencement Date "; provided, however, that any commercial use of the Service by Customer shall accelerate the Service CUSTOMER SIGNATURE AND DATE PRINT CUSTOMER NAME AND TITLE Commencement Dale to such date of usage. Actions by Customer that unreasonably prevent or delay installation or testing shall not be construed to create a Default by FN or give rise to any SLA credits, 4- TERM. The term of this Agreement ( "Service Term ") shall commence on the date of the last signature set forth above and shall remain In effect until terminated by either Party upon thirty (30) days written notice or until terminated under Section 10. In the event that the Service Term is terminated or expires while Service is still being provided under any SO, the Service Term shall automatically be deemed extended for the duration of the provision of such Service, but during such extension Customer shall not be entitled in submit new SOs, or extend the term of any existing 5Os without the prior written consent of FN. In the event that an SO expires during the Service Term and The Service Order term is not renewed by mutual consent of both parties, then the SO shall renew on a month -to -month basis until the end of the Service Term unless canceled by either party upon thirty (30) days written notice, 5. PAYMENT. Customer agrees to pay all usage based billing along with any monthly recurring charges ( "MRCs "), Non Recurring Charges ( "NRCs ") and Monthly Volume Commitment ( "MVC ") set forth in each SO (collectively, "Service Charges "). Customer shall be responsible for and agrees to pay all applicable federal, state and local taxes, fees, assessments, surcharges or additional charges imposed by any regulatory or quasi- reroulatory authority, Customer and Provider shall cooperate In taking all reasonable actions necessary to minimize, or to qualify for exemptions from, any such taxes, duties or liabilities, including the furnishing of a universal service waiver form . The MRCs will accrue beginning on the Service Commencement Date (or such earlier dale as the Customer and FN may agree upon in writing), and will be billed monthly in advance. The NRCs wilt be billed In the first Invoice as a nonrecurring fee. The MVC will be billed each month that a short fall exists between the actual usage billed and the MVC agreed to in each SO. Payments shall be made by electronic transfer as mutually agreed, and are due no more than thirty (30) days after the date of the Invoice. Interest will accrue on past -due balances at one and one - quarter percent (1.25%) per month. If Services are discontinued as a result of nonpayment of tees and subsequently reconnected, Customer will be requleed to pay a reconnection fee In addition to applicable interest. Customer shall provide FN with credit Information as requested, and delivery of Service Is subject to FN's credit approval In Its sole discretion, FN may require Customer to make an advance payment of one (1) month's MRCs before Service Is provided. As a condition to FN's acceptance of any SO or as a condition to FN's continuation of Service, FN may, at any time, also require Customer to provide. (f) a cash deposit, or (IQ another form of payment assurance acceptable to FN (e.g., a letter of credit). At such time as the provision of Service to Customer Is terminated, the balance of any cash deposit (not otherwise credited against any amounts owed to FN) will be refunded, together with any interest on such cash deposit at the prevailing rate required by law. G. BILLING DISPUTES, All Bona Fide Disputes (as defined below) along with complete documentation must be submitted in writing together with payment of all amounts due or, alternatively, If Customer has already paid its Invoice, Customer shall have sixty (61f) calendar days from Invoice date to give notice of a Bona Fide Dispute regarding such invoice, and documentation thereof, otherwise such invoice will be deemed correct Notification and complete documentation of a Bona Fide Dispute must be sent to: FPL FlberNet, LLC, 9250 tN_ Ffagter St.; Miami, FL 93174, Attn: ACCOUNTS RECEIVABLE. An amount will not be considered "in dispute" until Customer has provided FN with written ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN CUSTOMER'S INITIALS 10. ATTORNEYS' FEES. In the event of any arbitration or other legal action filed in relation to this Agreement, the prevailing party shall be entitled to recover from the non - prevailing party reasonable attorneys' fees and reasonable court or arbitration costs. 19. REGULATORY CHANGES. In the event of any change in applicable laws, regulations, decisions, rules or orders issued by the Federal Communications Commission, a state Public Utility or Service Commission, a court of competent jurisdiction or other governmental or quasi - governmental entity (a "Regulatory Requirement ") that materially increases the costs of Services provided by FN, FN reserves the right to pass any such increased costs through to Customer as a rate increase. FN shall provide written notice of any such rate change no less than thirty (30) days prior to such rata change. 11 any Regulatory Requirement has the effect of canceling, changing or superseding any material term with respect to the delivery of Services (other than changes which are the subject of a rate Increase as described In the foregoing sentence), then this Agreement will be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and Is necessary to comply with the Regulatory Requirement. It the parties cannot agree to modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement Is effective, then either party may terminate this Agreement and /or any SO Impacted by the Regulatory Requirement effective as of the date of such party's written notice to the other party. 20, NON - DISCLOSURE; CPNI. a. The provisions of this Agreement (including, but not limited to, pricing) are considered proprietary and confidential by the parties hereto, and as such are not to be released to third parties except as may be required by law or as may by necessary to permit FN to perform its obligations hereunder. No Party, without the other Party's specific prior written consent, shall disclose to any third party any Information supplied to it by the other which has been designated as CONFIDENTIAL or PROPRIETARY or PRIVATE ( "Proprietary Information ") to the extent such Information is not required to be disclosed pursuant to any applicable Public Records Laws of the State of Florida and (i) Is not otherwise generally available to the public, (ii) has not been independently developed by the receiving Party, or (ili) has not previously been known by or disclosed to the receiving Party by a third party not bound by confidentiality restrictions. Proprietary Information shall only be disclosed to those of its employees, affiliates, and representatives (collectively, Representatives') who have a need for It to connection with the use or provision of Services required to fulfil this Agreement. Prior to disclosing Proprietary Information to its Representatives, the disclosing Party shall notfiy such Representa[lve(a) of their obligation to comply with this Agreement. If a receiving Party is required by any governmental authority or by applicable law to disclose any Proprietary information, then such receiving Party shall provide the disclosing Party with written notice of such requirement as soon as possible and prior to such disclosure to enable the disclosing Party the opportunity to seek appropriate protective relief. b. In the course of providing Service to Customer, FN will obtain and possess certain usage- related information about the quantity and type of the telecommunications services Customer uses ( "CPNI'). Under federal law, Customer has the right, and FN has the duty, to protect the confidentiality of Customer's CPNI. FN agrees to protect the confidentiality of Customer's CPNI during the term hereof, or for such longer period as may be required under applicable law. FN may use. disclose, and share CPNI for the purpose of provisioning the Services purchased under this Agreement and as permitted by law. To the extent the undersigned Is a dealer -sold customer, FN may use and share CPNI for the purpose of marketing communications-related products and services to Customer as set forth in FN's CPNI Opt -In Notice. FN reserves the right to intercept and disclose any transmissions over FN's Facilities to protect its rights or property or pursuant to court order or subpoena. 21, MISCELLANEOUS. This Agreement, along with all SOs, Exhibits, and any amendments signed by both parties, as well as any applicable Tariff(s), shall constitute the parties' entire understanding related to the subject matter hereof and shall supersede all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein, and references herein to this "Agreement" include all such terms forming the Parties' understanding. In case of conflict between or among documents attached to or forming a part of this Agreement, the following order of precedence shall apply: the terms set forth herein shall control over any Exhibit or SO, and any specific information in a SO shall prevail over any Exhibit as to that Service with respect to price, SO Term, Service locations and other Service - specific terms contained in the SO. The terms of any Customer purchase order shall have no bearing on this Agreement. The terms of this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any third party. Any provision that is prohibited in any jurisdiction shall, as to each jurisdiction, be ineffective to the extent of such prohibition without invalidating the remaining provisions hereto or affecting the validity of such provisions in any other jurisdiction. The failure of either party to enforce any right available to it with respect to any breach or failure by either party shall not be construed to be a waiver of such right with respect to any other breach or failure. Customer warrants [hat it has the right and authority to enter into and perform its obligations under this Agreement. ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN CUSTOMER'S INITIALS Service Exhibit A Performance Objectives: a) Guaranteed throughput as specified (10/100/1000 or fraction thereof). Note that guarantee is only for committed information rate (CIR). CIR guarantee applies only when VPN service does not by design limit the deliverable CIR (for example, customer orders point to multi -point VPN with the CIR of hub site being less than summation of the CIR's of all of the remote sites). b) Service Continuity — If service is fully protected including but not limited to fiber, route, and equipment protection ( "Protected Service "); then, in the event of protected facility failure, service will switch to an alternate facility in 50 ms or less. Services which are not Protected Service are "Unprotected Services ". Selected Optional Features (additional fees may apply) • Protection; fiber and route diversity for local fiber infrastructure (Ethernet/ IP VPN & DIA) • Jumbo Frame; MTU set to 9000 bytes (available only with 1000Mbps ports for Ethernet VPN) • VLAN Service; additional service through same physical port (for Ethernet VPN) • Additional 100 or 1000Mbps Lag Port (requires protection value added feature for Ethernet/ IP VPN & DIA)) • Quality of Service; ability to prioritize traffic (for Ethernet/ IP VPN) • Bursting; allows for traffic In excess of CIR up to physical port speed (best efforts for Ethernet/ IP VPN & DIA) • Multicasting; allow for multicasting up to CIA (for Ethernet/ IP VPN) • Inter Metro; allow for VPN service across multiple Provider Ethernet Metros (for Ethernet/ IP VPN) The performance objectives for Standard Ethernet VPN over Copper and Standard Dedicated Internet Access (DIA) Services over Copper are as follows (Unprotected Service): • Latency (RTD) s tOms per Copper tall added to latency specification SLA for Standard Ethernet VPN 'and Standard Dedicated Internet Access • Availability a 99.9% (Unprotected Service) • Packet Delivery a 99.9% (Unprotected Service) • Standard circuit provisioning lead limes: On -net provisioning lead time is 30 -45 business days, and off -net Is 60 business days after permits are received. Service provides customers with 3, 5, and 1 OMbps transport services, point to point or multipoint (VPN only), and electrical port interfaces D. The performance objectives for Wavelength services (2.513 or 10G waves) areas follows: a) Availability: "POP to POP" Service -- 99.00% b) Definition and Measurement: Wave availability is a measure of the relative amount of time during which a wave Is available for Customer use during a thirty (30) day calendar month. "Service Unavailability' Is defined as the periods for which a wave experiences a complete loss of service, or for which the BER for the wave falls below 1 x 10'6. Technical Transmission Specification Standards Provider and its facilities pertaining to D83, SONET (OC -N), STM -N (SDH), and Ethernet performance adhere to the following Technical References and Standards: High Capacity Telcordia GR -54, GR- 253 -CORE, and GR -342 Self - healing Rings GR -496 Ethernet G742 (LCAS), G7041 (GFP), G707, IEEE 802,1P, IEEE 802.10, 802.11W, IEEE 802.11D, IEEE 002., 1w (Rapid Spanning Tree (FISTP), IEEE 802.1w)ls (Multiple Spanning 'Free), IEEE 002.3x (Flow control), SNMP v2 /3, IEEE 602.17, MPLS FAR, MPLS- PWE -3, VPLS, and H -VPLS, MPLS -VLL., RFC 3619 (SAPS), RFC 2238, RFC 3376, SDH Services ITU -T G.526 or ITU -T G.828, ITU G.783, ITU G.957, ITU G.707, as applicable SONET Specifications and Timino Issues OCN Transmission parameter limits, interface combinations, and technical specifications applicable to Interstate Carriers for Customer Interconnection at Provider POPS are contained In ANSI TI.403.1989 and TI.404 -1989. DS3s carried ever Synchronous Optical Network ( SONET) transport systems can Incur phase transients as a result of pointer adjustments. In some instances timing problems could surface In Customer's equipment Witt) Stratum 3 or better clocks. This may result in the Customer's clock disqualifying its synchronization reference, generating an aiarm and/or selecting an alternate reference or entering holdover. To insure proper operation, channelized DS3 circuits mush comply wtlh Bellcore Technical Advisory, OR-436. Digital Synchronization Network Plan, and ANSI TI.101 -1994. When timing is taken from a Provider transported DS3, the Cuslomer's equipment must be capable of accommodating SONET pointer adjustments. SDH Timina Issues Ell service signal Frame structure will comply with ITU -T G.704. STM service signal frame structure will comply with ITU -T G.707. Electrical signal interfaces will comply with ITU -T G.703. Optical signal interfaces will comply with ITU- T G.957 ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN 5 016 CUSTOMER'S INITIALS 'A :FPL Fibeir"NWr,, FPL FIBERNET ETHERNET SERVICE ORDER Service Order Fax Number: (888) 835 - 9170 FiberNet Fax ServerOWPL.com Customer Information Customer PON #: FPL FN Service CV #: CKR Code: 'BAN #: Customer Name: City of South Miami SR #: Customer Initiator Name: Hector Mirabile Ph.D SA Execution Date: Pending Address: 6130 Sunset Drive 1P/Ethernet Addendum Dati Pending City, State, Zip Code: South Miami, FL 33143 :Billing Contact: Alfredo Rlverol Customer Initiator Phone: (305) 668 -2510 Billing Address: 6130 Sunset Drive Customer Initiator entail: HMirabile @southmiamifl.gov City, State & Zip: South Miami, FL 33143 mti tator t other an tor Ini 'alor ' David Radunsky Billing Phone: (305) 663 -6338 Implementator phone '786.261.9593 Billing Fax: (305) 663 -6345 :Implementator entail drandunsky @intldata,com Billing eMail: Ariverol @southmiamitl.gov Customer Technical Contact: David Radunsky Customer Technical Phone: 786.261.9593 Customer Technical Cell: '786.261.9593 Customer Technical entail: drandunsky @intldata.com Order Details Order Type: New Date Sent: January 26,201Z Expedite Requested? Desired Delivery Dale: February 29, 2012 Term/VTA: 36 Months Supplement: Version: Service Details !Product Type: Ethernet VPN Topology: jPoint to Multipoint Value Added Services JUMBO Ethernet MTU ii Yes (9000 bytes) QoS: Ir Yes Mullieasting: �r Yes Location Information Ilub /A loctRemote I Z Ioc/Remote 2 Remote 3 Remote 4 Node Activity: New New New CLLI Code: Physical Address: 6130 Sunset Drive 4795 SW 75th Ave 5800 SW 66th St 'City, Sate, ZIP: South Miami, FL 33143 Miami FL 33155 South Miami FL 33143 Demarc/RnvT, In 2nd Fl Ist FL 1st FL Building Name: City Hall Public Works Parks Site Contact: Art Gim elson Art Gim elson Art Gim elson Site Phone No.: 305.663.6320 305.663.6320 305.663.6320 Customer's Circuit ID: Location's CV #: CIR: 20Mbps 1OMbps 10Mbps ate CIR: 11 r Yes 1f Yes I— Yes � Yes rt T e: 10OMb s 100Mb s 100Mb s rt Media: F 100BaseTX(100m/CAT5e) 100BaseTX(100m/CAT5e) 100BaseTX(I00m/CAT5e) net DlMode: Tull Du lex Full Du lex Full Du lex Res onsibilit : Customer Customer Customer Demarc Device Power: 120V AC 120V AC 120V AC Demarc Mounting: 19" Rack Mount 19" Rack Mount Wall Mount Monthly Rec rring Charge- 1$690.00 $675.00 $675.00 Non Recurring Charge- 1$0.00 $0.00 $0.00 FPL FIBERNET DIA PREMIUM SERVICE ORDER Service Order Fax Number: (888) 835 - 9170 FPL. JberNet Fax Server0l'13L.COm plbetr hgat.: C Customer InfOrtttatliln C'uslomer PON#: _ 1FPL FN Service CV#: — ^- CKR Code: IRAN #: Customer Name: City of South Al III 4 SR #: Customer Initiator Name: :Hector Mobile Ph.D SA Execution Dale: Pending •Addressi 6130 Sunset Drive IP /Elhernot Addendum Dot Pending ,City, State, Zip Code: South Mian i, FL 33143 Billing Contact; .Alfredo Riverol Customer Initiator Phone: (305) 668 -2510 Billing Address: 16130 Sunset Drive Customer Initiator ¢Mail• 111Mirabll0southmiamill,gov City, Slate & Zip: South Miami, FL33143 ri—ikpirmentnior irvrt err an Initiator David Radunsky Billing Phone: 005) 663.6338 Ilmplementator phone (305)253.7677 Billing Pax: 1;305) 663.6345 IrmplementotorWalk drandunakyMnlldnta.cum BillingeMall: ,AriveroWseulhmiamlil,gov CustomerTechnkalContact: DavidRadunsky Customer TecMical Phone: 786.261.9593 CuslomerTechnicalCelh 786.26195+13 CuslomerTechnfcaleMail: de•andansky�intldaraXVenr Order Details DrderType: IJNCW Dale Sent: January 26, 2012 Cxpedlta Requestcd7 Desired Delivery Date: February Z9,2012 rerm/VTA: 136 Months Supplement: Version: Service Details Frodael Type: Dctticaltd Internet Acec.%- Premium Routing Type (Protocol): I NO Routing (DIA Interconnection Type: Routerless, Customer Firewall BGP Routes: Reverse DNS: 17 Yos IP Space Requested: Complete and 60ine in [P Forms (Forward DNS: 17 YeN AS# (s)t pPL FiberNet Allocated IP Address Spnce (Forst Required): IZ Yes Customer IP AddressSpmee Adverllsing (124 or greater)i Ycs Nianaged Services Details Only Fill — out this section when Mauq ed Rooter is chosen in the Service Details shove (VAT _ 1f Intic NAT is required ptease 1119 privaie IP Addresses In Comments section of this service order DHCP (Private IPs Only) If Customer ddined DHC1' is regmIred ploase 05t prirnle 1P Address Pool in tnmmrrits seclion oI Ihls sr•rvfre order Locniion Ldorrnntion Hub /A I.N.I. 1 Z loe/Bemole 2 Remote 3 Remote 4 Node Activlt : New ICLLI Code: Physical Address: 6130 Sunset Drive Uly, Sate, ZIP: youth Miami, FL 331,15 DemardRm/Plr: 2nd FL Building Name: Cit Hall Site Conlach Art Gimpe Lyon Mite Phone NU.: 305.663.6320 Customer's Circuit ID: lAeatlon's Cv #: _ tC1R• SOMbps Aare ate CIR: rYPE 11 II— YeN I Yes _ I— Yes Ycs ICE Port T 100mb CE Pori Media: ,1008eseTX(100m1CAT5e) bYhernel Duplex Mode: FLIT Duplex LOA Res onsibtilt ,, I Customer Demam Device Power: 1120V AC Demare Mounting- 19" Rack Mount [vlonthl Rccu Clu, er $450.00 lVon Recurrin Charge. Jill C RESOLUT10111NO, 225 -09 -13034 A RESOLUTION OF THE MAYOR AND CITY COMiMIISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO INTRANET CONNECTION: AUTHORIZING 'IME CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AT&T SERVICES FOR TIME -YEAR LEASE TO UPGRADE THE INTRANET SERVICE AT CITY HALL, PUBLIC WORKS AND PAIitK,S AND RECREATION; AND CHARGING TIM MONTHLY FEES OF $2,250.00 FOR METRO ETHERNET SERVICE, 10MG FOR CITY TIALL, PUBLIC WORKS AND PARKS AND RECREATION, TO ACCOUNT NUMBER 001 - 1349. 513 -4632, ENTITLED LEASE PURCHASE INTRANET EQUIPMENT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in on effort to provide enhanced infomation to the citizens of South Miami, the Mayor and City Commission desires to upgrade the Intranet System, keeping pace with "Iges necessary for Fetter speed and capability:. WHERBAS, the upgrade will result in better Intranet speed connection for City Hall, Public Works and Parks andRecreation; WHMEAS, the change will result in upgrading the Bandwidth from 25610 to I OMg; . NOW T Ib3FORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section I. ' That the City Manager is hereby authorized to enter into a throo -year lease agreement with AT &T needed for the upgrade. Se That the monthly payment In an amount of $2,250.00 will be charged to account number 001 - 1340 -513 4632, entitled Lease Purchase Intranet Equipment and Software, with a current balance of $47,691.69 This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this 1 thday of December, 2009. A` TESM APPROVED: CITY CI-E MAYOR READ N APPROVE[) A T FORM: COMMISSION VOTE: 4 -0 ' } Mayor Feliu: Vice Mayor Beasley: Commissioner Palmer: Yea Yea yea ATT40RINEY Commissioner Newman: yea Commissioner Sellars: absent oq S,° r'� South miar ll CITY OF SOUTH MIAI T DAM Erl,a v OFFICE OF THE CITY MANAGER tot-k r �,,u" INTER- OFFICE MEMORANDUM 2001 To: The Honorable Mayor and Members of the Commission Date: December 01, 2009 Via: Roger M. Carlton, Acting City Manager From: Gremef Reyes / MIS Manager Agenda Itom No.: Subject: Lease Agreement with AT&T for 36 month to upgrade our Intranet Speod Connection Ordinance: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF TIE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO INTRANET CONNECTION: AUTHORIZING THE • CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AT &T SERVICES FOR YEAR LEASE TO UPGRADE THE INTRANET SERVICE AT CITY HALL, PUBLIC WORKS AND PARKS AND RECREATION; AND CHARGING THE MON1 LY FEES OF $2,250.00 FOR METRO ETHERNET SERVICE, 10MG FOR CITY HALL, PUBLIC WORKS AND PARKS AND RECREATION, TO ACCOUNT NUMBER 001 -1340- 513 -4632, ENTITLED LEASE PURCHASE INTRANET EQUifPMFNT; PROVIDING FOR AN IffnCTIVE DATE. Reason: During the past year, we have encountered problems trying to keep the Intranet Connection for our City Hall, Public Works and Parks and Recreation with out interruptions. The reason is because there is not enough Bandwidth in our current Intranet Connection and we are experiencing serious complaints that the service Is very slow. x The proposed changes will increase our. Bandwidth from 256Kb to I4Mg. Tho. proposed upgrade will give us tho means for a better Intranet speed connection between City Hall, Public Works and Parks and Recreation. `1°he current price is $2,848 per month, The CROW price $ 2,250 per month which is a reduction of $559 per month or $6,686 per year. This resolution is the rosult of over eight months of outfitting the City Hall building for Metro Internet and negotiating witli AT &T. These budgeted expenses will be funded from MIS department's account number 001 -1340- 5134632 with current balance of $47,691.69 Cost: Monthly cost of $2,250 Funding Source: Account 001.1340. 