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Res. No. 023-08-12620RESOLUTION i 1: 1 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO INTERNET CONNECTION: AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AT &T SERVICES FOR THREE -YEAR LEASE OF THE INSTALLATION EQUIPMENT; AND CHARGING THE MONTHLY FEES ON TWO T -1 SERVICES (ONE FOR CITY HALL AND ONE FOR THE INTERNET LIVE - STREAMING), AND CHARGING THE EQUIPMENT LEASE, AND SERVICE PAYMENTS TO ACCOUNT NUMBER 001- 1340 -513- 4632, ENTITLED LEASE PURCHASE INTERNET EQUIPMENT; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, in an effort to provide enhanced information to the citizens of South Miami, the Mayor and City Commission desires to upgrade the Internet System. Keeping pace with changes necessary for better speed and capability; and WHEREAS, the upgrade will result in better Internet speed connection and retention of our established live - streaming Internet connection on channel 77 on a daily basis; and VVIIEREAS, the change will result in upgrading from half a T -1 (24 channel circuit that provides an Internet connection straight from the broadband provider backbone) which is currently in place, to full two T -1 lines at a cost of an additional $10.00 a month to the City's monthly bill. i ', 1; ! is 1= : 1 ' i• ! X-630 T MOLE = I I I •' • •' li Section 1: That the City Manager is hereby authorized to enter into a three -year lease agreement with AT &T needed for the upgrade. Section 2: That the monthly payment of the equipment lease in an amount of $1,178.00 will be charged to account number 001- 1340 -513 -4632, entitled Lease Purchase Internet Equipment and Software, with a current balance of $32,557.00 Section 3: This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this /may of --7 2008. mw+ - � CITY CLERK READ A VED FORM: Luis R-Fig6eredo, Na-gin Gallop Figueredo, P.A. Office of City Attorney APPROVED: Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Wiscombe: Yea Commissioner Palmer: Yea Commissioner Beckman: Yea Via: Yvonne S. McKinley, City Manager From: Gremaf Reyes, MIS Manager lAgenda Item No.: Subject: Lease Agreement with AT&T for 36 months to upgrade our Internet Speed Connection Resolution: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO INTERNET CONNECTION: AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AT&T SERVICES FOR THREE-YEAR LEASE OF THE INSTALLATION EQUIPMENT; AND CHARGING THE MONTHLY FEES ON TWO T-1 SERVICES (ONE FOR CITY HALL AND ONE FOR THE INTERNET LIVE-STREAMING), AND CHARGING THE EQUIPMET LEASE, AND SERVICE PAYMENTS TO ACCOUNT NUMBER 001-1340-513-4632, ENTITLED LEASE PURCHASE INTERNET EQUIPMENT; Reason: During the past year, we have encountered problems maintaining the Internet Connection for City Hall Employees and the Internet connection for the Live-Stream on channel 77. The reason is because there is not enough Bandwidth in our half of T-1 to keep both running simultaneously. Additionally the lack of bandwidth capacity has resulted in very slow , internet service.. The proposed changes will increase our monthly AT&T fee by $10.00 a month but will give us the bandwidth for better Internet Speed connection and will also allow us to keep the Live-Streaming connection working on the daily basis. We are currently paying $1,168 per month for i/2 of a T-I line. This budgeted expense will be funded from MIS department's account number 001-1340-513-4632 with current balance of $32,557.00 Cost: Monthly cost of $589.00 for each T-1, will result in a total monthly cost of $1,178. Funding Source: Account 001-1340-513-4632 Backup Documents: Proposed Resolution and T-1 information T1 represents an Internet connection that occurs atspeeds up to 1.544 Megabits per second. Because this connection speed |asofast, it'aa service that is commonly reserved to connect /1\ businesses to the |nternet or to an intranet (a private network within a office structure), (2) organizations that want to provide email, ftp [D|e transfer pn}tOCO|), aDd/orYvebSite services, (3) VPN (virtual private network) users, Or /4\ those who can not access DSL (Digital Subscriber Line) services. To accommodate for specific customer needs, some Internet service providers will fraction off the use of this type of connection to smaller groups. Phone companies have even started to offer lF1 Internet connections that incorporate voice communication as part of their service and it is in fact, somewhat similar to DSL services. T1 differs from DBL however, in particular because it has no geographical restrictions. DSL is offered only in specific areas of the country. 71 on the other hand is available all over the United States. D8L makes use of a single phone ||na and no extra equipment. T1 however, requires the use of router with an internal or externa|CSU/DSU. Short for "Trunk Level 1, T-1 carrier, or T-1 line," T1.offers the highest level Ofconnection reliability. Reliability and speed are two things that are guaranteed through the use of a TI Internet connection. This is due to the fact that T1 connections transmit data over a group of multiple phone lines to send and receive information rather than over just one line. Afnsctiona| T1 connection (referred to as "FraoT1") can grant users a 384 Kbpa connection, a 512 Kbpa connection, a 768 Kbps connection or 1.1 Mbps connection. As result, T1 Internet connections are ideal for: a\ Small companies (up to two hundred employees) who want to connect their local area network hnthe Internet with a single connection. b) Those who have the equipment to (and want to) host an email server, website, or FTP site c) Those who participate in a virtual private network d\ Those who are restricted from DSL because of geographical restrictions Of course, each of these situations requires the use of router (a high powered nnodenl) with an internal or external CSU/DBU (Channel Sen4oa Unit/Data Service Unit). This router acts as "go-between" from your current network to your special T1 phone line jack (supplied from your telephone company). Routers are provided by your Internet service provider either at no change, orota |ovv monthly cost in addition to the fee for your connection service. As enticing as T1 sounds, it does have its share of problems. T1 operates under high regulation and has to meet stringent standards set by individual states. Public Service Commissions require that T1 service providers have a technician available for line repair within a twenty four hour period. Consequently, this high maintenance requirement raises service costs, ultimately making T1 much too expensive for the sole Internet user. This high expense is the reason that this type of connection is reserved for business users. However the more users who subscribe to T1, the more likely future costs will eventually decrease. I Fin vider Telecommunications contracts can be much like a marriage and as we all know there are good and bad marriages. The fact is, when you enter into a telecommunications contract with a TI provider for reasonable amount of bandwidth or voice service you will have to enter into a long term contract. Telecommunications contracts for Tl's and T3's typically range from 1 year to 3 years. Anything longer than a 3 year contract is usually only seen in very large applications like OC3 and OC 12 or complex frame relay connections with many nodes. While the term of the contract will not be a problem if you have the right provider, the contract could prove extremely burdensome with the wrong provider. http://www.answers.com/topic/t1 -I ?cat--technology T1 Line Basic A TI line is perfect for small and medium sized businesses needing an internet service provider for 20 to 50 internet users. A T1 fine is a 24 channel circuit providing an internet connection straight from the broadband provider backbone. This makes a T1 line a very stable and reliable broadband connection. Depending on your location (distance from the nearest Central Office) and T1 provider availability, your full T1 service pricing can range anywhere from $350 to $1,200 monthly T1 Line Type of broadband telecommunications connection (see broadband technology) used especially to connect Internet