Res No 122-16-14677RESOLUTION NO: _1_2_2_-_1 6_-_1_4_6_77
A Resolution authorizing the City Manager to enter into a three-
year agreement with AT & T 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, Miami-Dade County ITO is the City's IT maintenance and services
provider; and
WHEREAS, Miami-Dade County ITO is upgrading the City's network to an AT&T
Switched Ethernet network that will provide the City improved bandwidth and
redundancy while also transitioning the City to a new virtual server infrastructure
hosted at the Miami-Dade County Main Data Center; and
WHEREAS, the City will transition from FPL FiberNet, the City's current network
connection provider, to a network serviced and maintained by AT&T thereby
consolidating these critical network services under Miami-Dade County ITO. Miami-
Dade County has specifically requested that the City obtain AT&T circuits in an effort to
maintain uniformity with their circuits and redundancy for constant connectivity. The
agreement is a sole source since the circuits must communicate to two AT&T circuits;
70.LlXN.500110 & 70.LlXN.500639 and according to Miami-Dade County ITO, no other
provider can communicate to these two circuits; and
WHEREAS the expenditure, paid directly to AT&T, will be charged to Internet
Service, account no. 001-1340-513-4632.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1. The City Manager is authorized to enter into a three-year agreement
with AT&T to replace existing network connections at Parks and Recreation, Public
Works and City Hall. A copy of the Agreement is attached.
Section 1. 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
enactment.
Page 1 of2
Res. No. 122-16-14677
PASSED AND ADOPTED this ~ day of June, 2016.
ArrEST:
~oy
Page 2 of2
~~
MAYOR
COMMISSION VOTE: 4-0
Mayor Stoddard: Yea
Vice Mayor Welsh: Yea
Commissioner Harris: Yea
Commissioner Liebman: absent
Commissioner Edmond: Yea
South~iami CITY OF SOUTH MIAMI
OFFICE .OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM lfIE CITY OF PlEASANT1MNCi
TO: The Honorable Mayor & Members of the City Commission
FROM: Steven Alexander, City Manager
Apnda Item No.:lL DATE: June 21, 2016
5uaIEcr: A Resolution authorizllll the CIty Man.. to enter into a three-year
...... ent with AT&T to replace exlstlna network connections at Paries and
Reaeatlon, Public Works and aty Hall.
BAcxGROUND: The City currently has three internal· network circuits located at Parks "
Recreation, Public Works and City Hall. Reliability and performance of the
drcuit Is critical and must be maintained at all times. Transltlonlng to the ATa T
option will Increase the City Hall drcuit from 20MB to 100MB enhandng the
performance and reliability of all circuits, while still maintaining a complete .
fiber based system. Fiber systems have more bandwidth capacity, as well as,
not as susceptible to lighting strikes as copper based systems.
These enhancements, while providing the City Improved bandwidth and
redundancy, will allow the City to transition to a new virtual Infrastructure
hosted at the Miami-Dade County Main Data Center (SW 87th Ave & SW 56th
St.). The infrastructure will be compatible with Miami-Dade County's netWork
and circuits, provided by AT&T, and will eliminate compatibility issues, and
provide seamless management of the network by Miami-Dade County lTD on
the City's behalf.
The virtual infrastructure hosted by Miami-Dade County lTD is more secure
and provides critical back-up should the City experience server failures.
Additionally, Miami-Dade County ITO has been moving most of the City's
servers Into their secure Category 5 building ensuring the City's critical systems
are up and running should the City Hall structure experience a catastrophic
failure due to a natural or man-made disaster.
The City currently receives its services for internal circuits from FPL -Flbemet.
Miami-Dade County has specifically requested that the City obtain AT&T
circuits In an effort to maintain uniformity with their circuits and redundancy
for constant connectivity.
~. SoutH Miami
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM . THE CITY OF PLEAsAmUV"~(;
ATTAOtMENTS:
In addition, the circuits MUST communicate to the following 2 AT&T circuits;
70.llXN.SOOll0 & 70.UXN.S00639. According to Miami-Dade County lTD, no
other provider can communicate to these two circuits.
Below is a breakdown related to the costs for the required circuits, as it
compares with the City's current circuit costs.
AT&T
Detail & Bandwidth Cost
Miami-Dade County
100 Mbps Circuit Acce~ $707
City of South Miami
100 Mbps Circuit Access $707
Parks & Recreation
8 Mbps Circuit Access $462
Public Works
8 Mbps Circuit Access $462
Tatal Monthly Expense (exdud'l'II Taxes) $2,338
FPL FIbemet .
Detail a Bandwfdth Cost
City of South Miami $760 20 Mbps Circuit Access
Parb & Recreation $750 10 Mbps Circuit Access
Public Works $750 10 Mbps Circuit Access
Total Monthly Expense (8XI:.udll'll Taxes) $2,260
The monthly cost for the AT&T circuits is an additional $936 a year in cost;
however the bandwidth for the AT&T circuit for direct communication is
being increased from 20 mbps to 100 mbps and a second circuit is being
installed for redundancy.
$2,338 per month, excluding taxes
Account No. 001-1340-513-4632; MIS -Internet Service
Resolution
AT&T Agreement and Quotation
CI1¥ of S. Miami City Hall
100 Mbps Circuit Access
1 Gbps Port
Parks & Recreation Dept
8 Mbps Circuit Access
1 Gbps Port
Public Works Dept
8 Mbps Circuit Access
1 Gbps Port
re,-. t .. I
Symetrical Service
On Demand Service up to 1 Gbps
36 Month Contract
Budgeta,,'Oesign Quote P .. pared 'For:
" .. CJtyofSQuth .,i8rnf
, POint to Point Service , "Ckio.. 'ood until7i4l1ff ' " ",9" . ,
InCluded Features and Benefits
$460.64
$246.67
$215.62
$246.67
$215.62
$246.67
**$600.00
Redundant Fiber Network
Fortune 50 Corporation
Importit~Options and Infonnation
Taxes and fees are additional
Unless quoted above, inside wiring not included First Month Bill is Pro-Rated -Bill will be Slightly
Higher Than Normal
, Solution Desian Details
Prepared For: Prepared By:
Alfredo Riverol AT&T Technical Service Consultant
City of South Miami Holly Baldwin
305 663-6343 888 815-6496
ariverol@southmiamifl.gov hb1669@att.com
Contract Id : 4813214
~at&t
AT&T MA Reference No . MA50003092UA
AT&T Contract ID No. SDN4NXVSH I
AT&T SWITCHED ETHERNET SERVICEsM (with NETWORK ON DEMAND)
Pricing Schedule Provided Pursuant to Custom Terms
Please sign by 07-08-2016
Customer . AT&T
City of South Miami The applicable AT&T IlEC Service-Provid ing Affil iate(s)
Street Address: 6130 Sunset Dr , NA
City: South Miami State/Province : Fl
Zip Code: 331435093 Country: USA
Customer Contact(for Notices) .. AT&TContact(for Notices)
Name : Alfredo Riverol Name: HOllY BALDWIN
Title : CFO Street Address : 8401 GREENWAY BLVD # 5
Street Address : 6130 Sunset Dr City: MIDDLETON State/Province : WI
City: South Miami Zip Code: 53562 Country: USA
StateIProvince: Fl Telephone: 8888156496 Fax : 8558050831
Zip Code: 33143 Email : hb1669@us .att ,com
SalesIBranch Manager: SALLY KESSEN Country: USA SCVP Name: DINO PERONE
Telephone : 3056636343 Sales Strata: Retail-Direct Sales Region: US-MIDWEST
Fax: With a COPY (for Notices) to:
Email: ariverol@southmiamin,gov AT&T Corp.
Customer Account Number or Master Account Number: 1-4L7MV-135 One AT&T Way
Bedminster, NJ 07921-0752
AnN: Master Agreement Support Team
Email: mast(illatl.com
AT&T Solution Provider or Representative hiformation (if applicable) 0
Name: Company Name:
Agent Street Address : City: State: Zip Code: Country: USA
Telephone: FaK: Email: Agent Code
This Pricing Schedule for the service(s) identified below ("Service") is part of the Agreement referenced above . Customer requests that its identity
be kept confidential and not be pub licly disclosed by AT&T or by any regulatory commission , unless required by law .