513.4632 Backup Documents: Proposed Resolution-and AT &T tr Contract Service Arrangement Agreement Case Number FL09- 7362 -00 This Contract Service Arrangement (CSA) Agreement ( "Agreemont ") is by and between BellSouth Telecommunications, Inc. d(b /a AT &T Florida, ( "Company") and City of South Miami ( "Custonier" or "Subscriber "). This Agreement is based upon the following terms and conditions as well as any Attachment($) affixed and the appropriate lawfully filed and approved tariffs which are by this reference incorporated herein. Subscriber requests and Company agrees, subject to the, terms and conditions herein, to provide the service described in this Agreement at the monthly and nonrecurring rates, charges, and conditions as described in this Agreement ("Service"). The rates, charges, and conditions described in this Agreement are binding upon Company and Subscriber for the duration ofthis Agreement. For the purposes of the effectiveness of the terms and conditions contained herein, this Agreement shall become effective upon execution by both parties. For purposes of the determination of any service period stated herein, said service period shall commence the date upon which installation of the service is completed. 2. Company agrees to provide Subscriber notice of any additional tariffed services required for the installation of the Service. Subscriber agrees to be responsible for all rates, charges and conditions for any additional tarifi'ed services that are ordered by Subscriber. 3. This Agreement is subject to and controlled by the provisions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, including but not limited to Section A2 of the General Subscriber Services Tariff and No. 2 of the Federal Communications Commission Tariff and shall include all changes to said tariffs astray be made from time to time. All appropriate tariff rates and charges shall be included hi the provision of this service, Except for the expressed rates, charges, terms and conditions herein and except as otherwise provided in Section 13 below, in the event any part of this Agreement conflicts with the terms and conditions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, the tariff shall control. a. This Agreement maybe subject to the appropriate regulatory approval prior to commencement of installation. Should such regulatory approval be denied, after a proper request by Company, this Agreement shall be null, void, and of no effect. 5. If Subscriber cancels this Agreement prior to the completed Installation of the Service, but after the execution of this Agreement by Subscriber and Company, Subscriber shall pay all reasonable costs Incurred in the Implementation of this Agreement prior to receipt of written notice of cancellation by Company. Notwithstanding the foregoing, such reasonable costs shall not exceed all costs which would apply if the work in the implementation of this Agreement had been completed by Company. 6. The rates, charges, and conditions described in this Agreement may be based upon information supplied to Company by the Subscriber, including but not Hinited to forecasts of growth. If so, Subscriber agrees to be bound by the information provided to Company.. Should Subscriber Fail to meet its forecasted level of service requirements at Bay time dzaring the terra of this Agreement, Subscriber shall fray all reasonable costs associated with its failure to meet its projected service regokeanents. - C7. (a) If Subscriber cancels this Agreement or a Service provided pursuant to this Agreement at any time prior to the expiration of the service period set forth in this Agreement, Subscriber shall be responsible for all termination charges, Unless otherwise specified by the tariff or stated elsewhere in this Agreement, Page t of B AT &T and CustbmerConfidential Information at&t Contract Service Arrangement Agreement Case (Number FL09.7362 00 termination charges are defined as fifty percent (50%) of the recurring charges due or retraining as a resu It of the minimum service period agreed to by the Company and Subscriber and set forth in this Agreement and any nonrecurring charges that were not applied upon installation as set forth in this Agreement. (b) Subscriber further acknowledges that it has options for its telecomrnunications services from providers other than Company and that it has chosen Company to provide (lie services in this Agreement. Accordingly, if Subscriber assigns this Agreement to a certified reseller of Company local services and the reseller executes a written document agreeing to assume all requirements of this Agreement, Subscriber will not be billed termination charges. However, Subscriber agrees that in the event it fails to meet its obligations under this Agreement or terminates this Agreement or services purchased pursuant to this Agreement in order to obtain services from a facilities based service provider or a service provider that utilizes unbundled network elements, Subscriber will be billed, as appropriate, termination charges as specified in this Agreement. 8. This Agreement shall be construed in accordance with the laws of the State of Florida. 9. Except as otherwise provided in this Agreement, notices required to be givon pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand delivered, or United States mail, postage prepaid, addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to whom all notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party. Co- BellSouth Telecommunications, Inc. d/b /a AT&T Florida Assistant Vice President 701 Northpoiut Parkway, 4400 West Palm Beach, Pi, 33407 - bcle City of South Miami 6130 SUNSET DR SOUTH MIAMI, FL 33143- 10. Subscriber may not assign its rights or obligations under this Agreement without the express written consent of Company and only pursuant to the conditions contained in the appropriate tariff, 11. In the`event that one or more ofthe provisions contained in this Agreement or Incorporated within by reference shall be invalid, illegal, or unenforceable in wiy respect under any applicable statute, regulatory requirement or rule of law, then such provisions shall be considered inoperative to the extent of such Invalidity, illegality, or unenforceability and the remainder of this Agreement shall continue in full force and effect. 12. Acccptanoe of any order by Company is subject to Company credit and other approvals. Following order acceptance, if it is deterntbied that: (i) the initial credit approval was basest on inaccurate or incomplete information; or (Ii) the customer's creditworthiness has significantly deoreased, Company in its sale discretion reserves the right to cancel the order without liability or suspend the Order until accurate and appropriate credit approval requirements are established and accepted by Customer. Page 2 of 8 AT &T and Customer Confidential Information ai:tkt Contract Service Arrangement Agreement , Case Number FLOO- 7362 -00 13. Customer and Company acknowledge and agree that to the extent the Service provided under this Agreement is deregulated or de- tariffed by operation of law, regulation, or otherwise, all references in this Agreement to "BellSouth General Subscriber Services Tarifr', `BellSouth tariffs ", "BellSouth's lawftilly filed tariffs ", or any other reference to BellSouth's tariffs on file with the Public Service Commissioners) of the applicable state or states shall be deemed reference to the terms set forth in this Agreement, as well as the Service Descriptions and Price Lists and ilia BellSouth Service Agreement, all of Which cats ba found at the link found at 5vvw lttt e Iser icepUbLicati oas all Incorporated herein by reference as if fully hicluded herein. Customer agrees such deregulated or de tariffed Service shall be provided in accordance; with the terms and conditions set forth in this Agreement, the Service Descriptions and Price Lists for each applicable state or states and the BellSouth Service Agreement found at the link above. To the extent there exist any discrepancies or inconsistencies between the trims set forth in the body of this Agreement and those incorporated by reference, the terms and conditions set forth in the body of this Agreement shall govern 14. Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by Its terms and conditions including all terms set forth in the Service Descriptions and Price Lists found at www. alt.cozillseiA,icepublicat;ions as applicable. Clistarrter furrliar agrees that this Agreement and any attachments hereto, constitute the complete and exclusive statement of Elie agreement between tiro parries, superseding all proposals, a represontations, and/or prior agreements, oral or written, between the parties relating fo the sribject matter of the Agreement. This Agreement is not binding upon Company until executed by an authorized employee, partner, or agent of Customer turd Company. This Agreement gray not be modified, amended, or superseded other than by a written instrument executed by both parties. The undersigned warrant and represent that they have the authority to bind Customer and Company to this .Agreement. Page 3 of 8 AT &T and Customer Confidential Information atet Contract Service Arrangement Agreement Case Number FL09- 7362 -00 Option 1 of 6 Offer Expiration: This offer shall expire on: 2/5/2010. Estimated service interval following acceptance date: Negotiable weeks. Service description: This Contract Service Arrangement (CSA) provides BellSouth® Metro Ethernet service. This Agreement Is for thirty -six (36) mouths. Under this Agreement, the service may only be purchmod by Customers whose traffic on this service will be at lead 90% Intrastate. Customer is responsible for complying with this requirement, and by ordering or accepting such service wider this Agreement, Customer is representing to tho Corapwny that its traffic on the Service will be at least 90% intrastate. Custotnor understands and agrees that Co►iipany is relying upon Customer's representations concerning the proper Jurisdiction of any and all circuits ordered tinder this Agreement. Customer expressly agrees that Company has the right, in its sole discretion, to immediately convert any circult or service to the correct jurisdiction, and adjust the rotes and terms accordingly, should the Company determine that the jurisdictional nature of the circuit or service is different than what the Customer represented. Customer agrees to hold the Company harmless, and to Indemnify and defend the Company from any and all claims that may result from the Company's conversion of any circuit or service to tiie correct jurisdiction, based on any good faith effort to comply with applicable regulatory requirements. This Agreement shall be extended for additional one -year terms tinder the same terms and conditions herein unless either party provides written notice of its intent not to renbw the Agreement at least sixty (60) days prior to the expiration of the initial term or eeich additional one -year term, Page 4 of 8 AT&T and Customer Confidential Information aW Contract Service Arrangement Agreement Case Number FL0O- 7362 -00 Option 1 of 6 IN WITNESS WHEREOF, the patties hereto have caused this Agreement to be executed by their duty authorized representatives on the dates set forth below. Accepted by: Subscriber: City of South Y: nil By: Authorized Signature Printed Name.