service providers to the Internet's infrastructure. Developed by Bell Labs in the 1960s, the "T-carrier systems" offer entirely digital, full-duplex exchange of data over traditional wire, coaxial cable, optical fiber, microwave relay, or other communications media. The TI lines carry about 1.5 megabits of data per second, while the related T3 lines carry over 40. However, such systems are generally too expensive for individual network users, who turn instead to ISDN lines, cable modems, DSL connections, or some form of wireless or satellite system for high-speed Internet access. TI Line vs Cable T1 Lines and Cable Internet services are both designed to offer high speed connections, but the T1 line offers synchronous (same upload and download bandwidth) speeds while Cable is asynchronous (different upload and download bandwidth - normally large download bandwidth and small upload bandwidth making it extremely unreliable-for serving content). TI Lines also offer a higher level of service quality, up timejaster repair times and fewer end user restrictions. Cable is normally a "best possible" offering, meaning there are few or no service guarantees. Cable providers also tend to over subscribe their lines, leading to increased network congestion during peak usage periods. A full TI line has guaranteed bandwidth TI Line vs DSL T1 Line and DSL connection both offer bandwidth at high speed but there are factors that greatly differentiate them from one another. These factors are price and realiability. A DSL connection has a low price and is far less reliable than a T1 connection. A T1 is more expensive than a DSL connection but is also much more reliable. When needing a T1, the biggest factor is reliability when uptime is critical to the applications run over your connection. DSL is a quick and cost effective method of acquiring high speed bandwidth however it is not intended to support commercial applications or large numbers of users like a T1 connection. AT&T MA Reference No. aW AT&T PS Reference No. AT&T Managed Internet SONIC0 Pricing Schedule f A -wr� ` AT&T Sales:C0hWctN .7- ..w! k City Of South Miami' AT&T Corp. MIRRM BUONOMO :tusfbm6r.Addtess 6130 Sunset Dr. One AT&T Way 7300 NW 19TH STREET BLDG 8 Bedminster, NJ 07921-0752 MIAMI, FL33126 South Miami, FL 33143 Attn: Telephone: 305569732S Fax: 305-569-7326 Email: masteattcom Email: mb0481@asemaji.attcorn .Fax: 908-325-0222 Branch Manager. Esparanza Diaz-Bello Sales Strata: Solutions Public Sales Region. Southeastern arthh6 Name: Gramat Reyes Name: Title: Company Name. Telephone: 305 663--6320 Fax: Email: Greyes@-cjtyofsouthmiami.net CUSTOMER Account Number or Master Telephone: A=unt Number. Fax: Email- L Agent Code: This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above. 89 - AGREED: AGREED: Customer By: (Authorized Apt or Representative) _V%_j N:11em'N (Typed or Printed Name) kvrAG . ("'rry 11) rl {Title) 0;k.127 tot - (Date) u.1.25.07 ps_misL-L'Lno _sacuft__svcs_.gGC606M.rif (standard) CSIVI080121111155SI AT&T R (Authorized t or Rep n7v V (TyVX or Pn te-d Name} (Date) AT&T AND CUSTOMER CONFIDENTIAL Page I of 5 AT&T Mqinagad Internet Service — Pricing Schedule I 1. SFERVICES *AT&T Managed Internet Service - AT&T Private Network Transport (PNT) Service Is an option of MIS and can be ordered as an MPLS PNT feature under Section 1, Tables 13 and 14, - PAT's Acceptable Use Policy is located at htt;v lwww.p auc orsuch other AT&T-designated location. 2. PPJCIN9 SCHEDULE TIERU AND EFFECTIVE , PAM, Pricing ScIIWE16-- - Tenn Start Date Term -EW 36 Months five. iate —of this Pacing Applicable to Schedule or the date that the initial Service Component is enabled for Customer use, whichever is later Effective Date of [ Effective 15ate, of this Prlcrng " Rates and Discounts I Schedule v.1.25.07 (standard) For AT Master Agreement No. Pricing Schedule No. Original Effective Date; Amended Effective Date: 3. MINIMUM PAYMENT PERIOD Portion af Month - - - -- —Minimum - Service Foos Components Payment Period Applicable to Minimum Payment Period 50% All seivice Until end of Components Pricing Schedule Term, but not less than, 12 months per I-component AT&T AND CLIS70MER CONFIDENTIAL Page 2 of 6 CSM0801M15661 AT&T Managed Internet Service — Pricing Schedule 4 RATES (US Mainland, Hl and Allaskat only) t Service in Alaska requires a separate AT&T Addendum for Service in Alaska. The rates stated in this Pricing Schedule apply to Service locations and/or Service Components In Alaska only in the event that a Service Component andfor Service location is not listed in the Addendum for Service in Alaska. In the event of the conflict bobveen this Pricing Schedule and the Addendum for Service in Alaska, the Addendum for Service in Alaska controls. NOTE 1; MIS w/ Managed Router Option 2 available only as described in the Service Guide. NOTE 2: If Customers orders the MPLS PNT feature under Section 1, Tables 13 and 14 as partof the MIS service, Customer will be billed for PNT transport and uplifts and all applicable- taxes will be stated on the Customer's invoice, NOTE 3: The charge's for the Class of Service (CoS) feature set forth in Section 1, Table 9 and 10 are waived for Sites at which Customer also maintains AT&T Business Voice over IP (V61P) Service. (*) = not available with MPLS PNT ICS = available only on an Individual Case Basis. NIA = Not Available v.1.25.07 {standard) A Master Agreement No. Pricing Schedule No. Original Effective Date: Amended Effective Date: Section]: AT&T Managed intornotservico Access Bandwidth- AT&T AND CUSTOMER CONFIDEN71AL Page 3 of S CSM080121116551 AT&T M?naged Internet Service - Pricing Schedule Table 2* Surstable, T•1 ,cunt:: WIA ustained U n d 1 s 6—o u—n-fiff nUgoio-u--nte d Undiscounted Usage MIS Monthly M M[SwManaged 1118 W Service Fee R.IteTmllonialyd Router Option 2 1 Service Fee MonthIV Service 256.01 - 384 Kbps 384,01-512 Kbps $12.01 Kbps- -le �Mb v.2.&G5 Table 3; DNS Services U on Monthly -Te—rvice onal Primary DNS (available in $100 per DNS Increments of up to 15 zones with a maximum increment o €150 Kilobytes of zone file data) List Price Additional Secondary DNS (available in 5100 per DN� increments of up to 15 zones vAth a maximum increment of 150 Kilobytes ofzone fle data) vTO-7-.8T.-a- Table 4. MultipleAccess Redundancy Option (MARO) - Burstable T-1 with Shadow Billing Option Disc6unt: NIA usta n ge ISManyiTea r MIS-IM-anaged Router Option unted 7 IrMonth Fee Redundant Lin Service Only 'Shadow Billiny up to 128kbps 128.01 - 25-4 Kb mui%p Kbps 3M.61 - 6-12 Kbas 512.01 Rbps - 1.644 Mbas For AT&T Administrative Use. Only Master Agreement No. Pricing Schedule No. Original Effective Date, Amended Effective Date- 'able 5, MARO Features - Monthly Service Fees option Monthly -Te—rvice Service Coffip6nent Fag Discount List Price Alternate 97C—kbons Node Option - additional charges via Private line, per $500 per T-1 Service Component GPE Redundant Redundant "a 1:$120 N/A Configuration NXT-1: 8350 - Per Service rT' Component Backbone node' I Q500 per T-1 WA Redundancy Option - Redundant Link additional charges via Private Line, per Redundant Link Outbound Load —T1 & NXT-1-7m5-0 'a'an ' %lancers (2) (Dual Managed Customer Customer Routers) Table 6: NARO Features- Installation Fees (ICB Only) Table 7.1 MG Tele- Installation Discount: 100.0 % !S Spend` Iscount ed MIS 1.6 Mbps NXT-1 (3.0 Mbps, 4,5 Mbps & 6.0 MIS W/ I Wf Managed tana-Sad Router Option 2 (standard) - CSM0121116S51 AT&TAND CUSTOMER CONFIDENTIAL Page 4 of 5 AT &T Mpina-ged Internet Service — Pricing Schedule Table 8: On-Site Installation isx*unt 0.0 % PAIS speed Undiscounted MIS un-d , c —GU nf a d' ftlSwl - MIS OnIz wIManagod Managed License Foe (3 yr) Router Only Router Opion 2 Only Kbps- License Fee (5 yr) -+NC87 $1.050 125 Kbps -1.5 I.-SUP22rt ---]—$100 Mb pa $999 $999 NXT-1 (3.0 BurstablaTI Mbos — 6-0 Mb s) $999 $999 Table 9: Glass Of Service Option - Tlered T-1 and Buratabla Servlw' - Monthly Service Facis 7.6.1.06 Table 10: Class Of Service Option - Installation Fees Discount: WA ass of Servlc* Undlscoun�� � $1,000 Installation Fee .05 Table 11: MIS+NGS Option (ICB Only) Discount, NIA Feature F—undscourited [Monthly Service Fee Undlscounted WignWY MIS OnIz MIS + NC-9 SIR . . . ...... License Foe (3 yr) $1,200 MIS +N Site License Fee (5 yr) -+NC87 $1.050 MIS Tor 1 I.