Services purchased under this Pricing Schedule must be ordered and managed using the AT&T Network on Demand process described in the
Network on Demand Guide available at: http://cpr ,att,com/pdf/publicationsINOD Guid e.pdf which is incorporated herein by reference and is
subject to change by AT&T from time to time ,
I For AT&Tintemaluse only :
pcs Jlrocess ed_cs_approved
Title :
Date :
I Contract Ordering and BiRing Number (CNUM):
AT&T and Customer Confidential Information
Pa e 1 of6
ASE _NoD JjsJLEC_countersign _e Tool
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Contract Id: 4813214
WK# -Interstate-lnterlA T A -TBD For AT&T Administrative Use Only
Pricing Schedule No. ___ _
Original Effective Date: ___ _
AT&T Switched Ethemet Services", (with Network On Demand) Pricing Schedule Provided Pursuant to Custom Terms
1. SERVICE, SERVICE PROVlDER(S) and SERVICE PUBLICATION{S)
1.1 AT&T Switched Ethernet SelVice sll
Service
AT&T Switched Ethernet ServiceSM
AT&T Alabama
AT&T Arkansas
AT&T California
AT&T Florida
AT&T Goorgia
AT&T Illinois
1.2 Inside Wiring
·Service Publication _ Service PubJicationlocation
(incorporated by reference)
AT&T Switched Ethernet Service Guide htto:llcr,}I.att.com/[ldf/commonEthServGuide.htmi.
AT&T Indiana
AT&T Kansas
AT&T Kentucky
AT&T Louisiana
AT&T Michigan
AT&T Mississippi
Service Providers
AT&T Missouri
AT&T Nevada
AT&T North Carolina
AT&T Ohio
AT&T Oklahoma
AT&T South Carolina
AT&T Tennessee
AT&T Texas
AT&T Wisconsin
8eUSouth Telecommunications,
LLC d/b/a AT&T Southeast
I ~ervice I AT&T Inside Wiring
Service Provider
....
Service Publication :Service Publication LoCation .-.-....
Same as the AT&T Service Provider for the AT&T Inside Wiring Service Attachment htto:f1c()!.att.comlodf/service QYbficafionslAS
AT&T Switched Ethemet Service E SDN Inside Wiring Attachment.Ddt
2. PRICING SCHEDULE TERM, EFFECTIVE DATES
Pricing Schedule Tenn 36 months
---THE PRICING SCHEDULE TERM SHALL BE EXTENDED FOR ADDITIONAL 12·
MONTH TERMS UNDER THE SAME TERMS AND CONDITIONS HEREIN _.
UNLESS EITHER PARTY PROVIDES WRITTEN NOTICE OF ITS INTENT NOT TO
PRICING SCHEDULE TERM AUTO·, Ri:NEWAL • EXTEND THIS PRICING SCHEDULE AT LEAST 60 DAYS PRIOR TO THE
EXPIRATION OF THE THEN CURRENT PRICING SCHEDULE TERM. WHERE
PERMITTED BY LAW, CUSTOMER WAIVES ANY RIGHT TO RECEIVE NOTICE
PRIOR TO ANY SUCH AUTOMATIC EXTENSION.
Pricing follOwing the end of Pricing' Schedule Tenn Non-stabilized prices as modified from time to lime in applicable Service Publication
or, if there is no such pricing, the pricing in this Pricing Schedule
"Not applicable in states where notice is required prior to auto-renewal.·
3. MINIMUM PAYMENT PERIOD
SerVIce Components
--;
.. -;PercentageofMonthly Recurril'!g Charge Applied Minimum Payment Period
for CafculationofEarlyT ermination'Charges* per Service Component
All Service Components 50% plus any unpaid or waived Until end of Pricing Schedule Term
non-recurring charges
'Early termination charges shaD not exceed the total amount of mOflthly recurring charges for the remainder of the Minimum Payment Period;
refer to Network on Demand Guide tor details.
4. ADDS
AT&T Switched Ethemet Service Customer Port Connections may be purchased during the Pricing Schedule Term at lhe rates, terms and
conditions herein.
pcs.j)rocessed_cs_approved AT&T and Customer Confidential Information
Pa e2of6
ASE_NoDJlSJLEC_countersign_eTool
v.09-17-15.1
Contract Id: 4813214
WK# -lnterstate-lnterLATA -TBD For AT&T Administrative Use Only
Pricing Schedule No. ___ _
Original Effective Date: ___ _
AT&T Switched Ethernet ServiceSM(with Network On Demand) Pricing Schedule Provided Pursuant to Custom Tenns
5. RATES and CHARGES
5.1 AT&T SWITCHED ETHERNET SERVICE
5.1.1 Monthly Recurring Charges (MRC)
All Monthly Recurring Charge (MRC) rates are per port. The total MRC for a port is the sum of the Port Connection MRC, the Bandwidth MRC,
and any associated Feature MRC(s).
Port Connection MRC
.-
Customer Port Connection Speed MRC
100 Mbps $246.68
1 Gbps $246,68
Bandwidth MRC
If Customer changes the CIR and/or CoS configuration during the billing cycle, the Bandwidth MRC will be prorated based on the time interval for
each fi f conngura lon,
Committed
Infonnation
Rate (CIR)
2 MbpsCIR
4MbpsCIR
5 MbpsCIR
8 MbpsCIR
PCSJlrocesse<tcs _approved
Bandwidth MRC (1 DO Mbps and 1 Gbps Port Connections)
Non Critical
High
$ 104.75
$ 123,44
$ 157.10
$ 207.78
Class of Service (CoS)
Business Critical Business Critical
Medium High
$ 108.36 $ 130.04
$ 127.08 $ 148.86
$ 164.42 $ 182.68
$ 215.63 $ 233.27
AT&T and Customer Confidentiallnformafion
p e3016
Interactive RealTime
$ 153.51 $ 166.16
$ 168.82 $ 181.53
$ 200.95 $ 215.56
$ 248.94 $ 266.58
ASE_NoD -psJLEC _countersign_e Tool
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Contract Id: 4813214
WK# • Interstate·lnterLA T A -TBD For AT&T Administrative Use Only
Pricing Schedule No. __ _
Original Effective Date: __ _
AT&T Switched Ethernet ServiceSil (with Network On Demand) Pricing Schedule Provided Pursuant to Custom Terms
Committed
Information
Rate (CIRl
10 MbpsCIR
20 Mbps CIR
50 MbpsCIR
100 Mbps CIR
150 Mbps CIR
250 MbpsCIR
400 MbpsCIR
500 Mbps CIR
600 Mbps CIR
Bandwidth MRC (100 Mbps and 1 Gbps Port Connections)
Non Critical
High
$ 242.42
$ 317.77
$ 371.91
$ 437.61
$ 610.58
$ 695.69
$ 765.80
$ 813.25
$ 931.07
Class of Service (CoS)
Business Critical Business Critical
Medium High
$ 254.15 $ 293.25
$ 332.55 $ 369.50
$ 388.99 $ 426.94
$ 460.64 $ 499.03
$ 640.88 $ 670.24
$ 730,48 $ 823.24
$ 804.43 $ 895.32
$ 853.68 $ 943.54
$ 977.19 $1080.39
AT&T and Customer Confidential Information
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Interactive RealTime
$ 332.35 $ 355.81
$ 406.44 $ 436.00
$ 464.89 $ 500.94
$ 537.42 $ 575.81
$ 699.14 $ 750.41
$ 916.00 $ 983.25
$ 986.22 $1058.94
$1033.40 $1109.78
$1152.86 $1234.11
ASE_NoD JlsjLEC_countersign_e Tool
v.09·17-15.1
Contract Id: 4813214
WK# -Interstate-lnterLA T A -TBD For AT&T Administrative Use Only
Pricing Schedule No. ___ _
Original Effective Date: ___ _
AT&T Switched Ethernet ServiceS'" (with Network On Demand) Pricing Schedule Provided Pursuant to Custom Tenns
Bandwidth MRC (100 Mbps and 1 Gbps Port Connections)
Class of Service (CoS)
Committed
Information Non Critical Business Critical Business Critical
Rate (CIR) Interactive RealTime
High Medium High
1000 Mbps CIR $1056.00 $1109.88 $1196.08 $1282.28 $1374.95
Feature MRC
Feature MRC
Enhanced Multicast $80.5
5.1.2 Non Recurring Charges (NRC)
Standard Non Recurring Charges for installation of new Customer Port Connections, per the applicable Service Publication, will be waived.
