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11THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE .OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: FROM: DATE: SUBJECT: BACKGROUND: The Honorable Mayor & Members of the City Commission Steven Alexander, City Manager Agenda Item No.:lL June 21, 2016 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. The City currently has three internal network circuits located at Parks & Recreation, Public Works and City Hall. Reliability and performance of the circuit is critical and must be maintained at all times. Transitioning to the AT&T option will increase the City Hall circuit from 20MB to 100MB enhancing 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 87 th Ave & SW 56 th 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 lTD 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 -Fibernet. 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 CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM AMOUNT: ACCOUNT: ATTACHMENTS: In addition, the circuits MUST communicate to the following 2 AT&T circuits; 70.LIXN.500110 & 70.LIXN.500639. According to Miami-Dade County ITO, 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 Miami-Dade County 100 Mbps Circuit Acces~ City of South Miami 100 Mbps Circuit Access Parks & Recreation 8 Mbps Circuit Access Public Works 8 Mbps Circuit Access Total Monthly Expense (excluding Taxes) FPL Fibernet Detail & Bandwidth City of South Miami 20 Mbps Circuit Access Parks & Recreation 10 Mbps Circuit Access Public Works 10 Mbps Circuit Access Total Monthly Expense (excluding Taxes) Cost .. $707 $707 $462 $462 $2,338 Cost $760 $750 $750 $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 1 RESOLUTION NO: _____ _ 2 A Resolution authorizing the City Manager to enter into a three- 3 year agreement with AT & T to replace existing network connections at Parks 4 and Recreation, Public Works and City Hall. 5 WHEREAS, the City requires internet service and related connections to enhance 6 communications and the performance of City business; and 7 WHEREAS, Miami-Dade County lTD is the City's IT maintenance and services 8 provider; and 9 WHEREAS, Miami-Dade County lTD is upgrading the City's network to an AT&T 10 Switched Ethernet network that will provide the City improved bandwidth and 11 redundancy while also transitioning the City to a new virtual server infrastructure 12 hosted at the Miami-Dade County Main Data Center; and 13 WHEREAS, the City will transition from FPL FiberNet, the City's current network 14 connection provider, to a network serviced and maintained by AT&T thereby 15 consolidating these critical network services under Miami-Dade County lTD. Miami- 16 Dade County has specifically requested that the City obtain AT&T circuits in an effort to 17 maintain uniformity with their circuits and redundancy for constant connectivity. The 18 agreement is a sole source since the circuits must communicate to two AT&T circuits; 19 70.L1XN.500110 & 70.L1XN.500639 and according to Miami-Dade County lTD, no other 20 provider can communicate to these two circuits; and 21 WHEREAS the expenditure, paid directly to AT&T, will be charged to Internet 22 Service, account no. 001-1340-513-4632. 23 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF 24 THE CITY OF SOUTH MIAMI, FLORIDA; 25 Section 1. The City Manager is authorized to enter into a three-year agreement 26 with AT&T to replace existing network connections at Parks and Recreation, Public 27 Works and City Hall. A copy of the Agreement is attached. 28 Section 2. Severability. If any section, clause, sentence, or phrase of this 29 resolution is for any reason held invalid or unconstitutional by a court of competent 30 jurisdiction, this holding shall not affect the validity of the remaining portions of this 31 resolution. 32 Section 3. Effective Date: This resolution shall take effect immediately upon 33 enactment. 34 Page 1 of2 1 2 PASSED AND ADOPTED this _ day of ,2016. 3 4 ATTEST: APPROVED: 5 6 7 CITY CLERK MAYOR 8 9 10 COMMISSION VOTE: 11 READ AND APPROVED AS TO FORM, 12 LANGUAGE, LEGALITY AND EXECUTION Mayor Stoddard: 13 EXECUTION THEREOF Vice Mayor Welsh: 14 Commissioner Harris: 15 Commissioner Liebman: 16 CITY ATTORNEY Commissioner Edmond: Page 2 of2 IMiamj.[]l~d .. Data Center 100 Mbps Circuit Access 1 Gbps Port of S. Miami City Hall 100 Mbps Circuit Access 1 Gbps Port & Recreation Dept 8 Mbps Circuit Access 1 Gbps Port taxes and "1II~~h'Rlrn .... ' $460.64 $246.67 $460.64 $246.67 $215.62 $246.67 $215.62 $246.67 :,':::O"i'C'i,\;:',:,:',;,"" : ';',,':,' ',:,,,<'., ,Included Features~8ndi BenefitS., :,,:i', "ii, '; ;';'.