-SUP22rt ---]—$100 --- V."140.uld For AT&T Administrative Use only Master Agreement No. Pricing Schedule No. Original Effective Date: Amended Effective Date: Table 12: MIS + WS Installation Fees (108 Only) Discount: 0.0 % eature Undlecounted installation Fee Fee IS List price MIS MIS r= Site $2,500 v;wtlon Fee Table 13.1 MPLS PNT Feature Discount: :'WA Service Foe MIS, MIST wiManaged Router, and MIS WIMarlaged Router FractionaIT-1 1 T-1 F66K-768KV'! I (VAK—Mk-l- NxT-1 I NXT-1 (2 through 8) 1 (3mbps-12 Table 14; MPLS PNT UnlLInk Feature MIA Access WTI.= —speed Undlscounted WignWY Additional z�buU par location (outside standard operating Service Fee MIS PHT, and hours — 8-'00 a.m. to 5:00 P.M. MIS PNTvvith Managed Router Mbps) Private Line T-1 I BurstablaTI Section H. Additional Service Fem Movie aFee (dull- hours) I-per location Additional Moving Fee Additional z�buU par location (outside standard operating hours — 8-'00 a.m. to 5:00 P.M. Monde throe Frida V.Ydllj 11519' 7.1.25.07 ps.—m!sL_tj_nq_muft svr4--200M28.rtf (standard) AT&T AND CUSTOMrzR CONFIDENTMIL' PagaS of 6- CSM08012111s$61 h� � F a AT&T MkST)ER AGREEMENT T MA Reference No. ......... . .�`iIStt1112eir'�Di � . "Ctcsiomer" ": •:'C "::':�:;•. •:.; :: ' :.:�.T�TI? -.n •..,. �r.�A'1_'c`S.L`l.:rr� City of South Miami AT&T Corp. -:Cust�senerAsldress. "� ='�: °.;....•; •.• .:_::�::'.- •_":�•:�:•::•. ;;. ; : ;t4�' &TAtiil'xess•'�.'.•;';:.;. •.: • ..- 6130 Sunset Dr. One AT &T Way' South Miami, FL Bedminster, New Jersey 07921 -4752 33143 :.0 usfomer "Contact :- °: :: -':;° • :....:. ,. _. ",. ,...;A1eT'�oza`" `::;'. ,.`,` ":..• :, :,• :. >.:::;..::.::"":. ?': •:.. Name: G mnaf Reyes Master Agreement Support Team Title: Emaih nmstta%att.corn Telephone: 305 663 -6324 Fax: Email: Czreyes@cityo#southmiami.net This Agreement consists of this Master Agreement and all schedules, exhibits and service order attachments (" A.ttacb ments ") appended hereto or subsequently signed by the parties, and that reference this Master Agreement (collectively, this `Agreement" ). In the event of an inconsistency among terms, the order of priority shall be the applicable Attachment (including its Addenda, if any), then the applicable Pricing Schedule, then this Master Agreement, then, if applicable, AT &Vs Acceptable Use Policy, and then any applicable Service Guide. This Agreement shall become effective when signed by authorized representatives ofboth parties and shall continue in effect so long as Service is being provided hereunder. Daeum ent(s) Appended: Comprehensive Service Order Attachment A6ai2111ED: Customer By: t -. (Authorized Ag r representative) IL " -Re>C.A b9) e.oGat- (Typed or Printed Name) Gi tKGj C WC PoArlpp. (Title) lag . (Date) AG /A. &T ;t : (Authan ed t or Rep. five) (T edor`I��rintedName J�v P , (Date) AT&T CUSTOMER COW WENTIAL Page 1 of 11 MA VER XI AND CSOA.DOC 49123/06 -a AT&T MA Reference Igo. Qenernl Terms and Conditions The following terms and conditions shall apply to the provision and use of Services provided by AT &T pursuant to this Agreement. 1.0 DEFINT1'i:ONS The following terms shall have the meanings set forth Wow: ' "AUP" means AT &T's Acceptable Use Policy, as revis ad by AT &T from time to time, located at bM'/Avww.iMeMees,att.com/! agligy htmi or such other AT &T- designated location. "Affiliate" "of a party means any entity that controls, is controlled by or is under common control with such party. "AT&T", for purposes of all remedies and limitations of liability set forth in this Agreement or an Attachment, means AT &T, its Affiliates, and its and their employees, directors, officers, agents, representatives, subcontractors, interconnection and co- location service providers and suppliers. � AT &T CPE' means equipment provided under this Agreement by AT&T or its suppliers and located at a Site. AT &T CPE includes any internal code required to operate such Equipment. AT &T CPR does not include Customer Equipment or purchased Equipment. "AT &T Software" means all Software other than Third - Party Software. "Content" means information (excluding AT &T information) made available, displayed or transmitted (including, without limitation, information made available by means of an HTML "hot link", a third party posting or similar means) in connection with a Service, including all trademarks, service marks and domain names contained therein, Customer and User data, and the contents of any bulletin boards or chat forums, and, all updates, upgrades, modifications and other versions of any of the foregoing. "Customer ", for purposes of all remedies and limitations of liability set forth in this Agreement or an Attachment, means Customer, its Affiliates, and its and their employees, directors, officers, agents, and representatives. "C2tsfomer Equipment' means equipment owned by Customer. Customer Equipment includes any internal code required to operate such Equipment. "Damages" means collectively all injury, damage, liability, loss, penalty, interest and expense incurred. � Fquipment' means" AT&T CPE" , " Customer Equipment" and " Purchased Equipment." " N;'OP2I TION" means proprietary information of either party that is disclosed to the other party in the course of performing or evaluating potential amendments to this Agreement, provided such information (except for Content) is in written or other tangible form that is clearly marked as "proprietary" or "confidential". "Marks" means each party's trade names, logos, trademarks, service marks or other indicia oforigin. "Pricing Schedule" means a pricing schedule to an Attachment. "Purchased Equipment?' means equipment sold under this Agreement by AT&T to Customer. Purchased Equipment includes any internal code required to operate such Equipment. "Service" means a service (including Equipment) provided underthis Agreement. "Service Component" means the individual components of a Service that Customer orders under a Pricing Schedule. "Service Guide" means the applicable portion of a Service Guide that is identified and incorporated in an Attachment. "Site" means a Customer physical location, including a Customer co- location space on AT&T premises, where AT &T Installs or provides a Service. "Software" means all software and associated written and electronic documentation and data licensed by AT &T to Customer in connection with a Service. Software does not include software that is not furn €shed to Customer. "Third -Party Software" means Software that AT &T licenses from a third party. "User" means anyone (including Customer Affiliates) who uses or accesses any Service purchased by Customer under this Agreement, but excluding unauthorized parties that, after Customer has taken commercially reasonable steps to prevent unauthorized access, use or access a Service without Customer's knowledge. 2.0 CHARGES AND )BILLING 2.1 Customer shall pay AT &T for Customer's and Users' use of the Services at the rates and charges specified in the Attachments and the Pricing Schedules, without deduction, setoff or delay for any reason. Charges set forth in the Attachments and-the Pricing Schedules are exclusive of any applicable taxes. At Customer'a- request and with AT &T's consent (which may be withheld if AT &T determines there•would be operational impediments or an inability to claim tax credits), Customer's Affiliates will be invoiced separately and AT&T will accept payment from such Affiliates; provided, however, Customer shall remain responsible for payment if its Affiliate does not pay charges in accordance with this Agreement. AT &T may require Customer to tender a deposit if AT&T determines in its reasonable judgment that Customer is not creditworthy. 2.2 Customer shall pay all taxes (excluding those on AT &T's net income), duties, levies, shipping charges and other similar charges (and any associated interest and MA VEII; M AND CSOA.