• Title: Date: Company: BellSouth'i lecommunicatio s, Inc. dva T •iorida B , � Y' Autltarized tgnatur4 Printed Name: Title: Y f Date :' Page 5 of 8 AT &T and Customer Confidential Information 8W Contract Service Arrangement Agreement RATES AND CHARGES Rate Elements BellSouthO Metro Ethernet Service, 10 Mbps Premium Connection, per connection, Fixed Mode Metro Ethernet Reporting Charge, per connection Case Number FL09- 7362 -00 Option 1 of 5 Nonce ecurd Monlhly Rat@ U34OC $.00 $750,00 MTEP3 $AO $8.00 CNMME Page 8 of 8 AT &T and Customer Confidential Information at &t Contract Service Arrangement Agreement Case Number FL09- 7362-00 Option 1 of 5 RATES AND CHARGES NOTES: If facilities do not exist, special construction charges may apply. All rules and regulations found In the BellSouth® Metro Ethernet tariff are applicable to this CSA. In the event that a material change In Subscriber's business conditions Jeopardizes Subscriber's ability to perform the terms and conditions stated herein, then Company and Subscriber both agree to make a good faith attempt to renegotiate any unfavorable terra or condition. No change, amendment ar modification to this agreement may be made without the mutual, prior and written consent of both parties and sball be consistent with the provisions of all applicable tariff(s). These rates and charges are only valid if the Customer is served from a central office equipped for BellSouth® Metro Ethernet service, or can be extended to a central ditice equipped for BellSouthG) Meao Ethernet service. The following nonrecurring charges will not apply upon initial Installation. However, If any of the service is disconnected prior to the expiration of this CSA, then Subscriber will pay fWI nonrecurring charges as identified below in addition to applicable termfnation liability. WG(3W- Contract Preparation Charge $ 388.00 MT13BA $1,000.00, each MT'EBB $1,500.00, each MTEBC $2,000.00, each MTEP3 $1,000.00, each MTEP4 $1,250.00, each M'TEP5 $1,250.00, each MTEP6 $1,500.00, each MTEP7 $1,750.00, each MTEPS $1,750.00, each WEPT $1,750.00, each MUAI $1,500.00, each MTEA2 $2,000.00, each KMA3 $2,809,00, each MTEA5 $1,500.00, each MTBA6 $2,000.00, each MTEA7 $2,500.00, each MTEA8 $3,000.00, each MTEAO $1,000.00, each MTEBO $1,000.00, each MTEBI $1,000.00, each MTEB2 $1,000.00, each MMPO $1,000.00, each MTEPI $1,000.00, each MTBP2 $1,000.00, each All trademarks and service marks contained herein are owned by AT &T Intellectual Property and/or AT&T affiliated companies. END OF ARRANGEMENT AGREEMENT OPTION 1 ��— Page 7 of 8 AT &T and Customer Confidential Information Contract Service Arrangement Agreement Page 8 of 8 AT &T and Customer Conffdential Inforrnatlon Case Number FL09- 7362 -00 Optlon 1 of 5 +; AT&T MA R aftrence No. t � a6�t� AT &T PS fRe�ersnca No. ' A AT &T MAnAged Internet Service Memo Schadule Ct31YI088121115651 H '., :�l.`I'&f',�►� �y�l:A:r �i" 7r.. • �rr� Ian �a • �� A�r�`� a �:�n taq m�•,-• . t ;; n .1• , �, . .. � _ t.. , . t • � Lf Printks �CO�taGi• .. •• .:,,.:a. oily a O Iu IAM, A T orp. IR —BONOMO st ❑ritn Acl . ne - 8A ci n ti tl ir. s.._. f3f3[] sunso tlr. nv1VT&T way 73Da NW 19TH STREET BLDG 8 Bedminster, NJ 07921 -0762 MIAMI, FL33128 South )Wahl. FL Telephone: 3066697326 33943 Fax 306.669.7378 Emo k maattattcem Brnall. rnbU481 &esemell,attoom ,Rax 908426.8222 6rench Manager. l= eperam Vfaz-eello Safes strafe: BolutimsPd*O safes Re ion: Sc theasta Qr4Pn F iF+rt BID w"4 ' '�;: }'' :�; +';,` w} ; x�! •t�n� uF� AT? }y I xi ' � '!1t$ 'i•f ;'J •rY +rr�7 '4a S.. l T t !;'y°L`�..4.: ems: aremar Reyes ema: Tfile: Company Name: Telephow 905 608 -32D Fax: Was: dreyes®cllyotsauthmtsmt.net CUSTOMER Account NumberorMastar Telephone: Account NwnWr. FFIW AyentCode: This Prlcing Schedule is part of the Agreement between AUT end Cumo ner referenced above. AGREE13m AWMED: CustnMer (fthorircd A t or Repmsenmtlue) ar Printed Norne) ACT( r tch . Crry N)AMA ep Fned.y o:.IQ -( lot - (Date) vASl8.D7 1.�fq aewrRy ��tas.Otl8052�atr (a4anda�A) CS[�1081h7I/i1 (Date) ATAT AND CUST0MER CON1413tUM pa"9 ot0 i t I AT &T Monagett'lntornet 88rvlce — Pricing Schedule Ivor T &T dmin sR_1ve Uss Only Mostor Agreement No. PACIng ttchodale No. original ifective Irate: Amonded EffeeFivs note: I. ANW091 -Ai &T Manord )ntermt Barvk e' • AT &T Private Nstworlc TcanspM (17" Sem4w ban option of MIS areal tan pe ordered es en MPLS PUT fbature under Owkon t, Tables 13 and 14. • AUT'sAaceptable Use PoloyIs loeatad at or such otherAT&T- destgnated location. ng t3t a Term &5a puts Tom Service Leas Molt uw- OWWO-Vate of e isfan§ Apolloal le 9* Scheduto or the dote Wt ft 1WHal GON106 Componont It enabled for Customer use, whichever 19 later ac a ve are MEN Pt g Rates andDiscounts I module VAA07 ps�nlst ��1na:,feaurlljs�ycs,�Gdl03lBrtt (standard) s• 911NIMUM BUIO l T PM porponwo—Whly service midintim Service Leas Componunta Payment Parfod Apolloal le 9* Nilnlmum Payment Period ntlt en o Cort�orterds Prloing sotcatltide Term, but not legs theo 12 months!per Dom anent AT&T AND CUWOMER COtVWHnM pagR20s c�tot>at2rt�aaet 3 3 AT &T Managed tntemet Service — Pldcing schedule For AT &T Admllnistrative Use Only MatterAgree mant No. Pricing schedule No. „..�.._ Odginal EffeMivo hate: Amended Effective Date;,, 4. RUGS (US Mninlat►d, W and AIIAM't ottty) t sofWao in Alaska requires a separate AT&T Addendum tL'sr Service In Alaska. The mWs stated In this Peoing �chaduls apply to BONIce kraetiona andlor SeNca Components In Alaska only In the event that s Service Componant endlar Service toaaticn Is not Hated In the Addendum for SdrvW In Alaska, In the event of tt* conillet betwum tttis Rldn9 Schedule and the Addendum for Senvlas In Alaska, the Addendum Tor Se wice in Aloska eommis. NOTE 1: MIS w/ Moe* Router Option 2 emllable only as described In the Service Qulft MOVE 2: if Ctrstamwa ordain the MPW PW feature under Section 1, Tablas 13 and 14 as part atthe MIS gervlco, Customer wtti be billed for PNT transport and gplltia and salt applicable- taxes will be stated on the Cuatartnnfs Involea, NOTE S: The charges for the Class of Service (COS) feshire set 1brth In Seotlon 1, 'fable S and 10 ann waived for Slips at Wrh Customer also mainialna AT &T Bushes% Voloe over IP (V011P) SWAM (1) m not ava112M whir MPLS PNT ICS n aveff obls only on Vn frrdlvldual Case Basis. RIA G tlotAltallable v.1.28.e7 PkPft tLn* securby► z=-2 tOS062 df W"OPrAl SeWank AT &ttdartaged tntotnet8enrtce Access Rendudtitt - Tabre it TOW T-1. K(F 1, E4 And Frune AT &T AND CUSTOM COWDElilfbL Ps2e8 ofS CSMI08M211106i MAN OWN"M Um Y5'illr AT &T AND CUSTOM COWDElilfbL Ps2e8 ofS CSMI08M211106i AT &T Mpnaged Internet Service — Pdcing Schedule Table 2: Buralable 74 ausrafnea unareccuntfld unewcaarmae urutlsc�uritnu WOO mismonthly mlevr7lGlsargad miSww"Itged "Ofi ry PN eves re Strivics Fee RoutdrAlaAbly Reutorojqtfoa 2 r�1cDECifo I�ntzrnrr ledafs3 r $ SeNke Feo Monthly Ssrvlrb Component Fee Redunddwd Lhk o sddttlotnal drameavle t'rrveto we, Per lam PJmW dautt wtt s u ou Balloncots (2) Ti & NXT-i: $W -WA� 6 Aeo . U-2,109 Tilblo S. M3 Gemkos fln *D lKOr� ary o peer mamenta UP 1 1f izo ma�dmum inr�emonl of atma,a Alana,godRoular0 ttonz "Ofi ry PN eves re m m rtaretWasol'uptoIs zones vltrnsmaVImean In r�1cDECifo I�ntzrnrr ledafs3 r $ r.wr.uI.w Table41WIdp1oAs RedundancycPUvn IMARO)- Btnrotbfe'I- ivM$badowelt ni;Opt)on K FIL'A For AT &TAdmInIstrative Vso,OWy Maetar Agreement No, Placing gahedule No. Original Fffso t s, Dais: Amended EReoWs Date: Table& MAROPealures- Mouthly8sry mites optIon og y orY os gemeecomponot last Pdoe Lm P&& MlS,ltllswlJl QftUod Router,>LmxVd 9 Hode Option- Alana,godRoular0 ttonz nd per'7! addltionelabarpeaNa Private L . Per senAre Compowd Router Option S un rlt Congoguration Option - Pwsenrlce r $ tornerRouters , Component noaundmnzy Optlon - Redunddwd Lhk A sddttlotnal drameavle t'rrveto we, Per ' PJmW dautt wtt �_ u ou Balloncots (2) Ti & NXT-i: $W -WA� mWi m nut r.ra.s+u Table &UARO Fo&WM- Inafa)tatton Fees (1= only) mi.- AI,nr. n_nac Dim unalmumm Inmallmn ee np last Pdoe MlS,ltllswlJl QftUod Router,>LmxVd u1sy! Alana,godRoular0 ttonz nd Lued VAT (2) Router Option S tot momsed tornerRouters V.&L%Va Table 71 MIS Tete— Ireialletton nramunL- ananar. r.c.u,w n t,ss o7 Ise �n�e�,r ►�vc�. �aaeoa�s,rtr to ndarda COMM 21116561 AT&T AW1] CUSTOM COURPRICtIAt. Pags4ofb cotmt np aaounte edMIS u1sy! %4 Wrtagod Monogad Router Option S Router ismh Ilbpa,4,6 �_ NMbps>p 8A r.c.u,w n t,ss o7 Ise �n�e�,r ►�vc�. �aaeoa�s,rtr to ndarda COMM 21116561 AT&T AW1] CUSTOM COURPRICtIAt. Pags4ofb AT&T Mpnapd Intemel Service -• Prlclog Sobedule For AT &T Adminlslralfvo Use Only . l4lrrelsr Agraemepi I,+la, �� Prloing Sahedule No. 01191nal Et!OC#vo Dato: Amendod Effective Dater. Table k On4b trust hUon [3lsaaunt: 0.0 % v,e.lO,os Tablfo :CIMOI&OrVIO60pUen- YICMOT4 andBuralabiaServtce- Monft Swim Pass [3lscaynt: HlA tacau arts MIS On w ►Managed sxfrwri0ed tkenaataer(8Y� Itauteronly utarO gn9O,d 8OKbw 4996 r 1491 5999 -113. $Z5 1:a MbPe — 6J} FraadonalT 3 41b 3999 3939 v,e.lO,os Tablfo :CIMOI&OrVIO60pUen- YICMOT4 andBuralabiaServtce- Monft Swim Pass [3lscaynt: HlA pee a 5anrlen�an v+r— saw o wlantlAarwgedCtcutar ,lnaludfngNlan gd Rolrter nn +exae ealnd! d MIS On {tl1fI"Stz ftdard o,}tera&g 7 pst tkenaataer(8Y� 51 MIS t NCS a" 81,050 _Ycgq*qFpp(OYQ + er 1 rt Ift-4 W $Z5 1:a wdw FraadonalT 3 »114,6 MW K -786 A 6 8 rmm rre » (F.e FEM _0 MIpf WM 7XT-1 tio-SOPS S22 A JUMbpal [ na rams. m c asa ava - v AM Table 101 Cass OJService Option- mvlaigtton Fief Discount; A cw"--df girvim IBCaGn $1,0W mstnitutL" V.2.3.95 Table i1:9! "CS Opdon fC9 O* oMs " � n ari swY e+e ee untedfi on MIS On {tl1fI"Stz ftdard o,}tera&g servrce Fee M134 N" tkenaataer(8Y� 51 MIS t NCS a" 81,050 _Ycgq*qFpp(OYQ + er 1 rt S10t1 v.4.25,07 Mn* saouliSY.�vCS�00608Z8rtf WMdA4 Table 1x W +XW Ut watren Fees (1 s only? aud6unb OA % re dldboumw lotion- e ' pr[ge>ulus 1 aw PreneMUO" flee 10,2.3.5 Tabra 1& hIM {ANT Fsatn:e [Nseaurk :'NIA ccaraerae s n untedfi on arts per rand on {tl1fI"Stz ftdard o,}tera&g servrce Fee M134 N" hours --UO a-m- 6 6,OOp T WJM m RouWr,anO Mtt3wf 3r npoedRovW Ogjn2 PMMWLJM FraatiOW111 FraadonalT 3 66K -769 K -786 rmm rre na wr Z WM (SOMA 6) (3 sP 12 " 11 fz4tenotevaftble with MFLO PMO Y,9M1$105 Table 14: MPLAS PMT tlnllJnk Feahm t7isaount MA - -s-oas Meiiia� Speed 8e��ae�M18 DHT,�and MO PMAIh Managed Router INbp6j PrtvatsLkaT1 Ssr�s to v.O4.16.05 Tome is ;Muwcestpmmy Senlea Fee A u mo Veopi co Foe Table 16: MultlCast lnstatTatron v. 89CM Il: AdAIMal Service Fees ovLt Sto m s s n m o arts per rand on {tl1fI"Stz ftdard o,}tera&g T- hours --UO a-m- 6 6,OOp T ALUT AND CtISTMR CDNFMENTIAt.' Paga3or3' — AN4103aV ev,!K-O AT&T MA5{TER AGJ� MA XWerence No. k- . '• I. 1. , IiATeSC ";.'