>'i:' ;;: 'i':C """~."'" ",', ,'i, :i, '" Symetrical Service Redundant Fiber Network On Demand Service up to 1 Gbps Fortune 50 Corporation '::.::i:.,::;"\""",,,' , ','," ,," , : Important OPtions8!ldlrifQrillatiqn;:" ",~;::>X ,: 'J, , .',"",i' i"i, , ' ',' 36 Month Contract 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 ,': ", I',''', : ' ' ,', ',,' " Soilitiori Design,Details "'i",:, i ",;' ,i 'I:':,' " " " ,,' 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 10 No. SDN4NXVSHI 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-Providing Affiliate(s) Street Address: 6130 Sunset Dr, NA City: South Miami State/Province: FL Zip Code: 331435093 Country: USA Customer Contact (for Notices) AT&T Contact (fqr 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 State/Province: FL Telephone: 8888156496 Fax: 8558050831 Zip Code: 33143 Email: hb1669@us.att.com Sales/Branch 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@southmiamifl.gov AT&T Corp. Customer Account Number or Master Account Number: 1-4L7MV-135 One AT&T Way Bedminster, NJ 07921-0752 A TIN: Master Agreement Support Team Email: mast(Qlatt.com AT&T Solution Provider or Representative Information (if applicable) 0 Name: Company Name: Agent Street Address: City: State: Zip Code: Country: USA Telephone: Fax: 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 publicly 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/publications/NOD Guide.pdf which is incorporated herein by reference and is subject to change by AT&T from time to time. AT&T California currently provides billing and col/ections services to third parties, which may place charges that Customer authorizes on Customer's bill for intrastate Services. To the extent that AT&T California makes blocking of such charges available, Customer may block third- party charges from its bill at no cost. Customer (by its authorized representative) By: Printed or Typed Name: Title: Date: I For AT&T internal use only: pcs_processed_cs_approved AT&T (by its authorized representative) By: Printed or Typed Name: Title: Date: I Contract Ordering and Billing Number (CNUM): AT&T and Customer Confidential Information Pae1of6 ASE_NoDJlsJLEC_countersign_eTool v.09-17-15.1 Contract Id: 4813214 WK# -Interstate-lnterLA TA -TBD For AT&T Administrative Use Only Pricing Schedule No. ___ _ Original Effective Date: ___ _ AT&T Switched Ethernet Service sM (with Network On Demand) Pricing Schedule Provided Pursuant to Custom Terms 1. SERVICE, SERVICE PROVIDER(S) and SERVICE PUBLICATION(S) 1.1 AT&T Switched Ethernet ServicesM Service AT&T Switched Ethernet Service sM AT&T Alabama AT&T Arkansas AT&T California AT&T Florida AT&T Georgia AT&T Illinois 1.2 Inside Wiring Service Publication Service Publication location jincorPorated by reference) AT&T Switched Ethernet Service Guide httQ:/Icp,r.att.com/Qdf/commonEthServGuide.html. 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 BeliSouth Telecommunications, LLC d/b/a AT&T Southeast I Service 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 httQ:/Icgr.att.com/Qdf/service Qublications/AS AT&T Switched Ethernet Service E SDN Inside Wiring Attachment.Qdf 2. PRICING SCHEDULE TERM, EFFECTIVE DATES Pricing Schedule Term 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· RENEWAL * 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 Term Non-stabilized prices as modified from time to time 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 Percentage of Monthly Recurring Charge Applied Minimum Payment Period for Calculation of Early Termination Ch~llles* ~er Service Component All Service Components 50% plus any unpaid or waived Until end of Pricing Schedule Term non-recurring charges "Early termination charges shall not exceed the total amount of monthly recurring charges for the remainder of the Minimum Payment Period; refer to Network on Demand Guide for details. 4. ADDS AT&T Switched Ethernet Service Customer Port Connections may be purchased during the Pricing Schedule Term at the rates, terms and conditions herein. pcs_processed_cs_approved AT&T and Customer Confidential Information Pa e2 of6 ASE_NoD_psJLEC_countersign_eTool v.09-17-15.1 Contract Id: 4813214 WK# -Interstate-lnterLA TA -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 Terms 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 con 'Igura Ion. Committed .. Information Rate (CIR) 2 MbpsCIR 4MbpsCIR 5 MbpsCIR 8 MbpsCIR pcs_processed_cs_approved Bandwidth MRC (100 Mbps and 1 Gbps Port Connections) Non Critical High $ 104.75 $ 123.44 $ 157.10 $ 207.78 Class of Service (CoS) Bu,iness 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 Confidential Information Pa e30f6 Interactive RealTime $ 153.51 $ 166.16 $ 168.82 $ 181.53 $ 200.95 $ 215.56 $ 248.94 $ 266.58 ASE_NoD_psJ LEC_countersign_e Tool v.09-17-1S.1 Contract Id: 4813214 WK# -Interstate-I nterLA T A -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 Terms Committed Information Rate (CIR) 10 MbpsCIR 20 MbpsCIR 50 MbpsCIR 100 MbpsCIR -_.