•DOC 09231t?b-a AT&T AND CUSTOMER CONFIDENTIAL Page 2 of 11 AT &T MA Reference No. General Terms and Conditions penalties) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent a valid tax exemption certificate is provided by Customer to AT&T prior to the delivery of Services. To the extent Customer is required to withhold or deduct non -U.S. income taxes from payments due to AT&T, Customer shall use reasonable commercial efforts to reduce such tax to the maximum extent possible giving effect to the applicable Tax Convention and shall furnish AT &T with such evidence as may be required by U.S. taxing authorities to establish that such tax has been paid so that AT &T may clam any applicable credit. 23 Payment is due within thirty (30) days after the date of the invoice and must refer to the invoice number. Charges will be quoted and invoices shall be paid in the currency specified in invoice. Restrictive endorsements or other statements on checks accepted by AT &T will not apply. Customer shall reimburse AT &T for all costs associated with collecting delinquent or dishonored payments. Where payments are overdue, AT &T may assess interest charges at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law. 2.4 Customer sball not be responsible for payment of charges for AT&T Services invoiced more than six (6) months after close of the billing month in which the charges were incurred, except for automated or live operator assisted calls of any type. Customer must provide written notice to AT &T specifically identifying all disputed charges and the reason for nonpayment within six (ti) months after the date of the affected invoice or else Customer waives the dispute. Payment of such disputed charges will not be considered overdue pending investigation by AT &T. Payment of any disputed charges that are determined by AT &T to be correct as aresult of such investigation must be made within fifteen (15) days of AT &T's notice to Customer. 3.0 PffiSPONSM&ITIEES, OF TIM PARTIES; AFFffJATES 3.1 AT &T agrees to provide Services to Customer in accordance with this Agreement, subject to the geographic and Vchnical scope of the Services and availability of necessary facilities, equipment and access. 32 Each party shall comply with all applicable laws and regulations. 3.3 AT &T grants to Customer the right to permit Users to access and use the Services, provided that Customer shall remain solely responsible for such access and use. 3.4 If a Service is provided over or includes access to the Internet, Customer and its Users shall comply with the AUP. If Customer fails to rectify a violation of the AUP within five (5 AT&T MA Reference No: General Terms and Conditions case of AT&T, the ability to monitor and record Customer's transmissions in order to detect fraud, check quality, and to operate, maintain and repair the Services), using the Services or evaluating potential amendments to this Agreement; and (iii) not be disclosed except to the receiving party's employees, agents and contractors having a need - to -know (provided that such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Article 4), or to the extent required by law (provided'that prompt advance notice is provided to the disclosing party to the extent practicable). 4.3 . The restrictions in this Article shall not apply to any information that: (1) is independently developed by the receiving party; or (ii) is lawfully received by the receiving party free of any obligation to keep it confidential; or (iii) becomes generally available to the public other than by breach of this Agreement. 4.4 Both parties agree to comply with privacy laws applicable to their respective businesses. Customer shall obtain any User consents legally required relating to handling of UsEes Content. If Customer believes that, in the course of providing Services under this Agreement, AT &T will have access to data Customer does not want AT &T personnel to comprehend, Customer should encrypt such data so that it will be unintelligible. 5.0 �PVBLITC.li YAl+iliMd.T KS 5.1 neither party may issue any public statements or announcements relating to this Agreement without the prior written consent of the other party. 5 2 Each party agues not to display or use, in advertising or otherwise, any of the other party's Marks without the other party's prior written consent, provided that such consent may be revoked at any time. 6.4 SOFTt' ARE 6.1 AT &T grants Customer a personal, non- transferable and non - exclusive license (without the right to sublicense) to use Software, in object code form, solely in connection with the Service(s) for which the Software is provided and solely in accordance with applicable written and electronic documentation, Customer wilt refrain from taking any steps to reverse assemble, reverse compile or otherwise derive a source code version of the object code of the Software. The Software shall at all times remain the sole and exclusive property of AT &T or its suppliers. 62 Customer shall not copy or download AT &T So%vare, except that Customer shall be permitted to make two (2) copies of AT&T Software, one for archive and the other for disaster- recovery purposes. Any copy .must contain the same copyright notices and proprietary markings as the original AT &T Software. 6.3 To the extent that use of Software by a User is required for the use of a Service, Customer's Users may use the Software licensed to Customerunder this Agreement for that purpose. Customer shall assure that Customer's Users comply with the terms and conditions of this Article 6. 6.4 The term of the license granted hereunder shall be coterminous with the term of the related Services. 63 Customer agrees to comply with the terns and conditions that are provided with any Third Party Software and, in the event of a conflict, such Third-Party terms and conditions will take precedence over this Agreement as to such Third Party Software. AT&T will pass through to Customer any warranties available from its Third Party Software suppliers, to the extent that AT&T is permitted to do so under its contracts with those suppliers. 6.6 AT &T warrants that all AT&T Software will perform substantially in accordance with its applicable published specifications for the term of the license that covers the AT&T Software. if Customer returns to AT &T, within such period, any AT&T Software that does not comply with this warranty, then AT&T, at its option, will either repair or replace the portion of the AT &T Software tbat does not -comply or refund any amount Customer prepaid for the time periods following return of such failed or defective AT&T Software to AT&T. This warranty will apply only if the AT&T Software is used in accordance with the terms of this Agreement and is not altered, modified or tampered with by Customer or Users. 7.0 ADJUa TMN'T S'2O IVTiTEITrdiY(IM Cd3Mtt'TT.TtYiE In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant restructuring or reorganization of Customer's business, or network optimization using other AT&T Services, or reduction of AT &T's rates and charges, or force m4eure events, any of which significantly impairs Customer's ability to meet Customer's minimum commitments, if any, AT &T will offer to adjust the affected minimum commitments so as to reflect Customer's reduced traffic volumes, after taking into accounf the effect of such'a reduction on AT &T's costs and the AT &T prices that would otherwise be available at the revised minimum commitment levels. If the parties reach mutual agreement on revised minimum commitments, AT &T will amend orreplace the affected Pricing Schedules, as applicable. Notwithstanding the foregoing, this provision shall not apply to a change resulting from a decision by Customer to transfer portions of Customer's traffic or projected growth to service providers other than AT&T. Customer must give - AT &T written notice of the conditions Customer believes will require the application of this provision. This provision does not constitute a waiver of any charges, including, but not limited to, monthly recurring charges and shortfall MA VER M AND CSOA.DOC {191231€]6, -a AT&T AND CUS]VOMER CONFIDENTIAL Page 4 of 11 AT&T MA Reference No. General. Terms and Conditions charges, incurred by Customer prior to amendment or replacement of the affected Pricing Schedules, 8.0 FORCE ALUE€IRE Neither AT &T nor Customer shall be liable for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, Iabor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of the public enemy, acts or omissions of carriers cr suppliers, acts of regulatory or governmental agencies, or other causes beyond such party's reasonable control, whether or not similar to the foregoing. 