. „L�r•tr : Cr• + • }„ L• Chy of South Miami AT4T Cote. 'f ; >y.•.r� Y Y l.a •a• 1;i •' ler•A $res�'`� .,'� • L �• a .: �� x':�: ti• •- �r �� YIW ••.. .. ,..., :�, .y �: -•;. 6130 Sunacet Dr. Otte ATStT•Wsy . South WWI, FL BEti nSter,New brscy 07921.O 52 �33145 �1 .yl(' ��'iNl12i'_..i ��.. �1 •ti �".• .. �. .. ,• .1 .•ti•t• •�•�l=4.��i.iLL� 1��/•�y,.�,�y iii �'•�1i(� j7�i. ••�.�, i \•��•y�r�6 •i:'�•{.' :•w••�:•:14. Naunv: t3ramdr ReyeS MasterAgmrcmmt Support l`eum TWO* EmA. Telephone: 3115 663.6324 Flax Lhraarll: C3reye�tftynt :�asati>rniaami.net T1dsAgrcasrnQ1 Consists of this pastor Agroomont end all schedules, "hlbas and service order attachmonts ("Aitachntents ") appended bireto or aubsequentiy sighed. by the partlos, and that refcrcnco this Master Agrcvment (collectively, this "Agret+mear ). In tho event of an Nconsistency wrong tertma, tho order of pHorlty shall be tho appUoahlo A,ttaobmce t (inoluding iss Addv.da, lf"y), theta the epplIcable PrlcIq SAodule. then this l4 "ter Agrcement, then, if applicable, A.TB s AcceptablB Use Poiiuy, mid thea any upplicatblc Saw] co Ouide. This Agractttent shall become offwdve when signed by autlwiized roprewittatives of both patties and shall continue in el3'eet to Ion$ as S vtee is being provided hereunder. Dim meatl{s) App ude& Compmhonslve Sgrvloo WorAttaohment AGREED$ Cuff0met• 13y: (Author;xedhgr; r ltepresentutivo) l� • 1�i� i � d�.,p� � pl [.� C� Ittt� a'yped or Printed N me) — Ad cN . fr'f i�iANAC��l� m6p' b2, , log . (Date) g -us" (Dag) AT& •ANACUS DMMCONFHkMgML Pop oflki MA, VR1t%l AND CSOADOC 0912W6-A 1 AT &T MA Reference No. General arms and Coradttians The following terms and conditions ,shalt apply to the provision and uae of Servlces provided by AT &T pursuant to this Agreement. lA DEIY M70NS The following terns shall have the meanings sat forth below: "AUP" moans AT&T's Acceptable Use Policy, as. mvised by ' A1'8d'1' from time to time, located at httlhygt }nsc�vicr.attcamllnrsflw.himl or such other AT&T-desIgnated laeadon. "Aflfttata" 'of a. patty tt em any entity that corhtrols, is coi►trolled by arts under common control with ehjch party. "AT &r, ke I)vW ens of all reatedles and Ilmitrttions of tfabflity trot forth In MAgreament gran Attacbaiol, memts AT= its AffllfAles, and its imd Auk omployew. directors, of tiers, agents, representatives„ svbcontmetors, Interconnection and co locadoa service providers and ttuppttrxs, "AT&T CM, means cclulprnont pmvlded under this Agreement by AT &T or its cuppilers and located ut a Sato. AT&T M. includets Any Internal rode required to opetate Such 14uipment. AIW C B tines not ladude Customer Squipment or Purchased Equipment, "AT&T 804tvare" means all SoftwuM other than Thlyd- PAtty Software. "ContonC means information [exclud(ng AT &T infonnation) madcr strallablc, displayed or tnansmItted i Inoludlttg, without Ilmhation, Information made available by means otan ] LTML "hot link", a third &W posting or Blrrsliar means) In cowwAlon with a Service, including all tidemarks, se ACA marks and domain names wrttalricd tkercl% Customer and Uses Mats, and the col tents of'auy bulletin board% or chat fonims, and, all tTdatere, upgradci, modiflcattons and other vvrslons.ofany of 1110 foregning. "[ istomer", for purposes of all remedles and limitations of ltablllf act forth in, nillsAgreecaentoran ,Atmrbmnn,means G*tamar, its Affiliates, curd its ,[Zd tit r employees, directors, off mrs, agents, and reprmniatives. "Ceglomer Equipment" means equipment mmed by Customer. Cunomez Sguigmtmt inoludes airy Ird mil code required to operate smote Equipment. "Damages" means colleclively all Wwy, damage, liabiiiq+, lasNpenalty, lntemsttind expenso lnourred. "l gthipme. r means " AT&T Mr-.11 Grow Fqa wm0 and N Aw4ased Equipment." "DWOORMA77OW nwos proprietary Infomaation of either, party that is diselos4d to the other party In tine course of performing or evaluating potezttiat amendMints to this Agreement, provided such infbrmadon (except far Content) Is In written or other tangible form that is olearfy marked as "ptoprtetary" or "caMidenual". Wsrw maps each pWs trade Aantes, logos, trademarks, service marts or otherindicla oforfgln, "Prleft Schedule" means s, pricng schedule W an Attachment. "Purchased RqulltmaW means equilrommt sold under this Agroetnyttt by AT&T to Qs tamer. Purchased Squipmerat Includas any internal code required io operate such Equipment. "service" menu a service (including 1Squlpmeat) provttled under this Agreeinertt. " Servke camponeW moans the Individual domponemts of e Service that Customer orders under a Prlolog $Aedoie, "Beryiea Giddel mow tho applicable portion of a". co Uutde that is [dentifiied and iricarporatai In ap Attachment. "Site" means a t'ustomor plWstosl Locution, including a Custower cc-location space, on AT &T premises, where A,r*T'tustalls or provides a woo. 'Sotitwrd' means all software sad woolatcd wri tott and elaatrunic documentation and data Doomed by AT &T to Ouaromer in conne ilon with a Service, Soilwam doss riot Lroludatsofiwar+erhat tarot ftrrnishedto Customer. "Tb[rd-ftty Software hitans Software that AT&T ltftamathirrdparq►. . "User° mantes mVonc (inoludlpg Cusbnmer Affiliafes) wbo 4tsCS or moussas arty gervicopurchnsed by Cusboinarunder this Apictment, hat excluding unauthorized, parties that alter Customor has taken cornmerclally re@sonable steps to pitywit tmouthorized access, tisc or ltcoW a Service without Coo meer, knaroukdge. CHAWESAI1N.)3it.•LlING 21 Customer elralt pay ATAT fbr Customer's and Usats' nsa ofthd Services at the rates and ohaugas specified In the Athwhraonts and the Prising Schadulm without drduotion, aetotf'or dclay for aq reason. Charges set forth In the Attsohments an&the Prlcing sat .MCA .arc exclusive of arw trpplicablc teases. At Customer's requint arsd with AM's conmcni (which mqy be vritl>#told If AT&T delerrmlaes those' would lam operational impediments or an Inability to clulm lax cxr dits)„ Cmtormeeo Affiihiutcs will 0 invoiced mparQt(;),y and AT&T will accept payment frock. such ,Atfillatcs, prravlded, buwever, Customer shall reinAn responsible far layment if Its Af9liiate discs not pay charges In accordance with this Aunt. XMT may Mgtdre Customer to tender a deposit It AT&T & Nnnints tut Its reasonable judgruent that Customer fs not creditworthy. 22 Ctiastptrrcr shat) pay all tuxes (exchtdlnS thost on AT &I-* net lncdmo), dudes, levy, shipping charges and. other aimttar charges (and any assoolated Interest and MAVERXlANDC'vt]A M 09/i3 O" AT&T AND CUMMULCONidMEiVT" @age 2 ofttt AT &T HA Referelace No. lG f &v—q figU al Terms and Condifpj ponalttes) relati"s to tine sale; transfer of ownership, Installation. toenae, use or prnvbiosl ofthe Services, except to the extent a valid tax exemption ceriliicato is provided by Customer to ATAT pelor to the delivery of Seeker. To the extent Customer Is rcgalre d to vritlthold or deduct non-U3. htroom Wms:tiocn payments due to AT&T, Customer shall use re1190nable 001144=1331 effott9 14 rCdnca 611011 taX to 1110 mux[murn extent possible giving effect to the appl[aable Tax. Convention Orin shalt furnish AT&T with such evidence as may be required by U.S., taxing author too s to establfsh that such . tax has been pail so that AT &T may vlahn spy applicable ercdll. 23 Payrnimt is due wlth[n thirty (30) nays after the date of the lnvoloe and anust r4r to the invoice rntimir , Cbargc3 will he quoted end Invoices shall lye pole] in the currency swifled In lmvols:o. Rtspiotive crzdorseatcnts or other slat cratnts on chucks accepted by AT&T held not apply. Crstam of shall reimburse AUT for all costs assoolated with oolleoting delinquent or disbonored paytnessts. Where payment s arb ovepdpa. AT&T unity assess interest charges ai the lower of 1.5'35 per month (18'% per anmunj orthomm1mum to allowed by law. 24 cusm"lor shall not: be responsible for payment of chargers for AT&T Owl= Invateed more than six (6) manths after chose arthe 6illlog nrionth in whicb thechtarges were inourred,axcapt for mntomatcd or live operator assisted balls cif any sypo, Customer mutt provide svrittcm nokloo to AT&T° speaH3coll Identifying all disputed ehaMcs and the reason far nonpayment within six (6) months after silo date of the affected lnyoles or else Cwtorter valves the dlspmo. t'ayment of Such disputed charges will not be considered overdue pending Invostigaation by AT&T. Payment of any disputed changes that Am dabta clued by AT &T to be correct &S a rc.�ultot'ataclt invastlga3lon rnustbe made within &fteea (is) t1aYa orAT&T's noiicoto Customer. 3.0 )EWSPONSWMITI 9 OF THE PAR=; ATFA AM 3.1 AT &T agrees to piovide Servlacs to Customaer In aocorclw�es with this Agrcemeot, subject to the goo is and tchnlcat 6vopo of the Services and availability of necessary factNdes, equlpmentand access. 32 ' P, h party shall comply with all applicable laws and reguladotu. 3,3 AT &T grants to Customer, the right to permit User to aocm and use tho Servl cs, provided that Cwtoinar tlrail rcm4ln sfllaly mponslble for smh auras and use. 3.4 if a Service Is provided over or Includes access to the Into;aet, Customer and Its Usm. shall w4ly vilth the AUP. If Customer rs<ils to recl* a violation of the AVP within five (3) days after rccotving notice thereof from AT&T, then AT&T inns euspond the applicable portions of the Service. AT &T reserves the right, howavtr, to acl Immedlately and without notice to suspend or tvaninnte Service In responao to a court order or government notice that certain conduct must be stopped or when AT&T •removably determines' (l) that It may be exposed to aanctioas or prosecution; (11) that such viole.tfon may taiga harem w or interkre with the Integrity or,no.nnal open, or seou -thy of AT&rs network or networks with which AT &T Is Interxonnected or interf6re with aicotlser arntomer's use of AT &T Services or the fnlemeq or (111) that such violation otherwise presents Itntn nw risk of harm to AT &T or AT&T's customers or thelrnespeetive employees. 3S Exc%A for 1P addresses, damoln names and Wephtma numbers expressly regl3tcxed In Customer's nrmD, all IP xddm -=s, AT41' -bosad doninfia names and telephone numbers shalt renutin, at alt times, property of AWT and shalt be ttontransferablueand Customer shall have no right to use such iP addresses, A.'T&T.baaed dom4n rr mes or telephone numbers upon tcrminatlon or expimtlon of the applicable Pricing Scbadults. 316 Customer grtuuts AT &T access rights to the Property and premises that customer controls. !Customer shall cooperate with AT&T's cfryrrts to prooure such awss rights for ino portions of the properly not under Customer's control, Astsesss rights tnclude (t) the right to Wastrutx, htstall, repair, maintain, replace and remove Races$ lines and network favilitles, as well as tine use ofaneillsny equilarnant space withlnthe building, for the cohiiectlon ofcustore,or to AT&rs network tssln8 AT&7 -owned or A'1' &'1 okscd focili #ins; and (11) 24 hours a dear, 7 day u week access to tine ac uess Ilnes andnetwork faollWas on the property. 