5.1.3 Additional Charges
Charges for additional Service options may apply, per Service Publication. Charges for special construction, if needed, may also apply.
5.2 AT&T INSIDE WIRING
Charges for AT&T Inside Wiring are as set forth in the Service Publication.
pcs-processed_cs_approved AT&T and Customer Confidential Information
Pa e5of6
ASE_NoD -psJLEC_countersign_e Tool
v.Q9..17 -15.1
Contract Id: 4813214
WK# -Interstate-lnterLA T A -TBD For AT&T Administrative Use Only
Pricing Schedule No. ___ _
Original Effective Date: ___ _
AT&T Switched Ethernet ServlceSl.l(with Network On Demand) Pricing Schedule Provided ~ursuant to Custom Terms
End of Document
AT&T and Customer Confidential Information
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~at&t AT&T MA Reference No.
MASTER AGREEMENT
Cu&tomer AT&T
City of South Miami AT&T Corp.
Street Address: 6130 Sunset Dr
City: South Miami StatelProvince: FL
liD Code: 33143-5093 Country: USA
Customer Contact (for 1ICItices1 AT&T Contact (for notices)
Name: AIhdo Rivero! Street Address: 8401 Greenway Blvd Ste 800
Tille: CFO City: Middleton SI.aIe1Province: WI
SbeetAddress: 6130 Sunset Dr Zip Code: 53562 Country: USA
City: South Miami StateIProvince: FL
Zip Code: 33143 Country. USA WKh a copy to:
TeIephCIle: 305-~3 AT&T Corp.
Fax: One AT&T Way
Email: i!ivaoI@souttnniamil.gov Bedminster. NJ 07921~752
AnN: Master Agreement Support Team
EmaIl: I""",
This Master Agreement ("Master Agreementj, between the cusIDmer named above ("Customer") and the AT&T entity named above
("AT&T"). is effective when signed by both Customer and AT&T.
Tille:
Date: ?-/I-I/
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Tille:
Date:
AT. T and Customer ConIIdentiallnformation
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UA VER lit 11/16/2012
MASTER AGREEMENT
1. INTRODUCTION
1.1 Overview of Documents. This Master Agreement and the following additional documents (collectively, the "Agreement") shall
apply to aI products and services AT&T provides Customer pursuant to 1I11s Agreement ("Services") and &hal continue in effect so long as
Services are provided IJIderthis Agreement:
(a) PrIcing Schedules. A "Pricing Schedule" means a pricing schedule (including related attachments) or other document that is
attached to or is later exeaJted by the parties and references this Master Agreement A Pricing Schedule includes the Services,
the pricing (mcIuding discoun1s and commitments. if appIicaHe) and the pricing schedule term ("Pricing Schedtje Tennj.
(b) Tariffs and GuIdebooks. "Tariffs" are documenls containing the descriptions, pricing and oIherterms and conditions for a Service
that AT&T or its Affiliates file with regulatory aulhorilies. "Guidebooks" are documents (designated as GuiIebooks or Price LisIs)
containing the descriptions, pieing and other tenns and oordtions for a Service that were but no longer are tied wiIh regulatory
authorities. Tariffs and Guidebooks CIII be found at aU.cun/senricepub!icaI or other locations AT&T may designate.
(e) AccepIIbIe Use Policy. AT&Ts Acceptable Use Policy rAUP1 applies to (ij Services provided over or aa:essing the Internet
and (i) \\ftIess (i.e., cellular) data and messaging Services. The AUP can be found at at!.cgmlaup or otherIocalionsAT&T may
designate.
(ef) Service Guides. The descriptions. pricilg and OIher terms and concfdions for a Service not covered by a Tariff or Guidebook may
be contained In a ServIce Guide. v.fIich can be found at aIlcomJseryicepubls or oilier locations AT&T may designate.
1.2 PrioritJ d Documents. The order of priority of the documen1s 1I1at form this Agreement is: the appfic:atH Pricing Schedule or
()der; this Master Agreement; the AUP; and TMffs, Guidebooks and Service Guides; provided that Tariffs will be list in priority in any
jI.Iisdiction where applicable law or regulation does not permit contract terms to take precedence over inconsistent Tariff terms.
1.3 Revisions to Documents. Subject to Section 8.2(b) (Materially Adverse Impact), AT&T may revise Service NicaIions at any
time.
1.4 Encution by AfIIIIIIes. An AT&T AfIIaIe or Customer AfliIiaIe mill sign a Pricing Schedule in iIs own name, and such AIiaIe
contract will be a separate but assoc:iaIed mnIracI incorporaIitl9lhe terms of this Agreement. CUstomer ... AT&T will cause ther respective
Affiates to OOIIIPY with any sudl separae and assodated c:ontract.
2. AT&T DELlVERABLES
2.1 Services. AT&T .. either provide or arrange lJ have an AT&T AfliIiafe proWIe Services to Customer and its Users. subject to !he
avaIabiIity and operatiIxlallimilations of systems, facilities and equipment Where required, an AT&T AfIiaIe authorized by the apprupriaIe
regulatory authority .. be the service provider. If an ~ SeMce PubIicaIion expressly permits Pacanent 01 an order for a SeMce
under !his Master Agreement wilhoot the execuIiIII of a Pricing Schedule, CUstomer may place such an onferusing AT&rs standard ordering
proaISSeS (an .~, and upon acceptance by AT&T, the Order shall oItIefwise be deemed a Pricing Schedule under VIs Master
Agreement for the SeMce ordered.
2.2 AT&T Equipment Services may be provided using equipment owned by AT&T Ihat Is located at the Site rAT&T Equipment"), but
ti1Ie to the AT&T Equipment wiI remain with AT&T. CUstomer nwst proWte adequate space and electric power for the AT&T Equlpnent and
keep !he AT&T Equipment physically secure and free from liens and enc:umbranoes. CUstomer wit bear lie risk of loss or damage to !he
AT&T Equipment (olherthan ordinary wear andtear), excepttolhe exlent caused by AT&T or its agents.
2.3 Purchased Equipmant Except as specified in a Service NJIication. tiDe to and risk of loss of PIJ'chased Equipnent sh~ pass
to Customer on delivery to the transport carrier for shipment to CUslDrner's designated location.
2.4 LicenIe Iftd Other Tenns. Software, Purchased Equipment and Thifd.Party Services may be provided subject to the terms of a
separate Iia!nse or other agreement between Customer and eiItJer the licerJSa'. the third-party service provider or !he lJ1iI1ufac1urer.
Customer's exeoolion of the Pricing Schedule for or placement of an Order for Software. Purchased Equipnent or Thid-Parly Services is
Customer'sagreementto comply with such separate agreement Unless a SeMce ~ic:alion specilies 0Iherwise. AT&Tssole I9SpCllsibiIily
with respec:tto lbinUlarty Services is 10 pace Customer's orders for Third-Party Services, except that AT&T mayinvoic:e and mlec:tpayment
from customer for the Third-Party Services.
3. CUSTOMER'S COOPERATION
3.1 Access Right Customer will in a timely manner allow AT&T access as reasonably required for the SeMces to propetty and
equipment thai: Customer controls and will obtain at CUstorner's expense timely access for AT&T as reasonably requied for the SeMces to
property c:ontroOed by third parties such as Customer's landlord. AT&TWll coordinate with and, except in an emergency. obtain CusfDmer's
consent to enter upon Customer's property and premises. which consent shall not be unreasonably withheld. ~ r91ts mean the right
to construct, Instal, repair, maintain, replace and remove access lines and network facilities and the right to use ancillary equipment space
wtil a buDding for Customer's connec:tion to AT&Ts network. Customer must pnvide AT&T timely informaIIon and access to Customer's
facilities and equipment as AT&T reasonably requires tor the Services. subject to Customer's reasonabte seQJI'ity policies. Customer will
fllnish any conduit, hdes, wireways. wiring. plans, equipment, space. power/utillies and other items as AT&T reasonably requires for the
Services and wiD ctJtain any necessary licenses, permits and consents Qncfuding easements and rights-of-way). Customer" have the Site
ready for AT&T to perform its wori( according to a mutually agreed schedule.