9.0 LI]MrATIONS OF LIABILITY 9.1 EnHER PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'S EXCLUSIVE RFa�rIEt7IES FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY SERVICE OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE: (1) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE PROPERTY DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISING FROM THE WILLFUL MISCONDUCT OF A PARTY OR ANY BREACH OF ARTICLES 4 (Use of Information) OR 5 (Publicity and Marks THE OTHER PARTY'S RIGHT TOO PROVEN DIRECT DAMAGES; (ii) -FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH IN ARTICLE 6 (Software), (iii) FOR } SMLLECTUAL PROPERTY INFRINGEMENT, THE REMEDIES SET FORTH IN ARTICLE I I (Further Responsibilities); (iv) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT, EACH PARTY'S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY TWELVE (I2) MONTH PERIOD) AN AMOUNT EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE IN THE .RELEVANT COUNTRY DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED. THIS SHALL NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT. (v) THE LIMITATIONS IN THIS SECTION 9.I ARE NOT INTENDED TO PRECLUDE A PARTY FROM SEEKING INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT OF A- VIOLATION BY THE OTHER PARTY OF ARTICLE 4 (Use of ]information) OR ARTICLE 5 (Publicity and Marks) OR CUSTOMER'S VIOLATION OF ARTICLE 6 (Software). 92 EXCEPT FOR THE PARTIES ARTICLE l l (Farther Responsibilities) OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVFTUES. CF ANY KIND OR INCREASED COST OF OPERATIONS. 93 AT&T SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO; INTJEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR TEIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT FOR CREDITS FOR SUCH SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS EXPLICITLY SET FORTH IN AN ATTACHivlEWF, PRICING SCHEDULE OR SERVICE GUIDE) OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR, UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S, USERS' OR THIRD PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, "NETWORK OR SYSTEMS. 9.4 EXCEPT AS EXPRESSLY PROVIDED IN TIUS AGREEMENT, AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY .DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT OR ANY REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. 9.5 AT &T DOES NOT GUARANTEE NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT. IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING, OR THAT AT&T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION OF, 'OR IMPROPER ACCESS TO, CUSTOMER DATA AND INFORMATION. 9.5 TIM LRAITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; AND (ii) WHETHER OR NOT DAMAGES WERE FORESEEABLE. 9.7 THESE LIMITATIONS OF LIABILITY SET OUT IN THIS ARTICLE 9 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REIi MIES PROVIDED IN THIS AGREEMENT. 10.4 TI;RMINAT]OIN I0.1 If a party fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for thirty (30) days after receipt of MA VERXI AND CSOA.DOC 09/73/0{ -a AT&T AND CUSTOMER C;d71@rFEDENTIAL Page 5 of 11 AT &T z A reference No. General Terms and Conditions written notice. the other party may terminate or suspend for cause any Service Components affected by the breach. 1€3.2 A Service may be terminated immediately upon written notice (a) by either party if the other party (1) becomes insolvent or involved in a liquidation or termination of its business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty (30) days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors; (ii) has violated the provisions of Article S (publicity and Marks) or (iii) has materially breached any provision of Article 4 (Use of Information), or (b) by AT&T due to a material breach by Customer of any provision of Article b (Software). 103 AT&T may amend an applicable tariff or Service Guide from time to time consistent with this Agreement, provided, however, that if AT &T revises an applicable tariff or Service Guide in a manner that is material and adverse to Customer and AT&T does not effect revisions that remedy such adverse and material effect within thirty (30) days after receipt of written notice from Customer, then Customer may, as its sole remedy, elect to terminate the affected Service Components on thirty (30) days' written notice, given not later than ninety (90) days after Customer first learns of the revision to the applicable tari-Tor Service Guide. However, a revision to a tariff or Service Guide shall not be considered material and adverse to Customer if (i) it affects ,only Services or Service Components not in substantial use by Customer at the time of the revision; or (ii) it changes rates or charges that are not fixed (stabilized) in an Attachment or Pricing Schedule. 10.4 Unless applicable local law or regulation mandates otherwise, AT &T may discontinue providing a Service to customers upon twelve (12) months written notice, or a Service Component upon one hundred and twenty (120) days written notice, unless a different written notice period is provided in the applicable Pricing Scheduld, 14.5 Termination Charges, if any, shall be as specified in an Attachment, in the event that AT &T terminates "under Section 10.1 or 10.2, or Customer terminates for convenience. 10.5 Termination by either party of a Service does not waive any other rights or remedies it may have under this Agreement. Termination or suspension of a Service shall not affect the rights and obligations of the parties regarding any other Service. 11.0 1FURTBERRESP€3NSIBII.3' M 11.1 .AT &T agrees to defend or settle any claim against Customer and to pay all Damages that a court may award against Customer, in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer's or User's Content; modifications to the Service or combinations of the Service with non -AT &T services or products, by Customer or others; AT &T's adherence to Customer's written requirements; or, use of the Service in violation of this Agreement. Customer agrees to defend or settle any claim against AT &T and to pay ail Damages that a court may award against AT &T in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of the exceptions in the preceding sentence. 112 Whenever AT &T is responsible under Section' 11.1, AT &T may at its option either procure the right for Customer to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non - infringing, but if those alternatives are not reasonably achievable, AT &T may terminate the affected Service without liability other than as stated in Section 11.1, 113 AT&T's obligations and indemnities under this Agreement run exclusively to Customer and are not . intended to extend to third parties that may use or. be affected by Customer's use of the Services. Where Customer authorizes or permits third parties to utilize the Services, it is Customer's responsibility to limit its liability to such parties, and, therefore, except to the extent AT &T is obligated to indemnify Customer under this Article 11, Customer agrees to defend or settle any claim against AT &T by such parties and to pay all Damages that a court may award against AT&T in any suit brought by such parties_ 11.1 The indemnified party under this Article 11: (i) must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but the other party shall have control of the defense or settlement- and (iii) shall reasonably cooperate with the defense. 