317 1htless applicable local law or rogulatlon numdates otherwbaCustomer may not resell any portion ofa service totlitrd,pardes, 3.8 Any AT&T Aliiltate or Cttstome rAtDliate may sign an Attwbmeat or add a Pricing Schedule to an Attachment to Its own name and sntch Affillate contract will he considered a separate, but associated, contract, int?orpriraITUS these General Torms and banditions and tine terms of the Attachmnt (%vhh th6Ahiilloto being substttnted for AT&T or +Cwst mer, as applicable), provided, however, that AT&T and Customer shall be responsible for their respt gtive Alf l-hn s' perlbrrnrznce pursnanr to such AfMigte cmrtract, 4,9 r3STQFiIYI+ 0fA7= 411 This A,sneement shall by deemed to be AT&T and cwtomees ii oRl4niON. CmAwnzes Content shell be 6emed to beCustomer'rs lltl?URMATION. 42 Each party's INFORMATION than; for a.lwlod of three (3) years following Its disclosure (except In the rase of Soflvars, urea Indefinite period)- (I) be hold In confidence, (11) bo used and tr"marnilted err betive countries only far purposes of perl'ormirSg 11113 Agreement [including In the IWA VERXI AND CSOA40C 091M.a AUTANDt[1STr?MERCOM1MENIU a Page3 of 11 - AT &T MA Reference No. CQeneMi Te1'ms NBILCondidnns case ofAT &T, the ability to monitor and record Custom Ws transmissions to order to detect tread, check quality, and to operate, maintain and repair the Savlccs), using the Services or evaluating potential amoml;n;nts to this Agreement, and (1lT) not be disclosed except to than receiving pady's e,nploycea, agents and contractors having a need- to-how (provided that snob agents end contractors are not dlrcot competitors oftha other party and agrea in wilting to usa and aie6losure restrictions as restriadvc as, this Articie 4), or to the eKlent required by law (provt(ed•that prompt advance notice is_ provided to the dlsoloslns party to the extent pta oii cable). 43 ' The restrictions ht this Article shall not apply to aW Iniomnattonthat: (1) is indepcndontly developed by the: receiving parry; or (ii) Is lawfully reeelved by the receiving ppt<ry free of any obligation to keep it eonfidmtietl; or (lid) becomes geperally ttvallablo to the pirbiio other then by breach ogthis Agreement. 4.4 both psrtteN agree to comply with privacy laws applicable to their Mpeotivo businesses. Customer khnil obtaItt why User Consents legally Muired relating to itandiing pf USer's C.odtcnt. TfCrtstoracr bciieves that, fn the aoursa of providing Services vWar this Agreement, AT &T will have access to data Customer does not want AT &T peraoanel to comprehend, Customer ehoutd emcrypt such data to thstltwill beuniatelligible 5.0 PI1IlWCPPirAA1pMARK4 3.1 Neither party may issue stay publia statements or onnouttcermcnts relining to this Agrement withoutthe prior• written uoosent of the other party. 52 Each party ograas, scot to display or Use, In advertising or otherwise, any of the other party's Marks wltbod the other party's prior written constrict„ prtvidod thatsuoh consent may be revoked at any time. 6.0 SOrMARE 63 AF &T grants Customer a personal, non - tramferabl6 and non- exclizive license (without the right to sublicense) to use Software, in object code farm, solely In connection with the Servicc(s) for which the Sofiwatc is . provided and efl]mly In accordance with applicable writtert and clechvnic duawnentation. Customer will refrain f} m taking any steps to reverse assemble, reverse compile or otherwise derive a soaree aQflo versiort o'f the object code Of the sottmr�a. no Software shalt stall tlmea em rain the solo and exeluslvocproperty of AT&T or its suppliers, 62 Cutstomor alell not copy or download AT&T Saftwarq execpi that Customer shall be permitted to make two (2) copies of AT&T Software, one for erahfve and the other 1br dlsoster, recovery purposes. Any cupy .rnwl contaln tii© saute copyright notices and pmprietery mukings at the ariginsi AT &T SoRwaro. 0 To the extent that use of Software by a User is required for the use of a service; Customer's Uwrp may use the Soitwara Hennaed to Customcr'unda'this Agreement for that purpose. Customer shell pas a that Customer's Users egmpty with th6 terns and conditions oftbis Article 6. 6A The term of the llotcrca granted hereunder shall be coterminous with thetesna aftherelated Services. 6,5 Customer agrees to gomply with the ternts and conditions that are provtdM with any Third•patty Software arid, in dte event of a com4ict, such Third' -Pwty terms end conditions MR take precadence over this Agreement o3 to such Third Party Software. AT &T will pass tbtough ttr Customer any wwrantlez Available from its Third Party Software suppliers, to the extent that ATlt T is permitted to do so under its contmots with #rose suppliers. 66 AT&T war is that all A'i'&'i' Sofewwo will perform substantially In aecurdancss with its applicable published speciflWons for the form of the license that covers the AT&T Software. If Customer returns to AT&T, within such period, M AT&T Softwitra thgt dots not comply with this warranty, than AT &T, at its 0liiton, will either repair or ccplaca the portion of the AT&T Sot warc that does not comply or refund any srm©utzt CUStOMCr prepaid for the; limo lwlods fbilowlras roluru of such Called or defcctivc AT&T Some to AT&T. Thle warranty will apply only If the AT&T Software 1s used In aceprdiance with the rotas of this Agreement and is not altered, modified or tampered with by Customeror Users. 7.0 AWMI1V1]J "Tt)MUViIVIMICOAAYtI'JIMEMS %e Ike event of a business downturn beyond Cw mWs control, or a corporate divest€!wv, merger, aoqulshlon or slgnifim "t rastrrtcturing or rcorgattlxatlon of Customeea bwlvtess, or network optimlzattcn using other AT&T Services, or reduction of AM's rates end charges, or fhrce maJeure events, any of which slgnifleantly Impairs Customer's ability to tried Customery minimum comntltments, ifany, AT &T will offer to adjust the affcotsd rnlssirnum 00111mitment3 so as to refleat Customer's reduced traffic vg3urncs, attar taxing irate scoountft effect ofsuclt a reduction on AT &T's costs and the AT &T prices that would otherwise be available at the rovisod mWreurn VKPuaw:neq levels. If the parties reach mutual Agreement on revised mletlmum crm mitmrents, AMT will amend or replace the of ectetl iMclrrg Schedules, as applicable. Ahvithstauding the foregoing, this pravfslon shall net apply to a change resullhag from a decision by Customer to ininsfer portions of Customer's traffic or projSated growth to service providers other then AU T.. Cwtomcringst give AT&T wrMen notlo of the conditions Customer believes will require the rpplicotlatt of thin provision. This provision doe's not constitute a Waivor of a V charges, Including, but not limited to, monthly molviring charges and shortfall MA VEIL XT AND C. 8-0A. 091231i" AT&T AM CUST+OMCONFIDMIAL Page 4 otu AT&T MA lte%ronce No.'kq!�� Gener' frBunc�&Aittim cfag4s, Incurred by Customer prior to auaontlnsettt or replacorr+catof the affected Pricing Schedules. POACE MAJEt)PX Neither AT &T nor Customer shall be liable for mW defy, ihThrre in perJJxr uM loss or damage cAte to fire, explosion, ppmw blackout, esrthguako, 11o4 the elements, strike, embargo, labor disputes, acts of eIVJI or milltasy authority, war, tworEsm, acts otGod, ants of the publlo enemy, seta or omisslons of oarders cr suppilera, accts of regulatgry or goveenmontW agencies, or other causes beyond suols party's rensotsahlo control, wbet1wr Or rest almliar to [hc foregoing. �.o LTEt+1z�1's'TTO�rsol�'T�aBiL1Tv 91 EMM PARTY'S 3MRB,LIASILITYAND THE CTWk PARTY'S "CLUSEVE P AMMIES FOR ANY CLAIMS ARFSrxa IN 0c)KN a+L'aON wm ANY r>MvICE OP OBI- JOA71ON9i[lll1}M IM Af3REfsi4 E?rSHAtLBE,* (i) FOR BODILY MMY OR DEATH TO ANY PEIRSON, OR REAL OR TANOH31,I3 I'I OPERTY DAMAC E, NEWCsE2M Y CAUSED BY A PARTY. OR DAMA00 ARMNO FROM THE, WHLFUI, MfSMNflUCi OP A PAMY OR ,AMY BREACH OF ARTICi iS 4 (Uso of lnlbrrnatlon) OR 5 (Publicity E;eri ma*sj Tfw, 07'H M. PAP,T t'SRTOU TTO PROVM DiRECr DaA AGM (0) TOR DFFS= OR FAiLUM OF $0F1'WA1;8, THE RT31a9MZS Slr!'>; 09THIN ARTICLE 6 (Soft we), (13) FOR J3M LECrOAL PRO]'8R'iif IME'RTNC3MII:7dT, TIM RIDISS SET FORM IN Ait.'i'ICLS II (Fadlrex RmponsWlttiv *, (iy) VQR DAMA►OES ..OTM THAN THOM SET Fo3vH ABM AND N67 ElLC=r0 UNDPR 7W8 AaREO,ME M, BACH PARTY'S LMBILiT`Y SHALL BE LIMITED Tp PROVEN DI1twr DAMAws NOT TO EX=—D PEAt C.AVA (4R IN "1'F1E AWREGATF DUPMG ANY TWELVET (12) MOTS W O))) AN Ai OIft4T EQUAL TO 77E TOTAL TAT CHARMS INCi.iBM BY CiI M]aR FOR WE AFIrWTED =VICE, IN TIC ,RELEVANT ODUNTRYDC1RIi G TIM I] EE (3) M%MIS iitV( MNG ME MOtdI I IN WfUCH 1719 DAMAGE ObwRIRFA. T= S1W L NOT LTMIT C US'TONTER'S RESPONSTBi 'f[ ITY MR ITIR PAi''Is7W OF ALL PROPORLY DUE GJARGESUNDI3R TMS AQRZ z: (v) THE LEMFrATIONS IN THIS SWTION 9,1 ARE. NOT INTENDED TO i'ItF:Ci. UDr* A PARTY FROM SaWo Ti't1U.N1rTI.VB 161TCIF FROM A COOT OF COMP`LTW ANSDIGUON IN ME 15VEN ' OF A: V7.OLA7TQH J3Y nIE O'TETEEt TARTY OF Ana y, 4 (tree of If6rmativn) OR AR'FICW S (PublO y Field hfwks) OR CUSTOMER'S VJ{DI;AVON OF aRTtCLE b (Sotiwam). 92 bXCEPT ITOR. THE PAItIB9 AR19C'LE l i (Fwhor Resdonslbilides) OJJLIQATIQNA NE1'ETIER PARTY SHALE. BE LIABLE TO Tim OTHER PARTY FOIL ANY Ib1DlR6CI', INCIDMrAL, CONSFsQUEENIIAL, PUNITT, RELIANCE OR SPECIAL DAMAMS, 1NCLUM0 WfITIOUT MMZ- AT1O,N, DAMAGES fbR LOST PROFITS, ADVANTAOFI 5AVIN0S OR REMMS Q= ANY KIND ORII'(CRgASBD COSTOFOPItATIONS. 93 AT&T SHALL NOT BE 1PUBLE FOR ANY DAMAM ARISAVG OUT OF OR RBLATINO TO. TEd1EltOl'I tAi3FllI'Y, AQCFSS OR JNTCRCONNEC'I70N OF M SERVICES WT1E APPLICATIONS, EQUIPM NM SERVTCFS, CONTENT OP. NETWORKS PROVIDED BY CU 7M M OR 'THIRD VAR ES,' 9MVIa DENECM SERV'ICALEAr J % DELAYS OR MUMUP TIONS (EKOEff FOR iT EDUS FOR SUCH S> RViCS J7E pW. 's, SfiRVMB DT+1,.AVS OR INTPRRRUMMS EXP1,ECITLY SET FOM IN AN ATTACHMENT, MENT, PMCJNO SCHEDULE OR S ERVIC Fi. GUM) 0 LOST OR ALT&UD EMMSAORS OR TRAIr1WSSION'Sy OR, UNAT rT ORTZEU ACCESS TO OR Tim, ALmATION, LOSS OR DE5IRUCTION OP CUSTOMER'S, USE1tS' OR Ti 0 PARTIES' AMCA1TON$, COMM, DATA, PROORAMS, MREvL4370KNMORK OR SYSTEM$. 4.4 EXCEPt AS MMR SSLY PROVIDED IN MS Ate; AT&T M,MS NO REPROSFAkITAITONS OR. WAItRANTTM% »SS QR Rv5K MD AND SPECIFICALLY DJSCLNW ANY R s1'PREM- 'i`A'iI47N OR WARRANTY OF MF.RCHA a7'ATMITY. FI'fi+fEa"S 1FOR A PA It 11C(A ARPU.tiFtiSI� TT LF t 1tN0h INFrtt (XMEi M OR ANY RTU'!RESWA"ON OR WAWtARN ARISINQ BY USA04 OF TRADE, COMM OP DEALING OR CAT1 gFPEPOIa;MANC!u'. ARA 9.5 ATd!'1' . DOPS NOT. GiJ M . NITI'WORK SE:CURTTY, THE ENCRYMON EMP113YED T3Y ANY SERV10F71 Tittle C{d'1 OR1TY OF ANY DATA THAT, IS Mn BAaMD UP, SWRED OR SEtt3JECr TO LOAD BALANCING, OR InAT AT&T's SF.CIMTY PROCEDURES WILL FALVEM 'fM Loss ALTERATION OF, 'OR rtKIROPLR ACCESS TO, CUSTOMERDATAAND IfA1FORMA'I'lOW. 9.6 '7M LMMAJTONS OP LIAWLITY S4i i' FORUf IN TEAS AGREEMM SHALL APPLY' (1) RLOAIti'g. M OF THE FORM OF AG110N. WHEzrTIER IN CONTRACT, TMI7, E3'ERTG I' LIABILITY OR OTMRWISF4 AND Ol) WHMMOitrrtTWMAGESWEREFOIPMABLa. 9.7 TMrs 14MITATIONS OF LIAMT1Y S13T Otrf IN 71375 ARTICLE 9 SEIALL SURVIVE FAILURE OF ANY EXCIXSWE RMMlES PJ WDFA TM -9115 AGRR MltE 3`, 16.0 TE1tMINA17ON 100 It a warty fdIs to perfoms or observe any material terns or Conditfon of Als A moment ante thb failure andnues unt medied for thirty (20) days after rerelpt of MA VEP XE AM CSOAY}[MC 119123l06•a AT&T AND CUSTOMERCONMEN7IAL Page S otll AT&T MA Reference No. � finow Teem$ and cadidana vmtft i L000, the other Imtty may tetxalnete or suspend for cause airy Service Components affected by the breach. 