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AT&T and Customer ConfidentiaIlnfonnation
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UA VER 1111111612012
'. MASTER AGREEMENT
3.2 Safe Working Environment Customer will ensure that the location at whidt AT&T installs, maintains or provides Services is a
safe working environment, free of Hazardous Materials and reasonably suitable for the Services. "Hazardous Materials"'mean any substance
or material capable of posing ill unreasonable risk to health, safety or property or whose use, transpoIt, storage, handling, disposal or
release is regulated by any law related to poIhmn, to protection of air, water or soil or to heallh and safety. AT&T shall have no obigation to
perform work at a location that is not a suiabIe and safe working environment or to handle, remove or dispose of Hazardous Materials.
3.3 Users. "User" means anyone who uses or accesses any SeMce provided to Customer. Customer will cause Users to comply with
thisAgreement and is responsible for Users' use of any Service unless expressly provided to the contrary in an app&cabIe Service Publication.
3.4 Resale d Services. Customer may not rese8the Services or rebrand the Services for resale to thi'd parties without AT&T's prior
written consent.
4. PRIcING AND BLUNG
4.1 PricIng and Pricing Schedule Tenni Terms Applicable After End d Pricing Schedute Tenn. The prices listed in a Pricing
Schedule are stabilzed until the end of the Pricing Schedule Term and v.B apply in lieu of the corresponding prices set forth in the applicable
Service PuWcaIioo. No promotion, aedit, mscount or waiver set forth in a Service Publication wiD apply. Unless the Pricing Schedule states
otheIwise, at the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requiRlments
in a Service Publication for Customer to terminate a Service Component) under a IIKI'IIh-to-month service all angement at the prices, terms
cnI conditions in efrecton the last day of the Pricing Schedule Term. AT&T may change such prices, terms or conditions on 30 days' prior
notice 10 CUsIDmer.
4.2 Additional C ..... _ Taxes. Prices set forIh in a Pricing Schedule are exclusive of and Customer wiB pay at taxes (excluding
those on AT&rs net income), SlI'dIarges. recovery fees, aJSloms dearances. duties. levies, sh~ng charges and other simile' charges
(and any associaIed interest and penalties resulting from CUstomer's failure to timely pay such taxes or sinIar chages) relaIiIg ID the sale,
transfer of owneIShip, instalation, license, use or provision of IIIe Services, except to the extent CUstomer provides a vaId elCeIIIption
catiicafe prior to the deIvery of SenIices. To the extent required by law, CUsIDmer may W1hhoId or deduct SIf'/ .. :alE taxes from
payments due to AT&T, provided that Customer .. use reasonable commercial effmts 10 mininize any such taxes to the extent allowed by
law or treaty and WD furnish AT&T wIIh such eWIence as may be required by relevant taxing authorities to estabIsh 1hat such tax has been
pad so flat AT&T may claim any BpIlIcabIe aedil
4.3 BIIIng. Unless a Service Publication specifies oIherwise, Customer's ob6gation to pay for a Service Component begins I..,on
availabfty of the Service Compollent to Customer. CUstomer will pay AT&T wiIhout deduction, setoff or delay for any reason (except for
MIIhakIng taxes as provided in Section 4.2 -Additional Charges and Taxes or in SecIicr14.S -Delayed BiI&ng; Disputed Chmges). At.
CUsIoner's request, IlIl subject to AT&Ts cmsent (which may not be unreasonably wiIhheId or wHmhwn), Custamer's AftiIiaI8s may be
invoiced sepmale!y, and AT&T NIl accept pa)11IeI1tfrom such ABates. Customer wiD be responsible forpaymenl if CusIomer's AfIiIiaIes do
not pay cha'ges in accordaIa wiIh this Agreement. AT&T may reqtire Customerorils AfIiIiatesto tender a deposit if AT&Tdetaillites, in
lis reasonable judgment. flat Customer or its AfIiaIes ;n not aeditworthy, and AT&T may apply such deposit to any charges owed.
4.4 Plytllellts. Payment is due v.flhin 30 days after the dale ofllle invoice (unlessanolherdate is SII8Cified in;ll applicable Tariff or
Guidebook) !ltd IIIJSl refer to the invoice number. Cfages must be paid in the amency specified in the irMlk:e. Restridi't'e endorsements
or other staIemerds on checks are void. Customer wi reimburse AT&T for all costs associated wilt! coIIecti1g delinquent or dishonored
paymenIs, including reasonable attorneys' fees. AT&T may charge late payment fees at the lowest of (a) 1.5% per month (18% per annum),
(b) for Services eontcined in a Tariff or Guidebook at the raE specified therein, or (e) the maximum rate allowed by law for overdue payments.
4.5 Delayed Billing: DIIpuIed Charges. Customer \liD not be required to pay charges fOr SeMces inilaly inwia!d rmn than 6
months after cbie of the biIng period in whid'llhe charges were inwTred, except for calls assisted by an automated or live qIeriIIDr. If
Custaner dsputes a charge, CUslomer .1 provide notice to AT&T specifically identifying the charge ;mille reason it is dispulBd within 6
months after the date of the invoice in which the disputed charge initially appears, or CusIDmer waives the right to dispuIe the charge. The
porIioo of charges in dispute maybe withheld and wi not be considered overdue unl AT&T aJJJpIetes its investigation oflhe dispute, but
Customer may incur late payment fees in accordance with Section 4.4 (Payments). FoIowIng AT&T's notice of the resuIIs of its investigation
to CUstomer, payment of all propedy due charges and properly accrued late payment fees must be made ~ ten (10) business days.
AT&T will reverse any late payment fees that were invoiced in error.
4.6 MARC. MInimum Amual Revenue Commitment ("MARC; means an annuat revenue commiImenI set forth in a Pricing Schedule
that Customer agrees to satisfy during each 12~secutive-month period of the Pricing SChedule Term. If CUstomer falls to satisfy the
MARC for any such 12~ period, Customer will pay a shortfall cha-ge in an amount equal to the difference between the MARC and !he
total of the applicable MARC-Eligible Charges incurred during such 12-monlh period, and AT&T may withhold contractual credits until
Customer pays the shortfall charge.
4.7 Adjustments to MARC.
(a) In the event of a business downlum beyond Customer's control, or a corporate cfivesIiture. merger, acquisition or significant
restructuring or reorganization of Customer's business, or network optimization using other Services, or a reduction of AT&Ts
prices, or a force majeure event, any of which signiIicantIy impairs Customer's ability to meet a MARC, AT&T wiD offer to adjust
the affected MARC to reflect customer's reduced usage of Services (with a corresponding adjustment to the prices, credits or
discounts available at the reduced MARC level). If !he parties reach agreement on a revised MARC, AT&T and CusIomer vAl
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amend the affected Pricing Schedule prospectively. This SectIon 4.7 \WI not apply to a change resulting from Customer's decision
to use seNiceproviders oIherthan AT&T. Customer MIl provide AT&T notice of the conditions Customer believes wiD require the
application d this provision. This prmftsion does not constiIuIe a waiver of any charges. ilcluding monthly reaJTing chages and
shortI'aII charges, CUstomer incurs prior to amendment of the afIeded Pricing Schedule.
(b) If CusIDmer.1hrough merger, consolidation. 81X1ti1sillon or othDse, acquires a new business or operation. Customer and AT&T
may agree in writing to include the new business or operation under this Agreement. SUch agreement wiI specify the impact, if
any. of such addition on Cusbner's MARC or other volume or growth discounts and on Customer's attainment thereof.
5. CONFIDENTIAL INFORMATION
5.1 ConIIdIIdialInfonnaIIon. Confidentiallnformalion means: (a) information the parties or their AffilIates share with each other in
comedian willi this Agreement or in anticipation of providing Services under !his Agreement (including pricing or other proposals). but only
to the extent Identified as ConIidentiallnformation in writing; and (b) except as may be required by applicable law or regulation, the terms of
Itis Agreement.
5.2 0tiIipti0ns. A cfiscIosiIg party's Confidenliallnfonnalion will, for a period of 3 years foIIoMng its disclosure to the other party
(eJEepl in the case of software. for MUch the period is indefinite): (a) not be disclosed. except to the receiving party's employees, agents
and COIdracIors having a need-fo..know (but only if such agenIs and conb actors n nol direct COIi!p8tilors of the o4her party and agree in
\Wiling to use and disclosure restrictions as resIricIive as this Section 5) or to the eldent authorized to be revealed by law, governmental
auIhorily or legal process Cbut only if such disclosure is limited to that which is so auIhorized and prompt notice is provided to the disclosing
PIII¥ to the extent ~ II1d not prohibited by law, gowmrnental authoriI¥ or legal process); (b) be held in conIidenc:e; and (e) be used
only for purposes of using the Services, evaluating proposals for new services or performing ttis AgreemerIt frncluding in the case of AT&T
to detect fraud, to check quality and to operate, maintain and enhance the network and SeMces).