121 EQ+ -mil! 12.1 AT &T shall retain all right, title or interest h AT &T CPE and no ownership rights in AT&T CPE shall transfer to Customer. Customer shall provide a suitable and seem environment free from environmental hazards and electric power for AT &T CPE and shall keep the AT &T CPE free from all liens, charges, and encumbrances. Customer shall bear the risk of loss of or damage to AT &T CPE (ordinary wear and tear excepted) from any cause except to the extent caused by AT &T or its suppliers. AT &T CPE shall not be removed, relocated, modified, interfered with, or attached to non -AT&T equipment•by Customer without prior written authorization from AT&T. MA VEIL. XI AND CSOA.IIOC 09/23/05 -a AT&T AND CUSTOMER CONFIDIE2 IAL Rage 6ofII AT&T MA Reference No. General Terms and ConAiitions 122, Title to and risk of loss of Purchased Equipment will pass to Customer as of delivery, upon which date AT&T will have no further obligations of any kind with respect to that Purchased Equipment, except as set forth in an applicable Attachment, Pricing Schedule or Service Guide. If Customer does not accept the Equipment, the Equipment should be returned to the manufacturer. AT &T will obtain fivm.the manufacturer and forward to Customer a Return Material Authorization. AT &T retains a purchase money security interest in each item of Purchased Equipment until Customer pays for it in full; Customer appoints AT &T as Customer's agent to sign and file a financing statcmentto perfect AT&T's security interest. 123 All Purchased Equipment provided under this Agreement is provided on an "A.S IS" basis, except that AT &T will pass through to Customer any warranties available from its Purchased Equipment suppliers, to the extent that AT &T is permitted to do so under its contracts with those suppliers. 124 All ownership interest in a party's facilities and associated ,Equipment used in connection with the Services shall at all tunes remain with that party_ If any Customer Equipment is used to provide the Service, Customer grants AT &T a non - transferable and non - exclusive license to use such Customer Equipment in the manner necessary to provide the Service. 13.0 rWOR.T,MORT CONTROL 13.I The parties acknowledge that equipment, products, Software, and technical information (including, but not limited to, technical assistance and training) provided under this Agreement may be subject to import or export laws, conventions or regulations, and any use or transfer of the equipment, products, Software, and technical information must be in compliance with all such laws, conventions and regulations. The parties will not use, distribute, transfer, or transmit the equipment, products, Software, or technical information (even if incorporated into other products) except in compliance with such laws, conventions and regulations. If requested by either party, the other party agrees to sign written assurances and other documents as may be required to comply with such laws, conventions and regulations, 132 In the event any necessary import or export license cannot be obtained within six (6) months after making an application, neither party shall have further obligations with respect to providing or purchasing and, if applicable, Customer shall return the equipment, products, Software, or technical information that is the subject matter of the unsuccessful application. 14.0 WrESA: E+CB'tIAAI.I=ROPERTY RIGHTS All intellectual property in all Services shall be the sole and exclusive property of AT &T or its suppliers. is, GENERAL PROVISIONS 15.1 Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement shall not operate as a waiver of any other breach of this Agreement. 152 This Agreement may not be assigned by either party without the prior written consent of the other, except that either party may, without the other party's consent, assign in whole or in relevant part this Agreement or any Attachment to a present or future Affiliate or successor, provided that any such assignment shall be contingent upon the assignor remaining responsible for the performance of its assignee and AT &T determining Customer's assignees) to be creditworthy and in compliance with any eligibility criteria for the Services. AT&T may subcontract work to be performed under this Agreement, but shall retain responsibility for all such work. In countries in which AT &T does not have an Affiliate to provide Service, AT &T may assign its rights and obligations related to a Service provided in such a country to the local service provider; provided however, that AT &T shall be responsible to Customer for such obligations. in some such countries, Customer may be required to contract directly with'the local service provider. 153 If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 15.6, applicable law mandates a different interpretation or result, the remaining provisions shall remain in effect and the parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 15.4 Any legal action" arising in connection with this Agreement must begin within two (2) years after the cause of action arises. 15,5 Any required notices under -this Agreement shall be in writing and shall be deemed validly delivered if sent by hand (in which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to have been affected one (1) business day from the date of mailing), or by first class pre- paid post (in which case delivery will be deemed to have been effected five (5) days from the date of posting), or by facsimile or electronic transmission (in which ease delivery will be deemed to have been effected on the day the transmission was sent). Any such notice shalt be sent to the office of the recipient set forth on the cover page of this Agreement or such other office or recipient as designated in writing from time to time. MA VEIL Xl AND CSOA.T M 69/23/06 -a AT&T AND CUMNMR CONFIDENTIAL iPago 7 of 11 AT&T IAA. Reference Ito. 4�enerat Terms and Conditions 15.5 Unless local law would require otherwise, the construction, interpretation and performance of this Agreement shall be governed by the substantive taw of the State of New York, excluding its choice of law rules, and applicable laws and regulations of the United States of America. The United Nations Convention on Contracts for International Sate of Goods shall not apply. The parties consent to the exclusive Jurisdiction of the courts located in New York City, USA. 25.7 This Agreement does not provide any third party (including Users) with any remedy, claim, liability, reimbursement, cause of action or other right or privilege. 15.8 The respective obligations of Customer and AT &T, which by their nature would continue beyond the termination or expiration of any Attachment, Pricing Schedule or this Agreement, including, without Iimitation, the obligations regarding Use of Information, Publicity and Marks, Further Responsibilities and Limitations of Liability, shall survive termination or expiration. 15.9 The authentic language of this Agreement is English. In the event of a conflict between this Agreement.and any translation, the English version will take precedence. 15.10 THIS AGREEMENT CONSTITUTES THE ENTIRE AGREENffiNT .BETWEEN TBE PARTIES WITH RESPECT TO THE SERVICES. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, REPRESENTATIONS, STATEMENTS OR UNDERSTANDINGS, WHETHER, WRITTEN OR ORAL CONCERNING THE SERVICES, OR THE RIGHTS AND OBLIGATIONS RELATING TO THE SERVICES. THIS AGRE0,4ENT SHALL NOT BE MODIFIED, OR SUPPL.ENIENTED BY ANY WRITTEN OR ORAL STATEMENTS, PROPOSALS, REPRESENTATIONS, ADVERTISEMENTS, SERVICE DESCRIPTIONS OR CUSTOMER'S PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH IN MS AGREEMENT„ A PRICING SCHEDULE OR AN ATTACHMENT. MA VERXIAND CSOA.DOC 09/23 /€76-a AT&T AND CUSTCeMM CgD14NF D NTIA L Pages of 11 AT&T MA Reference No. AT&T Comprehensive Service Order Attachment or ef -XT&TEnfify("AT&rf; City of South Miami AT &T Carp. 6130 Sunset Dr. One AT &T Way South Miami, PL Bedminster, New Jersey (Y7921.0752 33143 lau Name: Gramaf Reyes AT&T Internet Services Contract Management Title: FAXNumber 900-235-7527 Telephone. 