-, 150 Mbps CIR 250 MbpsCIR 400 MbpsCIR 500 MbpsCIR 600 MbpsCIR pcs-processed_cs_approved 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 Pa e4of6 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 _psJ LEC_countersign_e Tool v.09-17-15.1 Contract Id: 4813214 WK# -Interstate-lnterLA TA -TSD 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 Terms , 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 e50f6 ASE_NoD.J)sJLEC_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 Terms End of Document pcs_processed_cs_approved AT&T and Customer Confidential Information Pa e60f6 ASE_NoD _psJ LEC_countersign_eT 001 v.09-17-15.1 Contract Id: 4813213 AT&T MA Reference No. MA50003092UA ~at&t MASTER AGREEMENT Customer AT&T City of South Miami AT&T Corp. Street Address: 6130 Sunset Dr,NA City: South Miami State/Province: FL Zi~ Code: 331435093 Country: United States Customer Contact (for notices) AT&T Contact (for notices) Name: Alfredo Riverol Street Address: 8401 GREENWAY BLVD # 5 Title: CFO City: MIDDLETON State/Province: WI Street Address: 6130 Sunset Dr Zip Code: 53562 Country: United States City: South Miami State/Province: FL With a coI2~ to: Zip Code: 33143 AT&T Corp. Country: United States One AT&T Way Telephone: 3056636343 Bedminster, NJ 07921-0752 Fax: ATTN: Master Agreement Support Team Email: ariverol@southmiamifl.gov Email: mast@att.com This Master Agreement ("Master Agreement"), between the customer named above ("Customer") and the AT&T entity named above ("AT&T"), is effective when signed by both Customer and AT&T .. , Customer kits authorized representative) ~y: Name: Title: Date: AT&T (by its authorized representative) By: Name: Title: Date: AT&T and Customer Confidential Information Page 1 of 8 ASAP! UA VER 11111/16/2012 eCRM ID 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT 1. INTRODUCTION 1.1 Overview of Documents. This Master Agreement and the following additional documents (collectively, the "Agreement") shall apply to all products and services AT&T provides Customer pursuant to this Agreement ("Services") and shall continue in effect so long as Services are provided under this Agreement: (a) Pricing Schedules. A "Pricing Schedule" means a priCing schedule (including related attachments) or other document that is attached to or is later executed by the parties and references this Master Agreement. A Pricing Schedule includes the Services, the pricing (including discounts and commitments, if applicable) and the pricing schedule term ("Pricing Schedule Term"). (b) Tariffs and Guidebooks. "Tariffs" are documents containing the deSCriptions, pricing and other terms and conditions for a Service that AT&T or its Affiliates file with regulatory authorities. "Guidebooks" are documents (designated as Guidebooks or Price Lists) containing the descriptions, pricing and other terms and conditions for a Service that were but no longer are filed with regulatory authorities. Tariffs and Guidebooks can be found at att.com/servicepublications or other locations AT&T may designate. (c) Acceptable Use Policy. AT&T's Acceptable Use Policy ("AUP") applies to (i) Services provided over or accessing the Intemet and (ii) wireless (i.e., cellular) data and messaging Services. The AUP can be found at att.com/aup or other locations AT&T may deSignate. (d) Service Guides. The deSCriptions, pricing and other terms and conditions for a Service not covered by a Tariff or Guidebook may be contained in a Service Guide, which can be found at att.com/servicepublications or other locations AT&T may deSignate. 1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: the applicable Pricing Schedule or Order; this Master Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that Tariffs will be first in priority in any jurisdiction 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 Publications at any time. 1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name, and such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their respective Affiliates to comply with any such separate and associated contract. 2. AT&T DELIVERABLES 2.1 Services. AT&T will either provide or arrange to have an AT&T Affiliate provide Services to Customer and its Users, subject to the availability and operational limitations of systems, facilities and equipment. Where required, an AT&T Affiliate authorized by the appropriate regulatory authority will be the service provider. If an applicable Service Publication expressly permits placement of an order for a Service under this Master Agreement without the execution of a Pricing Schedule, Customer may place such an order using AT&T's standard ordering processes (an "Order"), and upon acceptance by AT&T, the Order shall otherwise be deemed a Pricing Schedule under this Master Agreement for the Service ordered. 