5.3 fJa:epIians. The restric:tions in !tis Section 5 will net apply to arrJ Information that: Ca) Is IndependenIy developed by the receiving
party wiIbout use of lie disclosing paty's Confidentiallnformalion; (b) is IawruDy received by the reaiving party free of any obligation to
keep it cOllfidential; or (e) becomes generaIy avaiIabJe to the pubic oilier than by breach of IIis Agreement.
5.4 Princy. Each party is responsible for mmpIying Wfllhe privacy laws .abIe to its business. AT&T shaR require its persoRllei.
agenIs and cOlllnaws around the world who process Customer Personal Data to protect Customer Personal Data in accordance v.ith !he
daIa pn8diIn laws and reg&jatioos appicabIe to AT&Ts business. If CusIomer does not want AT&T to comprehend CUstomer data to
which it may have access iI perforniIg SeMces. Customer must encrypt such daIa so 1hat it .. be Lllilllel_. Customer is respolIsbe
foroblaining consent from iI1CI giving notice 10 its Users; employees and agents reganing CUsIomer's cind AT&Ts coIecIiat nI use of the
User, employee or agent information in connection willi a Sen/ic:e. CUstomer wi only make aoressiUe or provide CUstomer Personal Data
to AT&T when it has the !ega authority to do so. Unless oIherwise di'ected by Customer In writing, if AT&T desigll8les a dedicated actotI\t
repn!Sei1lalive as Customer's primary contact with AT&T, Customer authorizes that rep!ti$elltSive to discuss and disclose Customer's
msIomer pmplielary network information to any employee or agent of Customer wIIhout a need for further aulhenticaIion or auIhorizaIion.
&. LlllTAllONS OF LlABlJTYAND DlSCLAIIERS
6.1 LiIIIiIaIian afLilbility.
(a) EITHER PARTY'S ENTIRE UABlUTY AND THE OTHER PARTY'S EXCLUSIVE REMEDY FOR DAMAGES ON ACCOUNT OF
ANY ClAIM ARISING OUT OF AND NOT DISClAIMED UNDER THIS AGREEMENT SHALl BE:
(i) FOR BODILY INJURY, DEATH OR DAMAGE TO REAl PROPERTY OR TO TANGIBLE PERSONAL PROPERTY
PROXIMAlB. Y CAUSED BY A PARTY'S NEGLIGENCE, PROVEN DIRECT DAMAGES;
(Ii) FOR BREACH OF SECTION 5 (Conlidentiallnformalion), SECTION 10.1 (Publicity) OR SECTION 10.2 (Trademarks),
PROVEN DIRECT DAMAGES;
(iiij FOR Nrf THIRD-PARTY ClAIMS, THE REMEDIES AVAIlABLE UNDER SECnON 7 (Third party ClaIms);
(IY) FOR a.AlMS ARISING FROM THE OTHER PARTY'S GROSS NEGLIGENCE OR WIlLFUL MISCONDUCT. PROVEN
DAMAGES; OR
(v) FOR ClAIMS OTHER THAN THOSE SET FORTH IN SECTION 6.1(a){i)-fIV), PROVEN DIRECT DAMAGES NOT TO
EXCEED, ON A PER ClAIM OR AGGREGATE BASIS DURING ANY TWELVE (12) MONTH PERIOD, AN AMOUNT
EQUAL TO THE TOTAl NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE IN THE
RELEVANT COUNTRY OUroNG THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH TI-IE CLAIM
AROSE.
(b) EXCEPT AS SET FORTH IN SECTION 7 (Third Party Claims) OR IN THE CASE OF A PARTY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
~seQUENTIAL,PUNITIVE, REUANCE OR SPECIAl DAMAGES. INCLUDING WITHOUT UMITATION DAMAGES FOR
LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS.
(e) THE UMITATlCJ4S IN THIS SECTION 6 SHAlL NOT UMrr CUSTOMER'S RESPONSIBIUTY FOR THE PAYMENT OF ALL
PROPERLY DUE CHARGES UNDER THIS AGREEMENT.
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6.2 Disclaimer of Uability. AT&T WILL NOT BE UA8LE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPUCATIONS, DATA, EOUIPMENT, SERVICES,
CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS. DELAYS OR
ANY SERVICE ERROR OR INTERRUPTION, INCLUDING INTERRUPTIONS OR ERRORS IN ROUTING OR COMPLETING ANY 911 OR
OTHER EMERGENCY RESPONSE CALLS OR ANY OTHER CAlLS OR TRANSMISSIONS (EXCEPT FOR CREDITS EXPUCITl Y SET
FORTH IN THIS AGREEMENT); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT,
ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S (OR ITS AFAUATES', USERS' OR THIRD PARTIES') APPLICATIONS,
CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS.
6.3 Purc:hased Equipment and Vendor Software Warranty. AT&T shaD pass through to Customer any warranties for Purchased
Equipment and Vendor Software avaIabIe from the manufacturer or licensor. The manufacturer or licensor. and not AT&T, is responsible for
any such warranty terms and commitments. ALL SOFTWARE Atf) PURCHASED EQUIPMENT IS OTHERWISE PROVIDED TO
CUSTOMER ON AN "AS IS" BASIS.
6.4 Disclaimer of Watranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPlIED.
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABIUTY, FITNESS FOR A PARTICULAR
PURPOSE. TITLE OR NON-JNFRlNGENENT AND SPECIACAlLY DISCLAIMS ANY WARRANTY ARISING BY USAGE OF TRADE OR
BY COURSE OF DEAUNG. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TElEPHONE CALLS OR OTHER
TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911 OR ANY
SIMILAR EMERGENCY RESPONSE NUMBER) AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE
ENCRYPTION EMPLOYED BY ANY SERVICE, THE'INTEGRITY OF ANY DATA THAT IS SENT. BACKED UP, STORED OR SUBJECT
TO LOAD BALANCING OR THAT AT&rS SECURITY PROCEDURES 1NIU PREVENT THE LOSS OR ALTERATION OF OR IMPROPER
ACCESS TO CUSTOMER'S DATA AND INFORMATION.
S.S Application and SInivaL The disclaimer of wamrdies and limitations of liability set forth in this Agreement will apply reganIess
of the form of action, wheIh:er in contract, equity, tort, strict liabity or otherwise, of whether damages were foreseeable a'Id of whether a
party was advised of lie possibility of such damages and wiI apply so as to limit the iabi1ity of eadl party and its AfIiates and their respective
employees, drectors, subcontractors and suppliers. The 1imiIaIion$ of IiabiIily and disclaimers set out in this Section 6 will suNive failure of
any exdusive remedies provided in this Agreement
7. THIRD PARTY ClAIMS
7.1 AT&T',ObIIgations. AT&T agrees at its expense to defend and eiltIerto settle anythird-pa1ydaim against Customer, its Affiliates
and its and their respective employees and directors or to pay at damages that a courtlnaly awards agailst sud! parties for a claim alleging
that a Service provided to Customer under this Agreement infringes any paIent, trademark, copyright or trade secret. but not \W1ere the
claimed infringement arises out of or resuHs from: (a) Customer's, its Affiliate's or a User's conIent; (b) modifications to the S8rvioe by
Customer, Is Affiliate or a Itird party, or c:cmbiIations of the Service Mth any non-AT&T services or p!'D(b;ts by Customer or others; (c)
AT& rs adherence to CusfDme(s or its Wate's wrilten requirements; or (d) use of a Service in vioIaIion of this Agreement.
7.2 Customer's 0bIIgaII0ns. Customer agrees at its expense t) defend and either to sette any third-party daim against AT&T, its
AfIiIiaIes and its and Iheir respedive employees, dIreclors, subcontractors and supplers or to pay all damages that a court finaly awards
against sudI parties for a daim !hat: (a) arises out of Customers, its AfliIiate's or a User's access to or use of the Services and the claim Is
not the responsibility of AT&T under Section 7.1; (b) aleges that a Service Infringes any patent, trademark, copyright or lrade secret and
faIs within the exceptions in Section 7.1; or (c) allegeS a breach by Customer, its Affiliate or a User of a Software license agreement Not
wilhstanding the foregoing, Customer does not waive the limitations of liability set forth in Florida SIaIues, Section 768.28.