305 663-6320 Email: MasT@att.cQIn Fax: Email: GreYes@cjtYofSouffimimrdxet The Comprehensive Service Order Attachment attached hereto is a part of the Agreement between AT&T and Customer referenced above. iMAV'ER)UANDCSOA.DOC 09/23/06-a AT&T AND CUSTWERCONFIDENTIAL page 9ofIl Comprehensive Service Order Attachment For AT &T AdniHstrative Use Only Master Agreement Nat.J AT &T Comprehensive Service Order Attac=hment 1. THE SERVICE; DE IONS 1.1 Services A. AT &T will provide the Services to Customer under this Attachment that are identified in the applicable Pricing Schedules. B. The pricing, service descriptions and other provisions relating to the Services will be as set forth in: (i) this Attachment (including, the Pricing Schedules and any Addenda to this Attachment); (ii) the Agreement's General Terms and Conditions; and (ii) the appropriate section of the Service Guide or the Applicable Tariffs. C. This Attachment shall remain in effect until no Service Component provided under this Attachment remains in service. 1.2 Deflafti;ons Capitalized terms used but not defined in this Attachment are defined elsewhere in the Agreement. "Applicable Tariffs" consist of the standard AT &T service descriptions, pricing and'other provisions fled by AT &T or any of its. Affiliates with the appropriate regulatory commission having jurisdiction respecting a Service, as revised from time to time. In the event an Applicable Tariff is withdrawn by AT &T or tariffing is no longer permitted or required by the appropriate regulatory commission, references to the Applicable Tariff shall be deemed to refer to the corresponding applicable provisions of the Service Guide. " Effective Date" of a Pricing Schedule is the date on which the last party signs this Attachment or, for a subsequently added Pricing Schedule, the date on which the last party signs the Pricing Schedule, If the rules of a regulatory authority having jurisdiction respecting a Service would require a later date, the Effective Date of the applicable Pricing Schedule shall be in accordance with such rules. "MARC (Minimum Annual Revenue Commitment)" means an annual revenue commitment set forth in an applicable Pri .-ing Schedule that Customer agrees to satisfy during a Pricing Schedule Term. "MARC- Eligible Charges" means, unless the applicable Pricing Schedule indicates otherwise, the recurring and usage charges, after applicable discounts and credits, incurred by Customer for the Services identified in the applicable Noing Schedule as MARC- contributing. Notwithstanding anything set forth in a Pricing Schedule, the following charges shall not be deemed MARC Eligible Charges: (a) charges for or in connection with Purchased Equipment; (b)charges for outsourcing services; (c) taxes, and (d) charges imposed in connection with governmentally imposed costs or fees (such as USF, PICC, payphone service provider compensation, E911 and deaf relay charges). . Pricing Schedule" means a pricing schedule to this Attachment. `` Pricing Schedule Term " is the period of time stated in the applicable Pricing Schedule. . "Service" means collectively all of the Service Components Customer orders under a Pricing Schedule. " Service Guide" means the standard AT&T service descriptions, pricing and other provisions, as revised by AT &T from time to time, relating to Services offered under this Attachment (if there is no Applicable Tariff). The Service Guide is Iocated at 'http: /Iwww.serviceguide.att com/ABS /ext or http : / /www.att.com/abs/serviceguido or such other AT &T designated location. "Termination Charges" means the charges identified in Sections 2.3 and 2.4 below, payable by Customer in certain termination circumstances. 2 TE U*M NATION 2.7 If a Service or a Service Component is terminated, Customer must pay all charges incurred as of the effective date of termination. 2.2. if Customer terminates a Service or a Service Component for material breach, Customer shall not be liable for any Termination Charges. 23 If Customer terminates a Service Component other than as set out under Section 2.2 above or AT&T terminates a Service or a Service Component for material breach, Customer must pay: (ij any credits, waived charges or unpaid amortized charges if the Service Component is terminated prior to the end of an applicable minimum retention period -(specified in the Pricing Schedule, the Service guide or the Applicable Tariffs), (ii) the applicable amount .of recurring charges for the terminated. Service Component multiplied by the number of months remaining in an applicable minimum payment period (specified k the Pricing Schedule, the Service Guide or the Applicable Tariffs); and (iii) any access faeilitles cancellation charges .and other third -party charges incurred by AT &T due to the termination. The charges'set forth in (i) and (ii) above will not apply if a terminated Service Component is replaced with an upgraded like Service Component at the same Site(s), provided the applicable minimum period and associated charge for the replacement Service Component are each equal to or greater than the applicable period and charge for the terminated Service Component. 2.4 In the event of a termination of a Pricing Schedule either by Customer other than as set out in Section 2.2 above or by MA VER XI AND CSOA.DOC 09/23 /A6 -a AT&T AND CUSTOINIERCOF"dp'I13Ei1"A'UL Page 10 of 11 Comprehensive Service Order Attachment. For AT&T Administrative Use Only Master Affeembnt No. AT&T Comprehensive Service Order Attachment AT&T for material breach, Customer must pay: (i) a Termination Charge equal to 50% of the unsatisfied MARC for the year of the Pricing Schedule Term in which the Pricing Schedule is terminated plug 5014 of the MARC for each year remaining in the Pricing Schedule Term; and (H) the amounts set forth in Section 2.3, above. 3. MINUVIUM COMMITMENIVCHARGES If, on any anniversary of a Pricing Schedule Term start date, the Customer has failed to satisfy the MARC for the preceding 12 month period, the Customer will be billed a shortfall charge in an amount equal to the difference between the MARC and the total of the applicable MARC- Eligible Charges incurred during the 12 month pariod in such a case, Customer shall not be entitled to receive, promotional, compliance or other credits until Customer pays the shortfall charge. 4. PRICING 4.1 Pricing Schedule Unless otherwise stated in a Pricing Schedule, the rates and charges stated in the Pricing Schedule are stabilized until the end of the Pricing Schedule Term and apply in lieu of the corresponding rates and charges set forth in the Service Guide or the Applicable Tariff-s. * Pricing for any Service Components that are not listed in a Pricing Schedule will be as described in the Service Guide or the Applicable Tariffs or as agreed on an individual case basis. Unless otherwise stated in a Pricing Schedule, after the end of the Pricing Schedule Tenn AT&T may modify the rates, charges, terms and conditions applicable to the Service covered by' such Pricing Schedule an thirty (30) days' prior notice. 4.2 Disco-ants The discounts set forth or referenced in a Pricing Schedule are the only discounts applicable to the Services and will be applied to the applicable rates and charges in the manner and to the extent specified in the applicable sections of the Service Guide or the Applicable Tariffs. 4.3 PromotionslCredits/Waivers Customer is eligible only for promotions, credits or waivers Identified in the applicable Pricing Schedule. Unless otherwise stated in the applicable Pricinj Schedule, any additional promotions, credits or waivers set out in the Service Guide or an Applicable Tariff will not apply. 4.4 Charges Regardless of any stabilization of rates or charges that may appear in this Attachment or in a Pricing Schedule, AT&T reserves the right to increase charges as a result of- (i) expenses incurred by AT&T reasonably relating to regulatory assessments stemming from an order, rule or regulation of the Federal Communications Commission or other regulatory authority or court having competent jurisdiction (including but not limited to payphone, PICC and USF related expenses and E911 and deaf relay charges); or (H) in the case of local exchange Services and voice over Internet protocol applications and Services, the price or availability of network elements used in the provision of the Services, amounts other carriers are required to pay to AT&T or the amount AT&T is required to pay to other carriers in connection with the provision of the Servicei to Customer under an applicable Piking Schedule. 