2.2 AT&T Equipment. Services may be provided using equipment owned by AT&T that is located at the Site ("AT&T Equipment"), but title to the AT&T Equipment will remain with AT&T. Customer must provide adequate space and electric power for the AT&T Equipment and keep the AT&T Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of loss or damage to the AT&T Equipment (qther than ordinary wear and tear), except to the extent caused by AT&T or its agents. 2.3 Purchased Equipment. Except as specified in a Service Publication, title to and risk of loss of Purchased Equipment shall pass to Customer on delivery to the transport carrier for shipment to Customer's designated location. 2.4 License and Other Terms. Software, Purchased Equipment and Third-Party Services may be provided subject to the terms of a separate license or other agreement between Customer and either the licensor, the third-party service provider or the manufacturer. Customer's execution of the Pricing Schedule for or placement of an Order for Software, Purchased Equipment or Third-Party Services is Customer's agreement to comply with such separate agreement. Unless a Service Publication specifies otherwise, AT&T's sole responsibility with respect to Third-Party Services is to place Customer's orders for Third-Party Services, except that AT&T may invoice and collect payment 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 Services to property and equipment that Customer controls and will obtain at Customer's expense timely access for AT&T as reasonably required for the Services to property controlled by third parties such as Customer's landlord. AT&T will coordinate with and, except in an emergency, obtain Customer's consent to enter upon Customer's property and premises, which consent shall not be unreasonably withheld. Access rights mean the right to construct, install, repair, maintain, replace and remove access lines and network facilities and the right to use ancillary equipment space within a building for Customer's connection to AT&T's network. Customer must provide AT&T timely information and access to Customer's facilities and equipment as AT&T reasonably requires for the Services, subject to Customer's reasonable security poliCies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities and other items as AT&T reasonably requires for the Services and will obtain any necessary licenses, permits and consents (including easements and rights-of- way). Customer will have the Site ready for AT&T to perform its work according toa mutually agreed schedule. AT&T and Customer Confidential Information Page 20f8 ASAP! UA VER 11111/16/2012 eCRM ID 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT 3.2 Safe Working Environment. Customer will ensure that the location at which 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 an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal or release is regulated by any law related to pollution, to protection of air, water or soil or to health and safety. AT&T shall have no obligation to perform work at a location that is not a suitable and safe working environment or to handle, remove or dispose of Hazardous Materials. . 3.3 Users. "User" means anyone who uses or accesses any Service provided to Customer. Customer will cause Users to comply with this Agreement and is responsible for Users' use of any Service unless expressly provided to the contrary in an applicable Service Publication. 3.4 Resale of Services. Customer may not resell the Services or reb rand the Services for resale to third parties without AT&T's prior written consent. 4. PRICING AND BILLING 4.1 Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term. The prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule Term and will apply in lieu of the corresponding prices set forth in the applicable Service Publication. No promotion, credit, discount or waiver set forth in a Service Publication will apply. Unless the Pricing Schedule states otherwise, at the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requirements in a Service Publication for Customer to terminate a Service Component) under a month-to-month service arrangement at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. AT&T may change such prices, terms or conditions on 30 days' prior notice to Customer. 