7.3 infringing Services. 'MIenever AT&T is liable under Section 7.1. AT&T may atils option either proaue the right for Customer to
continue using, or may replace or modify, the Service so that it is non-infringing.
7.4 Notice and Cooperation. The party seeking defense or setllement of a thi'd-party claim under this SeclkJl7 MllI'ovide notice to
the other party promptly upon learning of any daim for which defense or seIII!ment may be sought, but failure to do so Will have no effect
except to the extent the olller party is prejulbd by the delay. The party seekilg defense or seUIement wiI allow the other party to control
the defense and setIIement of the claim and will reasonably cooperate with the defense. The defending party ,. use counsel reasonatdy
experienced in the subject mailer at issue and will not settle a claim without the vritsn oonsent of the party being defended, which consent
wiD not be unreasonably withheld or delayed, except that no consent wiD be required In setHe a daim where reflef against the party being
defended is limited to monetary damages that are paid by the defen~ party under this Section 7.
7.5 AT&rs obligations under Section 7.1 shaD not extend to actual or aBeged infringement or misappropriation of inteUectual property
based on Purchased Equipment. Software, or Third-Party Services.
8. SUSPENSION AND TERMINATION
8.1 Tennination of Agreement This Agreement may be terminated immediately upon notice by either ~ if the other party becomes
insolvent. ceases operations, is the subject of a bankruptcy petition. enters receivership or any state insolvency proceeding or makes an
assignment for the benefit of its creartors.
8.2 Termination or Suspension. The following adartional tennination provisions apply:
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(a) Material Breach. If either party faDs to perform or observe any material warranty, representation, term or condition of this .
Agreement, including non-payment of charges, and such failure continues urvemedied for 30 days after receipt of notice, the
aggrieved party may terminate (and AT&T may suspend and later terminate) the affected Service Components and, if the breach
materially and adversely affects the entire Agreement, terminate (and AT&T may suspend and later terminate) the entire
Agreement
(b) Materially Advtne ImpillOllf AT&T revises a Service Publication, the revision has a materially adverse impact on Customer and
AT&T does not effect revisions that remedy such materially adverse impact within 30 days after receipt of notice from Customer,
then Customer may, as Customer's sole remedy. elecI to terminate the affected Service Components on 30 days' notit:eto AT&T.
given not later than 90 days after Customer filSlleams of the revision to the Service Publication. "Materially adverse impacls" do
not include changes to non-stabIized pricing, changes required by governmental authority, or assessment of or changes to
additional charges such as surcharges or taxes.
(e) Internal: Services. If Customer fails to rectify a violation of the AUP within 5 days alter receiving notice from AT&T, AT&T may
suspend the affected Sen/ice C~ AT&T reserves the right however. to suspend or terminate immediately when:
0) AT&Ts suspension or termination Is In respoose to multiple or repeated AUP violations or complaints; (ii) AT&T is acting in
response to a alUrt order or govermnental notice that certain conduct must be stopped; or Oii) AT&T reasonably determines that
(a) it may be exposed to sanctions, iabilly, prtlSeQIIion or other adverse consequences under applicable law if AT&T were to allow
the violation to contitue; (b) sud! violation may harm or interfere MIh the integrity, normal operations or securIy of AT&T's network
or net'MII'ks \\flh which AT&T is interconnected or may interfere Mh another customer's use of AT&T seMces or the Internet; or
(e) such violation otherwise presents an imminent risk of harm to AT&T, AT&rscustomers or its orlt1eirrespective em~ •
. (d) FI1IUd or Abuse. AT&T may terminate Or suspend an affected SeMce or Service Component and. if the activity materially and
adversely affects the entire Agreement, teminaIe or suspend the entire Agreement. immediately by providing Customer with as
much advance notice as is reaslR8bIy pracficabIe under the ciraJmstances if CUsIomer, in the course of breaching the ~reement:
(i) commits a hud upon AT&T; (i) uses the Service to commit a fraud upon another party; Qii) lIlIawfuIIy uses the SeMce;
(IY) abuses (I' misuses AT&T's network or SeIvice; or (v) irterferes will another aJStomer's use of AT&T's network or sefvIces.
(e) Infringing Services. If the opIoos desailed in Section 7.3 (Infringing Services) are not reasonably avaiIaUe, AT&T may at its
option terminate the affected Senrices or Service Components without &abIty oIher than as stated in Section 7.1 (AT&rs
Obligations).
(0 Hazardous MaIariaIs.1f AT&T encounters any Hazatdous Materials at the Site, AT&T may temlinale the affected Services or
Service CoqJonenIs or may suspend performance unlit CUstomer removes and remediates lie Hazardous Materials at
Customer's expense in aa:ordance wiIh _:able law.
(g) Non-Approprillions of Funcing. If CUstomer is a government agency dependent entirely on government funding. by executing
this Agreement. Customer wammts that CusIIlInerhas funds appropriated and avalable to pay aD amounts due hereunder through
the end of Customer's ct.unIfIt fiscal period. Custorna-further agrees to use reasonable efforts to obtan all appropriations and
furK&Jg necessaJy to pay for the Services for each subsequent fiscal period through the end of the applicable Minimum Payment
Period. In the event Customer is unable to obtain the necessay appropriations or funding for the Services provided under !his
Agreement, Customer may terminate the Services without liability for the Termination Charges set forth in section 8 (Suspension
and Tennination) upon the following conditions: 0) Customer has taken all actions necessary to obIain adequate appropriations or
funding; (ii) despite Customer's best efforts ftH'1ds have notbeen appropriated and are otherwise unavaIIa!* to payforthe Services;
and (iii) Customer has negotiated in good faith VtiIh AT&T to develop revised terms, an alternative payment sc;heduJe or a new
agreement to accommodate Customer's budget. Customer must provide AT&T 1hirty (30) days' 'Mitten notice of its intent to
terminate the Services under this section. Temination of the Services for fS/1ure to obtain necessary appropriations or funding
shall be effective as of the last day for which funds were appropriated or oII1ervMe made avaIabie. If Customer teminates the
Services under this Agreement under this section, Customer agrees as follows: 0) it wit pay all amounts due for Services incurred
through date oftenninalion, and reimburse all unrecovered non-recuning charges; and (ii) it wiD not CXlI1trid wiIh any other provider
for the sane (I' substantiaIy similar services or equipment for a period equal to the original Minimum Payment Period for such
Service(s).
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8.3 Effect ofTennination.
(a) T enninatiOn or suspension by either party of a Service or Service Component does not waive any other rights or remedies a paty
may have under this Agreement and wiU not affect the rights and obligations of the parties regard"119 any other Service or Service
Compo~ .
(b) If a Service or Service Component is tenninated, Customer wil pay all amounts incurred prior to the effective date of termination.
8.4 Termination Charges.
(a) If Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the Agreement
or if AT&T terminates a Service or Service Component oIher than for cause, Customer wIJ not be Hable forthe termination charges
set forth in this Section 8.4.
(b) If Customer or AT&T tenninates a Service or Service Component prior to Cutoverolherthan as set forth in Section 8.4(a), Customer
Q} will pay any pre-Cutover tennination or cancellation charges set out in a Pricing Schedije or Service Publication. or 00 in the
absence of such specified charges, will reimburse AT&T for time and materials ina.med prior to the effective date of tennination,
plus any third party charges resulting from the termination.
(e) If Customer or AT&T tenninates a Service or SeMoe Component after Cutover oIherthan as set forth in Section 8.4(a), CUstomer
will pay applcabfe tennination charges as follows: ~) 50% (lriess a different anount is specified in the PricIng Schedule) of any
unpaid reaming charges for the tenninated Service or SeMce Component aIbiJUIabIe to the unexpired portion of an applicable
Mininum Payment Period; (ii) if termination occurs before Ihe end of an appIicaUe Minimun Retention Period, any associated
aecits or waived or unpaid l10IHeCurring charges; and (ii) any charges incutTed by AT&T from a third party (i.e., not an AT&T
AffililD) due to the termination. The ch;uges set forth in Sections 8.4(c)(i) and (ul wi not apply if a terminated Service Component
is replaced ... an ~ Service Component at !he same Site. but only if !he Minimum Payment Period or Minimum Relaltion
Period, as appicabIe, (the "Minimum Period") and associated charge for the replacement Service Component !1ft! equal to or
greater than the corresponding Minimum Period and assoc:Bed charge for the terminated Service Component, respectively, and
if the upgrade is not restricted in the applicable SeMce P\iIIicallon.