5. COMMISSION JURISDICTION If a Pricing Schedule is subject to the jurisdiction of a.. regulatory commission, each such Pricing Schedule will be subject to changes or modifications as the controlling commission may direct from time to time in -the exercise of its jurisdiction. Therefore, for this purpose, each such Pricing Schedule will be deemed to be a separate agreement with respect to the Services of in a particular jurisdiction. 6. E LIGM11=)OTHER MUMEMEENTS If a Pricing ,,, Schedule providing regulated telecommunications services that are subject to the jurisdiction of a United-States-based regulatory* authority is available to other potential purchasers of the service, it will be available to such purchasers who execute an identical Pricing Schedule only once, either by the purchaser or any Affiliate of the purchasing entity. MA VER M AND CSOA.DOC 09/23/06-a AT&T AND CUSTOMR CONFIDE, NTIAL Page 1€ of 11 "rte' f -u ME, Managed Internet Service (MIS) Date Prepared: 10/24/2007 Customer Information AT &T Contact Information City of South Miami MRC NRC Flat Rate Port $324.00 Usage Based Port 305 -569 -7325 Local Access $265.00 Optional Services Totals $589.00 Customer Information AT &T Contact Information City of South Miami Miriam Buonomo Gramaf Reyes Account Manager 6130 Sunset Dr. 305 -569 -7325 South Miami, FL 33143 mb0481(a att.corn 305- 663 -6320 Greves(a)citvofsouthmiami. net .a -• - Managed Internet Services (MIS) is an Internet access service that combines a high - speed, dedicated connection with consolidated application management. 111112111911121 MRC Per Mbps Hi -CAP Flex T3 - Private Line, ATM Hi -CAP Flex OC3 Private Line Hi -CAP Flex OC12 Private Line Hi -CAP FLEX OC48 Private Line HI CAP FLEX - Fast Ethernet 100 Mbps HI CAP FLEX - Gigabit Ethernet 1000 Mbps BURSTABLE T1 - Private Line, Frame Relay BURSTABLE T3 - Private Line, ATM Burstable OC3 - Private Line Burstable OC12 - Private Line Burstable OC48 - Private Line Shadow Ti - Private Line /Frame Relay* Shadow T3 Private Line /Frame Relay* Totals * available for MARO Redundant Link only • • • • n • D 0 This document presents Net Pricing, inclusive of discounts and promotions. Pricing does not include applicable taxes, fees and surcharges. If a pricing discrepancy were to exist, contract or service guide prices will prevail. Unless otherwise specified in writing by AT &T, this proposal shall expire in sixty (60) days from the quote prepared date above. Each party may withdraw from discussions relating to this proposal at any time without liability or further obligation to the other party. Submission of this proposal does not obligate either party to enter a contract of any kind, create legal obligations on the part of either party or obligate either party to pay expenses incurred by the other party. I ne co11Lern5 ur We unwmeni ate unpuuuyneur propner.dry, dnu cunuuenudi dnu mdy nor. ue cupieu, a 5ciu5eu, ur u5eu, nl wnure or m pdrr., wiulaul We express written permission of AT &T Intellectual Property or affiliated companies, except to the extent required by law and insofar as is reasonably necessary in order to review and evaluate the information contained herein. Thie nrnn —I rnn}ainc nrnnrin }anr anr{ rnnfiriential AT%T infnrmatinn that }he li-1- ie r.—i— i }n main}ain ac rnnfirian }ial tha riion} may rree nnl.r }n evabra}e Any future contract is contingent upon AT &T and customer entering into a valid written agreement for the products and /or services discussed above. Such written agreement will supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, between the parties relating to the subject matter of the written agreement. Prepared By: kj2395 ,'�?'�`"`'�;.,.. ""� ,� �.,� �'� ..-`���'��.r ' T.`' S�", .r���`�'@- r'•�`�1���'*:�+:G.�°. �'?�� �fi� .- '"'��` �ir�: s�-z� � n ' �� �`�` . ». S��! ��;� ;�.'a��,���? _.�:� , , � �.`�'a �'�"�'_�.?+K'� ?'� . �'. >�t;{:,�,_ kg 0r r Pe ;rk, x^,« , jw Managed Internet Service (MIS) Date Prepared: 1/24/2008 Customer Information City of South Miami Gremaf Reyes 6130 Sunset Dr South Miami, Fl 33143 305 663 -6320 greyes@cityofsouthmiami.net AT &T Contact Information Miriam Buonomo Account Manager 305 569 -7325 mb0481 @att.com Managed Internet Services (MIS) is an Internet access service that combines a high - speed, dedicated connection with consolidated application management. m a o ! ' •!s This document presents Net Pricing, inclusive of discounts and promotions. Pricing does not include applicable taxes, fees and surcharges. If a pricing discrepancy were to exist, contract or service guide prices will prevail. Unless otherwise specified in writing by AT &T, this proposal shall expire in sixty (60) days from the quote prepared date above. Each party may withdraw from discussions relating to this proposal at any time without liability or further obligation to the other party. Submission of this proposal does not obligate either party to enter a contract of any kind, create legal obligations on the part of either party or obligate either party to pay expenses incurred by the other party. file cunr.cros or Me uocunrerrr. are unpuuusneu, prupner.ary, dnu wnuuCnudl dnu [Tidy nor. Ue cupleu, UISLIUSeLl, or useu, III wnure ur III parr., wrulouL ule express written permission of AT &T Intellectual Property or affiliated companies, except to the extent required by law and insofar as is reasonably necessary in order to review and evaluate the information contained herein. Thic nrnnncai rnn}ainc nrnnria }a ni anri nnnfirian }ial ATP.T infnrma }inn }ha} }ha niran} is ­0­1 }n main }ain ac rnnfirian }iai }ha I -lion} mau nca nnly }n avalna }a Any future contract is contingent upon AT &T and customer entering into a valid written agreement for the products and /or services discussed above. Such written agreement will supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, between the parties relating to the subject matter of the written agreement. Prepared By: dn4943 .-.�� "�,. -�, "F`7� �,-S,� ,mss, �"� ;�'r: ,{r r—•° v� �-z^ , a".� "� �h �" -�-� .s.�._"a '�a� � a� °� �,." ' . �'. MRC NRC Flat Rate Port $324.00 Usage Based Port Local Access $265.00 Optional Services Totals $589.00 Customer Information City of South Miami Gremaf Reyes 6130 Sunset Dr South Miami, Fl 33143 305 663 -6320 greyes@cityofsouthmiami.net AT &T Contact Information Miriam Buonomo Account Manager 305 569 -7325 mb0481 @att.com Managed Internet Services (MIS) is an Internet access service that combines a high - speed, dedicated connection with consolidated application management. m a o ! ' •!s This document presents Net Pricing, inclusive of discounts and promotions. Pricing does not include applicable taxes, fees and surcharges. If a pricing discrepancy were to exist, contract or service guide prices will prevail. Unless otherwise specified in writing by AT &T, this proposal shall expire in sixty (60) days from the quote prepared date above. Each party may withdraw from discussions relating to this proposal at any time without liability or further obligation to the other party. Submission of this proposal does not obligate either party to enter a contract of any kind, create legal obligations on the part of either party or obligate either party to pay expenses incurred by the other party. file cunr.cros or Me uocunrerrr. are unpuuusneu, prupner.ary, dnu wnuuCnudl dnu [Tidy nor. Ue cupleu, UISLIUSeLl, or useu, III wnure ur III parr., wrulouL ule express written permission of AT &T Intellectual Property or affiliated companies, except to the extent required by law and insofar as is reasonably necessary in order to review and evaluate the information contained herein. Thic nrnnncai rnn}ainc nrnnria }a ni anri nnnfirian }ial ATP.T infnrma }inn }ha} }ha niran} is ­0­1 }n main }ain ac rnnfirian }iai }ha I -lion} mau nca nnly }n avalna }a Any future contract is contingent upon AT &T and customer entering into a valid written agreement for the products and /or services discussed above. Such written agreement will supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, between the parties relating to the subject matter of the written agreement. Prepared By: dn4943 .-.�� "�,. -�, "F`7� �,-S,� ,mss, �"� ;�'r: ,{r r—•° v� �-z^ , a".� "� �h �" -�-� .s.�._"a '�a� � a� °� �,." ' . �'.