10.2 A Service may be terminated Immediately upon Nvritten mitloa (a) by either Marty If tho outer party (1) becomes Insolvent or involved In a liquidfltion or trirraitzrititrn of Its business, files a bankruptcy petition, has as ltrvohanhuy battkrurptcy Nthlon filed agdlnst It (if not dismissed within thirty (30) days of filing), becomes acUudicatcd bankrupt, or becomes Involved in an assigrtmcttt for tbo benefit of its Credltm: (il) has violated the provisions of Article S (Publicity and Matins) or (iii) has muterlaliy breached any provision of Article 4 (Use of InfatmatsQrt), or (b) by AT&T duo to a material breech by Canoniar nfanyprovlsion orArdcle 6 (so*w&MN 10.3 AT&T may amend art appl[csbio tariff or Service Guide from time iv ilmo ronsTswat with this Agretrgont, provided, however, that It: AT &T revises an applicable tariff or Service 0ulde let a manner that is tnaterlat and advme to Customer and AT &T dots not eITNI revlslorts that remedy such. adverse end material of1vct within thirty (3 0) days'after rezelpt ofwrilien notice from Customtvr, chert QLSTOAier tray, as Its sole ireme.6, elect to ttrWauto this affected Service components on tielrty (30) days, ►ripen notice, given not litter them surety (90) clays serer Customer first learns of the revision to the oppllCable tatifi'or Service thidt. however, a revision to it tarifior Service aside shelf not be considered tt7ateriai acid adverse to Customer if (1) It xil'€ets 6nly Services or Service Components not in substantial use by Custoritar st the time of the tavisioty or (ii) It ohapges rates or charges *at are riot toted (stobllized) In M Attachment or Prlo)ag Schedule, . 10A Unless oppliezHe local lacy ar regulation rawidates otherwlso, AT &T may discontinuo pmvidlog a Service io otistomerr, upon twelve (12) months Vaittan vottce, or a Service Cornpnnerst upon one hundred and twenty (120) days written notice, unless a different writlep notice period Is provider) in the applicable Pricing Wie&16, 10.5 TermInatloo Charges, If any, shall be as speciiled In ash Attachmem, in the event that AT,eft• tenninatca'emder 8ectlnn 10.1 Or 10.% or Cusurmer teTr inares for convunieirrxi. 10.6 ToTminal[on by either patty of a Servlcs: clan not WMVt &V other tights or remiedles ittiiay bade under this AgraemenG Termination or suspension of a Service shall not infect the rights sired obligations ofthe parties regarding nny outer Sotmice. 11.0 FURTM1�.SpA1tB9� 11.1 AT &3" ngwo to defend or WHO avyr 91 03m ogc'l" Customer° end to ,pay an D=agcs that a court may owird agalr;st [ ttstotner, In tints' suit that alleges a. Setvlce Irtfriages any patent, tmdemprk, copyright or trade seorct, except whore the Claim ar su t stiscs oiri aC or results from: Customer's or user's Content; inoditioations to the Servic4 or combinations ofthe service wIth eon -AT&T services or produc* by Customer or others; AT&T's adherence to Customer's written mquiremenis; or, rue of the Service in violation orthis Agretmtnt, Ctrstonitr agrees to defend or settle vay aialm agelrtst ATE' r and to pay at) Damages that a sours may award against ATW In arty suit that alleges a Service lnfringas my patent, tmdemurk, copyri8ltt or trade Secret, dui: to arty of the exceptions in the preceding seatcnce. . 1t2 Whenever AT&T Is responsible under SW[on' MI, AT &T may at its option either proof re the right for C rite er`o continue Using, or may rcP1= or Modify the alleged infringing Service so that the Service brconi�es non- aao�, but if ,those alternatives are not reasonably e, AT&T may terrttinate the affected Service without !lability other than as stated in Section 11.1. 1113 AT6t'!'s obligations and indtmmitles under this Agreement run exclusively to. Customor and are not. intended to extead to third parties that may use or- be afthcw by Customer's use of the stryloes. Where Customer authorizes or permits (bird parties to utilize the Services, It is Cwatmer's respgnslbillty to limit its 'AT&T ability to such parties, and, thdsotbre, except to the extcmt Is obligated to htdesmIry Customer under lids .Article 11, Custoracr PErM to defend or settle. any claim agatabt AT&T by strop partfds and to pay alt Damages that s court way award agaln,t AT&T In any stilt brought by such 11A Tho Indemnified party mdvr th s ATllcie 11: C) must notify tine othSr party in ,writing tarompity upon learning of any 44m or suit for vrhlch ind=gIilrmtlott may be soxight, provided that failure to do so shall have no eiibct excirpl to the extent the uthveyatty is preiudieed thoreby; Gl) shall have the right to participate in such defoaso or settlement with its own counsel and at its sole oxpeaso. but the other patty shall have control of the defertso or settlemem; and (ill) shell treasonably cooperate 'with the dofoaso. 12.A "UM PIT IT I.2.1 AT&T .Shall raisin all right, tWo or interact b ATAT CPE and fit owner3hip rights In AT &T CPE shall Umtffatb C tiatooter. Cti%omer shall provide a snital le and secure ttrvlmntiaent free horn environments] hazards and electric power ibr AT&T CPS ape shal l keep the AT&T CPS free thorn all lipns, charges, end enowubrances. Customer shall beau the ris% of loss of or dantage to AT&T CPE {ordinary wear and tear exctpted) fmm any cause except to the extent caused by AT &T or Its suppliers. AM CPE shall amt bt removed, reloaded modified, Interfered with, or auauhcct to it on-AT&T ogulpmont`by Custrmer without prior written authorization front AT&T MA VEFL]U"CSOASXIC ORO/D&a AT&T AND CUSI M1rdMCONFEDWil<'" Page6ot11 AT&T MA Reference No. ,Gerit�ral'�7srrms stint Cortal9iiog,� 122, Titie to and risk of loss of Purchased Wlitn.ent vAH pass to Customer as of delivery, uport which 4%te AT &T will havo no fittthor obligations of any kind with respect to that '1 'based Equipment, except as sat forth In an applicable Attachment, Pdoing Schedule or Service Guide. If CustAther does not accept the Equlpmcn4 the Equipment should be retumed to the manufacturer. AT &T will obtain ilum,lhe manufhoturer and forward to Cush mera Return Material Audoriatttfon. AT&T rotains a purchase money security interest In each !tern of Purchased Equipment until Customer pays for It in flall; Customer appo]M AT&T as Caastomer's agent to sign arad file a Gnnrtcinl3strstemauttoperi `ectA`F.�Tnaeauri[y interest, 17-3 All Purchased .Equipment provided ruttier this Agreement is provided on an "AS IS" [saris, except thtit Axacic't' wits pass thrtrugtt to Customer any warriintlas available from Its PaNhssed Equipment suppliers, to the e7itcati. that AT &T is permitted to do so under its oottttacts with tltosd aiupplfe ", 12.4 All ownership interest in n party's f►cilities and a3molated Equipment uaed In connection with Iftc Services shalt alt sell tltms remain %Ylth that patty. if any Customer r*Ipmeitt is used to pirnvirle the Servleo, Custoraler grants ATkT a naa trahsfcselrle ail nor-- oxclliAVe licem to v4 such t uslomer Gnuipstleat In tho manner necessary to provlde the Sotvlce. 13.6 RdMRT/EXi ItT COAa`I'[tOiL MI 'alto patties a mowledgethalequipmrat ,- pro.ducks, Saftwere, and teohnloA information Oucluditt ^, but not ilinitest tit, technical at slstance and tralnlug) prov dcd tender- this Agreerawnt may bo subject to Import or export fawn, conventions or rogulatitma, and any use or transfer of the equiptp€.nt, produots, Sof mrt, and Ieclnnlcal ht hmialinn entire be In compliance with all such Itm's, conventions and tcg+tlations. 'fens paetiol will not use, dlstzibute, transfer, or trulissnit the equipment, pmducts, Software, or technical Inrormoffon (avcu IfInwporated Isla other produots) e,tcept In compllar"with tsueb lov+s, conventirrres and ragldallims. if rsqucsted by eltherpsrty, the other party agrees to sign written assurances and other.+ documents as inay bo required to comply MOt auch lawn, conventions and rMuletiona 132 In IN event any npx ssary import nr export ilceusa cannot be obtained ►vitliirr six ( month, after making tau application, neither pmly shall have dii Ether obllgatloris with respect to providing or purchasing and, if applicable, t"astomcr shall vetorra the equipment, products, Softvrwe; or tecianiord lnfonnatiol dart is flee subject matter of the unsuecessm application. 14.9 IN TELLECI'lFALIMPM iCflYGIft'3 At Intolltotuai property In all Services shall be the sole and exclarsive property of A'[ &T orlts suppliers. 15, GENEMPROVISIONS 153 Any supplement to or modli'icat3on or waiver of W provision of this Agreement must he in writing and slatted by nuthoxixtd represtsntstives of hour patties. A waiver by eitherparty of any breach of Ns,A8ruu -mezrt shall not ols"tc its a waiver of any other bra.3elt of lJds Agreement. 152 This Agreement may not be assig soil by either party without the prior written conic ntof(he other, except that eithtr party m4y, without the mbar party's consent, assign In whole or In relevant part. this AgWiticut or any Attaclsment in a present or fUtuYe Affiliate or succemor, provided that (my such rasw anrezent sbali be rolidusent trport the asslgttrrr remaining responsible for the performance of its asslgnea and AT &T detmining Custonler's 1MIgrtoe6) to be creditworthy and in corttplianoe ►vlth any bliglbility urlteria for the Services, AT4T tniy kubeontract work to be performed under this Agreement, but shall retain re- Vpnslbtlity for all such work. Ire 00untri" In which AT&T dries not have a' A.Mieto to provide Service, ATAT tnay assl}pt its rights and ob%atlono related to a Service provided In such a'n country toi the low se?vlce provider; provided however, that AT&T shall bi;c Vpmlblc to Customer for such oUitgatlons. Ile some such countries, Customer may bo required to contract d ke dly with'tho local senica provider'. 153 If nmy pbrtlon of thlts Agreement Is foiaod to be lavalid or Wien forceablo or If, a iotwlthslanding Section 15.6, applicable law rnmdate�r a different InterpretnGen or result, flue remaining provisions shall n-main in eflbet and the parties shalt nepalate In good Nth to substitute for such invalfd, Illegal, or unuin,Corccuble p;nvision a m attnlly accoptoble provision consistent with the original Intention ofthe partles. 154 Any legal action arift in connection with this Agreerttent must begin within two (2) years niter the cause of glutton arises. 0.5 Any required notices underlhls Agrecme t shall bo In wrM,iS and sl)pll be deemed Validly deilverei itsea try hand (in which case tia:llvery M11 be de4thcd to have been affected irnrncdlawly� or by overnight mall (in wh" case delivery will be detmed to have been effected one (1) bus.)Oss day iinnt the'date ofrtrnll €ng), or by go class pre- paid past (3n which ecso delivery will be deemed to hava been effected flvo (S) slays, f v6 the date of pasting); or try fecsltnlle or electronlc tarnstnlWon (in which ease delivery will ba deertted to havo been ef7'eeted on tho clay the tray mission was sent). Any such notions shall be giant to the office of tbo reelplent act forth on the cover ppgo ofthts ASwmcnt or sack other o fioo or recipient its deslgnated In wi'it•utg, rrolb time in dale, MA VERMAND C90A.DOC 09/23/06 AT&T AND CtiSA'DMCONF1DP.NT AI, page 7of11 AT &T MA Reference No. C ry+ gn YA Tirms and Conditions Isk unless locai iaw would require] olhaavria+, the construction, Interpretation and peribnnence of this Agreement eltali bO govorttod I7y the suhst"TIVe law Of tho State of Now York, exoludlog Its choico of la:W ralm, and applicable laws and "IatloiLs of tho United States of Amorlea. Thu United Nallona Conventlou on Coz7trnets far inkri aflonal Sato of Goods shall sia apply, The psrtiesti consent w the exclusive ]urisdtctton of the courts loa$ted in New York CNty, USA.. 137 Jhis Agreement does not provido any tbW Nay (including Users) with any rem*, rialto, ilability, relmburaemen% cause of action or otlterrigia or prIvilcge. 