(d) In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer wiD pay an amount equal to 50% of the
unsatisfied MARC for the balance of the Pricing Schedule Term.
9. IMPORTIEXPORT CONTROL
Neither party wiD use, distribute. transfer or transmit any equipment, services, software or technical information provided under this
Agreement (even if incorporated into other products) except in compliance 1Mth aU applicable import and export laws, conventions and
regulations.
10. MISCELLANEOUS PROVISIONS
10.1 Publicity. Neither party may Issue any ptjlIc statements or announcements relating to the terms of this Agreement CI to the
provision of Services \'ithout the prj« written consent of the other party.
10.2 Trademarks. Each party agrees not to display or use, in advertising or otherMse, any of the other party's trade names. logos,
trademarks, service marks or other indicia of origin without the other party's prior written consent which consent may be revoked at any time
by notice.
10.,3 Independent Contractor. Each party is iI1 independent contractor. Neither party controls the other, and neither party nor its
Affiliates, empoyees, agents or contractors are Affifiates, employees, agents or contractors of the other party.
10,4 Force Majeure. Except for payment of amounts due, neither party will be Uable for any delay, failure in performance. loss or
damage due to fire, explosion. cable arts, power blackout, earthquake, flood, strike, embargo. labor disputes, acts of civil or military authority.
war, terrorism. acts of God, acts of a public enemy. ads or omissions of carriers or suppliers. acts of regulatory or governmental agencies
or other causes beyond such party's reasonaiH control.
10.5 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing
and signed by authorized representatives of both parties. A waiver by either party of any breach· of this Agreement wi! not operate as a
waiver of any other breach of this Agreement
10.6 Assignment and SUbcontracting.
(a) Customer may, without AT&T's consent but upon notice to AT&T, assign in whole or relevant part its rights and obligations under
this Agreement to a Customer Affiliate. AT&T may, Mthout Customer's consent. assign in whole or relevant part its rights and
obligations under this Agreement to an A 1& T Affiliate. In no oIher case may this Agreement be assigned by either party \Whout
the prior written consent of the other party (which consent will not be umusonably withheld or delayed). In the case of any
assignment, the assigning party shall remain financiaBy responsible for the performance of the assigned obligations.
(b) AT&T may subcontract to an Affiliate or a third party W\lrl( to be performed under this Agreement but wiD remain financially
responsible for tie performil1ce of such obligations.
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(e) In countries where AT&T does not have an AffIDate to provide a Service, AT&T may assign its rights and obligations related to
such Service to a local service provider, but AT&T will reman responsible to Customer for such obIigatioos. In certain countries,
Customer may be required to contract directly with the local service pnMder.
10.7 Severabirlly.1f any portion of Ihis Agreement is found to be invalid or unenforceable or if, nol\Whstanding Section 10.11 (Governing
law), applicable law mandates a different interpretation or result. 1he remaining provisions will remain in effect and the parties Will negotiate
in good faith to substitute for such invalid, illegal or unenfon:eable provision a rnutuaIIy acceptable provision consistent with the original
intention of the parties.
10.8 ",unctive Relief. Nothing In this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or
permanent injunctive relief in appropriate circumstances from a court 01 competent jurisdiction.
1 0.9 Legal Action. Any legal action arising in connection'" this Agreement must be filed Wthin (1M) (2) years after the cause of action
accrues, or it wiD be deemed lirne-barred and waived. The parties waive any statute of ImltaIions to the contrary.
10.10 Notices. Any reqtired notices under this Agreement shall be II Miting and shall be deemed validly del"tvered if made by hand fm
v.tIich case delivery will be deemed to have been effected immediately), or by overnight mail fm which case delivery will be deemed to have
been effected one (1) business day after the date of maiHng), or by first dass pre.paid post [11 which case delivery will be deemed to have
been effected five (5) days after the date of posIing), or by facsimile or eIecIronic transmission [m wtich case delivery will be deemed to
have been effecled on the day the transnission was sent). Arry such notice shaI be sent to the office of the recipient set forth on Ihe cover
page of this Agreement or to such other oftIce or recipient as designaled i1 writing from time to time.
10.11 Governing Law. Ttis Agreement will be governed by the Jaw of the Stale of Florida. without regard to its conftict of law principles,
tmIess a regUatory agency with jurisdlc:tion overthe appic:abIe Service applies a dillerent law. The United Nations Convention on Contracts
for Intematiora Sale of Goods wiD not apply.
10.12 Compliance with Laws. Each party .. comply with aI applicable laws and regulations and \lAth all appIcabIe orders issued by
COIIts or other governmental bocies of competent jurisddion.
10.13 No Third Party Beneftciaries. This A!Jeement is for the benefit of Customer and AT&T and does not provide any turd party
[Ulduding Users) the right to enforce it or to bring an action for any remedy, claim, Iablily, reimbursement or cause of action or any other
right or pMIege.
10.14 SurvinI. The respective obligations of Customer and AT&T that by !heir nature would continue beyond the termination or
expiration d!his Agreement, including the obligations set forth i1 SecIiln 5 (CudidenIiaIlnfonnm), Section 6 (Limitalions of Liabiity ald
Disclaimers) and Section 7 (Third Party Claims), Wl1 survive such tennInaIim or eJPira!ion.
10.15 Agreement Language. The language of this Agreement is English. H f1ere is a cooftict between ttis Agreement and any
transIation,the Engish version Wl1 take precedence.
10.16 EnIinI Agreement This Agreement constituIes the enh agreement between the parties with respect to its subject mailer. Except
as provided in Section 2.4 (Ucense and Other Terms), this A!Jeemenl supersedes all oilier agreements, proposals, ~tations,
statements and IJ1derstandings. wheIher written or oral, concerning the SeMces or the righls and obligations relating to the ServIces, ald
the parties disclaim any reliance thereon. This Agreement ¥.ill not be modified or supplemented by any written or oral statements, proposals,
representations, advertisements, service descriptions « ptJI'OOase order forms not expresdy set forth in this Agreement.
11. DEFINITIONS
"AIfiJiIte" of a party means any entity that oontroIs. is controBed by or is under common control Mh such party.
"APr means an appIcalion program Interface used to make a resources request from a remote implementer program. An API may InckJde
coditg, specificaIions for routines, data structures, object classes, and protocols used to communicate between programs.
"AT&T Software" means software. including APIs, and aD associated den and eIedronic documentation and data owned by AT&T and
licensed by AT&T to Customer. AT&T Software does not include software that is not fumished to Customer.
"Customer PBsonaI Data" means information that identifies an individual, that Customer directly or indirectly makes accessible to AT&T
and that AT&T collects, holds or uses in !he course of providing the Services.
"Cutover" means the date Customer's obflgStion to pay for Services begins.
"Effective Date" of a Pricing Schedule means the date on which !he last party signs the Prtcing Schedule unless a later date is required by
regulation or law.
"MARc.EIlgibie Charges" means the recurring and usage charges (inclucing amounts calculated from unpaid chc.ges that are owed under
Sedion S.4{c)(i), after deducting applicable discounts and credits (OCher than outage or StA aediIs), that AT&T charges Customer for the
Services identified in the applicable Pricing Sdledule as MARC-contrilUllng. The following are not MARc-E1igibIe Charges: (a) charges for
or in connedian ~ Customer's purchase of equipment; (b) taxes; and (c) charges imposed in connection with govemmentaly imposed
costs or fees (such as USF, PlCC, payphone service provider compensation, E911 and deaf relay charges).
"Minimum Payment Period" means the Minimum Payment Period identified for a Service Component in a Pricing Schedule or Service
Publication during which Customer is required to pay recurring charges for the Service Component
Jp6186 070518 SR-1-4QZ7HZV NRLR
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AT&T and CUstomer Confidential Information
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UA VER 11111/1812012
MASTER AGREEMENT
-Minimum Retention Period" means the Minimum Retsnfion Period identified for a Service Component in a Pricing Schedule or Service
Publication during which Customer is required to maintain service to avoid the payment (or repayment) of certain credits, waived charges or
amortized charges.