15.6 The respedive obligatlous of Customer and AT&T, which by tbelr nature would voullnuc boyond tho temInatlon ar expiratlnn of any Attaohrncnt, Frlcing setw"o or this .AgreVmcnt, lnoluding, without Iimittstian, fire ob €igagons regarding Us of int"armatloN PutMcIV and Marks, wlher Responslbllitles and Vinhodons of Liabll €ty, shall survivetermins0on orexpiratlon. 15 9 The euthendo.langungo of this Agro meat Is English In the event of a contUct between this AgtOmantaW nay translation, the English version will take prectydertee. 15.10 UftAGUMMM OON MUM Tfi6 ENT M ASP DMVEM TZIB *PAR1M WITH MR= TO TN31i Sts�i.VNG'ES. TM$ AGR8MMr SI.tPEliSI APS ALL PRIOR AORUMVMN 3, FROPOR" RSPRESENrATION,% OTATEME 'B OR tMMSTAMINGS, W.HirP M WRi' .M OR BRAE WNCEIZI NO THE MMES, OR ME RiOi3I'S AM OBLIGAMM RMATI NCI TO H-M Sl RVIMS THIS ACIM SHALL NOT BE MODXIE% OR 51 JPPLE#rfEN'iE,D RY ANY WPtM OR ORAL STA,TMVM, -PROPOSA1.9. PJ0kE&NTA1n0M ADVE31104 `NS, SERVE DESCitIPIIONS OR CUSTOM "s PURCHASE [ RDIR FORMS NOT EX MSSLY M FORTH IN 'iMS ACRN1BNr,. A MUCINO SCHi~ XYLE OR AN ATrACHME . . MA VERM AND MONDOC 09MI06•a ATdf;'1' AND C1JS NIMCOt+i1rlDVML Pag! $ of 31 AT&T MA Reference No. A!kg AT&T Comprehensive Service Order Attachment iitiatcmelr' 'r' - AT Bn SAT chy orSouth Mlow AT&T Corp. ?(ry_�_r�ky }�+, ;:\ �. i• •i ` •''S 'r. • \ I.,• , ti•. 1j :iYA�1 77111 'y��y�--_+vv • \• .. - {� �i r��,• rr� • • •5 'T�Ai�\►I� \• 6130 Senset TSt . One ATddr Way 9ouffi M'marii,i'b BedminaDer�'t�ew]eraey D7921.078�t 33143 !! �� y'= t�\• ";i.d•:.'+ " ^•.,.::.• ..�F:�'t' .• \l�l�c • "ar•• �y 'Y • t' , C�bL +'•+r' +:S %V; . Name. G mat' Rey;ea ATAT !mama; Servim CanbactManagement ilft FAX N4nat ar. 80 W-7527 Teloomne.3 05 663 -6330 bltwiLmast(a�att \acre FAx DNA: C*ie$@Livorwuffi mlami,net The Comprehensive Service Otdor AttacbmeM attached bereto Is a part. of the Agmemeat between AT &T and custoa er referenced above. MA VFRM AND C 80A.DOC 0912 M&A AT&T AND CUST MERCQNF1AB,1V M Page 9 ei•11 Comprehensive Service Order Attachment. For AT&T A.clna rvmadve Use Only �j Master A on' No. AT&T Cotaprobensive Serdee Order Attaehmelat I. 'Till? 6FE�V�I tl�'[�E`i5 i,t Services A. AT &T will provide tine Services to Cagomeruadertbls Attachment that are identified in the applicable Pricing Sohedule4. B, The pricing, servloe dest riptions end other provisions relating to the Services will be as set Forth Ire: (1) this Attachment (fnclud €ng, the krio ng SpWules end any Addenda to this Atmahmcnt); (11) the AgrcwenCs General Temps and Condltions; and all) the appmpriate section of Vie, Sow. teei Guide or the App ttcabloTerlffa. C. This ,Attaoturrl t shn]l remain tn.offwt until no Service r+ Component povidW under this Attachment Mmalns in ServZCO. ' 1.2 ,Dartnitions. Capitalized towns used 'but not delfined ]a this Attachmt:.'ut urc dcfirted elsewhere In the Agreement "Applicable, Turlffs" condstoPthe at ndard AT&T servlcc descrIptlona, pricing WA other provisions filed by AT&T or any of Its. Affillatas with the approlprlale regulatory eommissfon having jurisdiction respecting a scmiic€s, as mvisecl fs urn Serra to time. In tiro event ao Applicablo - Tar1fP is withdrawn by A.T &�' or tariffutg is rso lougur pertnittAd or regulrod by the trpprvpriate regulatory commission, references to tho Applicable Tariff 6h W ho deerhed to refer to tho corrospondlag applicable provisions of the Service Wde. " Effizative Date" of a -°riving Schedule Is the data our r bich the last -party signs this Attanlrment or, for a subsequently uddcd 1?ricIng 5pliedu €e,, the elute on whlob'the last per{ signs rho Nei no Schedule. If the rules of a regulatory 4ulh6rity having jurisdiction respecting a 3erviee would require a safer date, the Mcetive Bate of the elpplirablo Pricing Schedule shall bo In amrdance wl +.h such rules. `%FARC (Miniaoma Amnrel Revenue. may' means an annual revenue commitment set forib to en.ttppllcable Pricing Schedule that C%tstertter agrees to Mad* durtng a Pdoing sebeduieTerm, "i1 MIC- F3ligible Charges" means, Unless the applioblo Pxicing Sehedule Indicates otirtrwise, the recurring and rigaga charges, eer eppllcatble discounts mid credits, Incurred by Customet for the Services .ident(fied In the alppllcoblu Prieing $ghedule as MARC7- contributhrg. Notwithstanding anything sex forth In a kairrg $chedule, the fblTowing charges shall not bts deemed MARC Rligiblc Charges. (a) chnrgos For or in conazecdon with Purchased F.quipmanr, (b)cbarges for ouUottroNg sarviees; (e) loxes, and (d) charges unposed in conneotfort with gevaranentally Imposed costs of tees (such in US?, PIM psyphone service provider compensoliort, B9II and door relay "Pricing Schedule" mains a pricing scireduie to this Attachment. "Pricing ScheduleTaim" Is theperlodoftimestebedindie applicable prirkug Scbedute: "Setviee" means Wlcctfvety ell of the Servic4 Components C ostomer orders under a Pricing Schedule "Service Guide" means tho stetrdard AT&T service dosampilons, pricing and other. MI VII'lons, as revised by AT &T frono torte to time, relating to Services offered under this Attachment (if there is no Applicable Tarr. The Serf m Cluldo Its located at ialtpJfrvm+r �erviguicirx.att camlAaBS1# or http;llvvw.sti.cot Vabslservicaode or such other AT&T dMignamd tooalicar. "rea rlrmafon Chtu'W means the charges Identified in Seat ou 2.3 and 24 Wlew, payable by Customer in certain ttrrrpinatfoit ciruvmstancrs. 2. TRUMINATICIN 211 If a Sort* or a SoMee Ogmponed Is terminated, Customer. must, pay all oharS4 incurred cis of the pftbctive deco oriertstinstion. 7,2, If Customer terminates a Service 4r a $ervive Caarptmcnr Farmaterial br�zub. cvswmer eitrtilnot 5e liable ror any Termination Charges. 2.3 If C comer tanullnatt s a $ervlce Component othat than as slit out under Section 2,2 tibove or AT &Ttermin*& e Service or a Service Compopent for raater]aI breach, gwtmwr moat play.. p) any credits, waived charges or unpaid amorftd charges If the Service Component is terwirtated prior to the cad, of an'applicable minlnmm retention period •(specified in ft Pricing Schedule, the Servtae.Ctui$e.or the Appiicabe Tariffs); (10 the applicable amount +of reoxting cWSes for the Wrininood. Service bomponent muitlpliedby thenumber ofmanths iomdit In Ap applicable WRI'M rm Vvinent period (specified h the Pricing Se'bodule, the Sewlea QuI& or Ilrn Applicable Tads and (M)sny WDM f :u;ll €t€es cancel €atfdn CIM803 .and other third party charges'hworma by A'i6 T due -to the tormirmdon. the charges ;sal forth In (l) and (h) above will Trot apply if a termimted Scrvlcc Co popent Is replaced YAM MW upgraded like Service bosnpotrent at the sumo site(s), pToAded ibe Applfrable mfnimurn period r#nd associated charge for the replacemem sem o Component are each equ.ato or greater than the applicaMe period and charge for the temminated Service Compondnt. 2A )nth* eventof n torn►ination oraPricing Schedule eltiier by Ctustoma ather than as set &,A In' Section 2.2 above or by MA VER Xi AND CSQA.DAC A9 Y06-a AT&T AND CUSTOMER CI)NMEM17AL Page 10 of 11 Comprehemave Servica Order Attachment: l or AT&r AdminlstMVve We Only Master A€reantent No. OY44 AT&T Comprehensive Service Order Attaehmeat AT&T ror maternal breach, Customer must pay: ti) a Tem$nadDa Chotge equal to 50% of the urtsat9sfted MARC for Via year of the Pdoing Schedule Term in whirl] the Pricing Schedule is terminated plus 5001a of tho MARC for each year ranaffitag In the PrloW Schedule Tom; and (10 the aaoowtts set ibrth iii Seetioa 23, above. 3. M1NWlOM It on say annlv&M of a Schedule Term start date, the Customer has fabled to sad* the MARC for the preceding 12 month period, the customer wlti be billed a chortN( charge in an amount equi31 to the diftbraee between the MARC and the total of the applimble MARC- Eltgtble Charges incurred dtWnS the 12 month period. in SuOi a C.ise, Customer sbalt not bs entitled fir rewive promottonal, compliaw or other credits until customer pays the sbortia.li chno, 4. PRICING 4A PrroingOthedule Linters ofhenvtse stated In a 1°rlolu,g Schedule, tiro rates Anal ol=ges Stated in the Prloing Schedule are sttM Hzed until the end of the Pricing Sohcdule Tam and apply In lieu of the oonupondtng rates and charges set forth in the Servlco Guida or tho Applicable Turin's. ' Pricing for say Service Components that are not listed in aPrldag 8chedula wi11 be as describM In the Servloa Guide or the Applicable WM or as azreed on an Individwal coo basts. Unless othorwiso stated in i Pricing Schcaitrle, after thy+ end of tho PeNnn Schedule Term Xr &T mq modify the rates, charges, terms and conditions appNeAlo to the Service covered j>?i such Neing Schcdulo on thirty (30) Clays' prier nofice, 41 0hostmts The disoaunts sot fotth or referouctd in a Pricing Schedule arc tttc aaly,discaunts appltcabic to the SeMcos and will be applied to tiro applicable rates and charge; In the manner and to the extent spcoifled in the applicable sections of the Service Outdo orth. Applicable Thrifts. 4,9 Pro iofda"Icredh Waivers Customer is eligible only for prornotlon.s, credits or waivers ldeatW In the applicable Frlcing Sctsodulo. Unless 4enl4a stated In the tappilumle P6,,4 Seirtdule, any WdittorW promotiom cre is of walvars set out in the $cruise Outdoor= Applicabh! TarH€wil will trot opp jy. 4A Chaises ... Re$ardlc34 of any xtabilirzdorr of rates or dwgas toot may alipw In hats Attsohmeat or In a Priding SAWitle; AT&T reserves the right to lacreass charges as a IV.Swt OP to e.xpewes incurred by AT &T reasonably ;elating to regulatory assesameats atesaming from in order, rule or regulation of the Federal Commwriestions Contimisdou or other regulatory authority or court having competent jttrMcgon (indudlgg but not limited to payphotte, PX0 sad W related expma and E9t 1 and deef relay dwMes); or (ti) in the case of loos! exebwp Servim ad voloe over Internet prot000t opplicaf ens anal Services. the Paco or avutiabillty bf network elcanents used in they provislon of rho Strvlcea, amounts other carriers are ttqutrad to pay to AT &T or the amount AT&T is reguhtd to pay to otter carriers In connection with tha provision of the SoMed to Cwtotae m6wanapplicablePticittgScltedula S. cohm'Qsm JUM111criox If a Pdctng Beltcdtlle Is sultieot to the jutd3diotioa of a renalawayi commisslon, each such Pricing Schedule will be sublact to eltarrges or modlfioritlons w tlto controlling cortunWon rnay+direct from time to time In the exercise of Its juriadiotlon. Theroforo, for this pwpm, each Each Priding Sohedulo wilt be deemed to lie a separate agreement with respect to the 9wicos o1bred !n a partioular juri rdiotion. 6 RLt yA>TH=RBQUMEMFM 11 a Pdoing Schedule gmAdlng regulated teleconsmunleatim Smlcas that pre subject to the lurlstllctlort of a, tlpltettStates- teasel] regulatoryouthority is avalluble is other potential purchasers of the aervia e, it will be avtdlable to snob purchasers who trcecute an ldentloal Pricing Schedule only once, either by the purchaser or any Affllate of the pwabastng entity. MA VSRM AND CSOA.DW 09MM6 -a ATATANDCUS70A'UODNIKID Y1liA1L ;Pagel] Ohl