"Purchased Equipment' means equipment or other tangible products customer purchases under this Agreement, including any
replacements of Purchased Equipment provided to Customer. Purchased Equipment also includes any internal code requirad to operate
such Equipmenl Purchased Equipment does not inctude Software but does include any physical media provided to Cu!ltorner on which
Software is stored.
"SaIYIce Ccmponent" means an individual component of a Service provided tmder this Agreement
"Service Publications" means Tariffs, Guidebooks, Service Guides and the AUP.
"Site" means a physicallocalion, Including Customer's collocation space on AT&T's or its Afliate's or subcontractor's property. \\tlere AT&T
installs or provides a Service.
·Software" means AT&T Software and Vendor Software.
"ThInI-PaIty Service" means a service provided directly to Customer by a third party under a separate agreement between CUstomer and
the third party.
"Vendor Software" means software. including APls. and all associated written and eledronic documentation and data AT&T furnishes to
CUstomer, oIherthan AT&T Software.
Approved as to form, language, legality, and execution thereof:
By: ----------------------------
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AT&T and Customer Conlldentiallnformatlon
Pege9ut9
UA VER 11111/16/2012
SUNDAY JIINE U 1016
MIUUKIIAIO.COM NEIGHBORS
CITY OF SOUTH MIAMI
COURTESY NOTICE
NOTICE IS H.EREBY given that the City Commission of the City of South Miami, Florida will conduct Public Hearing(s) at its
regular City Commission meeting scheduled for Tuesday, June 21, 2016, beginning at 7 :00 p.m .. in the City Commission Chambers,
6] 30 Sunset Drive. to consider the following item(s):
A Resolution relating to an application for waiver of plat for the subdivision of property located at 6050 SW 81 Street.
A Resolution approving special exceptions waiving strict compliance with the lot coverage. parking, height. and
setback provisions of the Hometown District Overlay Ordinance for a proposed addition located at 5875 Sunset Drive.
A Resolution approving and authorizing the City Mrulager to execute a three (3) year (October 1,2015 -September
30,2018 ) agreement between the Miami-Dade County Police Benevolent Association Collective Bargaining Union
("Lieutenants & Captains") and the City of South Miami.
(
A Resolution authorizing the City Manager to enter into a three-year agreement with AT & T to replace existing \
network connections at Parks and Recreation, Public Works and City Hall.
An Ordinance amending Chapter 13A, Section 13A-22 of the City of South Miami Code of Ordinances, entitled
"Balloon Regulations." providing for the regulation of balloon usage and balloon releases in the City limits.
An Ordinance amending the Land Development Code, Article Ill, "Zoning Regulations," Section 20-3.6. "Supplemeiltal
Regulations," to amend and clarify the height limitations 011 fences. walls. hedges and similar features ill residential
zoning districts.
An Ordinance amending Section 20-5.4, "Complete applications requiTe(~" Section 20-5.5, "Applications requiring
public hearings;" and Section 20-5.6, "Applications in general," of the South Miami Land Development Code to
establish requirements for a transportation impact analysis, and other changes including correction of names. clarifying
notice requirements, and establishing authority to defer rul item.
ALL interested parties are invited to attend and will be heard.
For further information, please contact the City Clerk's Office at: 305-663-6340.
Maria M. Menendez, CMC
City Clerk
PUrsuant to Florida Statutes 286.0105, the City Jlcrcby advises the public that if a persall decides to appeal any decision made by this Board. Agency or
Commission with respect to any matter considered at its meeting or hearing. he or she will need a record of tile proceedings, and that for such purpose,
affected person may need to ensure that a verbatim record of the proceedings is made which record includes the testimony and evidence upon which the
appeal is to be baNed. I
I
I
I
MIAMI DAilY BUSINESS REVIEW
Pubfished Daily I!J<Cepl Saturday. Sunday and
legal Hotidays
Miami. Miami·Dade County. Florida
. STATE OF FLORIDA
COUNTY OF MIAMI.DADE:
Before Ihe underSIgned authortly personally appeared
OCTELMA V. FERBEYRE, who on ·oath says ihat he or she is
the. VICE PRESIDENT, Legal Notices of the Miami Dally
BUSiness ReVIew tlkla Miami Review, a daUy (except
Saturday, ~unda~ and Legal Holidays) newspaper,
published at MiamI In Miami-Dade County, Florida; that the
altached copy. of advertisement, being a Legal Advertisement
of Notice in the maner of
NOnCE OF PUBLIC HEARtNG
CITY OF SOUTH MIAMI·JUNE 21. 2016
In the XXXX Court.
was published to said newspaper In the issues of
06/1012016
Affiant further says that Ihe said Miami Daily BUSIness
Review is a newspaper published at Miami, in said
Miami·Dade County. Florida and that the saId newspaper has
heretofore been continuously published in said Miami .Dade
County, Florida each day (except Saturday, SUnday and
Legal Holidays) and .has been entered as second class mail
mat~er at the post office in Miami In said Miami·Dade County,
Flonda. for a period of one year next preceding Ihe first
publicalJon of the attached copy ot advertisement: and affiant
. further says thaI. he or she has neither paid nor promised any
person. frnm or corporation any discount, rebate, commissIOn
or . refund for the purpose of secuflng this advertisement for
~-~~---r..:;':,{b-==---___ -,-_
Sworn 10 arid subscribed before me Ihis
~O;;JaL·
(SEAL)
OCTELMA V. FERBEYRE personaliy known 10 me
CITY OF SOUTH MIAMI
NOnCE OF PUBLIC HEARING.
NonCE IS HEREBY· given that the City Commission of the CitY of South
. Miami, Florida wilt conduct Public Hearing(s) at its regular City CommissiOfl
meeting scheduled for Tuesday, June 21, 2016, beginning at 7:00 p.m., in
the City CommiSsion CtJambers, 6130 Sunset Drive, to consider the
following itam(s): . . .' .
A Resolution relating 10 an appticattoO for w!liver of plat for ihe subdivision
of property located at 60S0 SW 81 Street.
. A Resolution approving special eKceptions waiving strict compliance
with the lot «oVE!l'age, parking, height, and setback pnovlsions of the
Hometown District Overlay Ordinance for a proposed :addition located
at 5875 Sunset Drive. .
A Resolution approving and authorizing the CIty Manager to execute a
three (3) year (October I, 2015 -September 30, 2018 ) iqeem!lllt between
the Miami-Dade Courtly Pofice Benevolant Association CoHective Bargaining
Union ('Lieutenants.& Captains') and the City of South Miami.
(
A Resolution ~uthorizing' t~e City Manager to enter into a tnr~year)
agreement with AT.& T to reptace existing network connection~ at Parks
and Recreation, Public Works and City Hall.. .
An Ordinance amending ChaPter 13A. Section 13A-22 of the City of South
Miami Code of Ordinances, entitled 'aaUoon Regulations,' providing for
the regulation of balloon. usage and balloon releases in the City limits.
An Ordinance amending the Land Development Code, Article III,
·Zoning REfgulations," Section 20-3.6, 'Supplemental Regulations: to
amend and clarify the hliight limitations on fences, walls, hedges and
si~ilar features. in residentiat zoning districts.
An Ordinance amending Section 20·S:4, 'ComPlete applications required, •
Section 20·5.S, 'Applications requiring pUblic' hearings," and Section 20~S,6, 'Applications in general,' of the South Miami Land
Development Cq~e to establish reqUirements for a transportation
impact analysill, and other changes including correction of names,
clarifyi~.notice.~equirements, and establishing authority to defer an ~em.
ALL interested' parties are invited to attend and will be. heard.
For further information, please contact Ihe City Clerk's Offtce at: 305-663·6340.
Maria M. Menendez, CMC
City Clerk
Pursuant to Florida Statutes 286.0105, the City hereby advises the public
that if a person deCides to .appeal any decision made by this Board,
Agency or Commission with respect to any matter considered at its
meeting or hearing, he or she will need a record of the proceedings, and
that for such purpose, affected person may neap to ensure that a verbatim
record of the proceedings is made which record incluaes the testimony
and evidence upon which the appeal is to be based.
6/10 16-96/0000122622M