4.2 Additional Charges and Taxes. Prices set forth in a Pricing Schedule are exclusive of and Customer will pay all taxes (excluding those on AT&T's net income), surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar charges (and any associated interest and penalties resulting from Customer's failure to timely pay such taxes or similar charges) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides a valid exemption certificate prior to the delivery of Services. To the extent required by law, Customer may withhold or deduct any applicable taxes from payments due to AT&T, provided that Customer will use reasonable commercial efforts to minimize any such taxes to the extent allowed by law or treaty and will fumish AT&T with such evidence as may be required by relevant taxing authorities to establish that such tax has been paid so that AT&T may claim any applicable credit. 4.3 Billing. Unless a Service Publication specifies otherwise, Customer's obligation to pay for a Service Component begins upon availability of the Service Component to Customer. Customer will pay AT&T without deduction, setoff or delay for any reason (except for withholding taxes as provided in Section 4.2 -Additional Charges and Taxes or in Section 4.5 -Delayed Billing; Disputed Charges). At Customer's request, but subject to AT&T's consent (which may not be unreasonably withheld or withdrawn), Customer's Affiliates may be invoiced separately, and AT&T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates do not pay charges in accordance with this Agreement. AT&T may require Customer or its Affiliates to tender a deposit if AT&T determines, in its reasonable judgment, that Customer or its Affiliates are not creditworthy, and AT&T may apply such deposit to any charges owed. 4.4 Payments. Payment is due within 30 days after the date of the invoice (unless another date is specified in an applicable Tariff or Guidebook) and must refer to the invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements or other statements on checks are void. Customer will reimburse AT&T for all costs associated with collecting delinquent or dishonored payments, including reasonable attomeys' fees. AT&T may charge late payment fees at the lowest of (a) 1.5% per month (18% per annum), (b) for Services contained in a Tariff or Guidebook at the rate specified therein, or (c) the maximum rate allowed by law for overdue payments. 4.5 Delayed Billing; Disputed Charges. Customer will not be required to pay charges for Services initially invoiced more than 6 months after close of the billing period in which the charges were incurred, except for calls assisted by an automated or live operator. If Customer disputes a charge, Customer will provide notice to AT&T specifically identifying the charge and the reason it is disputed within 6 months after the date of the invoice in which the disputed charge initially appears, or Customer waives the right to dispute the charge. The portion of charges in dispute may be withheld and will not be considered overdue until AT&T completes its investigation of the dispute, but Customer may incur late payment fees in accordance with Section 4.4 (Payments). Following AT&T's notice of the results of its investigation to Customer, payment of all properly due charges and properly accrued late payment fees must be made within ten (10) business days. AT&T will reverse any late payment fees that were invoiced in error. 4.6 Credit Terms. AT&T retains a lien and purchase money security interest in each item of Purchased Equipment and Vendor Software until Customer pays all sums due. AT&T is authorized to sign and file a financing statement to perfect such security interest. 4.7 MARC. Minimum Annual Revenue Commitment ("MARC") means an annual revenue commitment set forth in a Pricing Schedule that Customer agrees to satisfy during each 12-consecutive-month period of the Pricing Schedule Term. If Customer fails to satisfy the MARC for any such 12-month period, Customer will pay a shortfall charge in an amount equal to the difference between the MARC and the total of the applicable MARC-Eligible Charges incurred during such 12-month period, and AT&T may withhold contractual credits until. Customer pays the shortfall charge. AT&T and Customer Confidential Information Page 30f8 ASAP! UA VER 11111/16/2012 eCRM ID 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT 4.8 Adjustments to MARC. (a) In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant restructuring or reorganization of Customer's business, or network optimization using other Services, or a reduction of AT&T's prices, or a force majeure eveilt, any of which significantly impairs Customer's ability to meet a MARC, AT&T will offer to adjust the affected MARC to reflect Customer's reduced usage of Services (with a corresponding adjustment to the prices, credits or discounts available at the reduced MARC level). If the parties reach agreement on a revised MARC, AT&T and Customer will amend the affected Pricing Schedule prospectively. This Section 4.8 will not apply to a change resulting from Customer's decision to use service providers other than AT&T. Customer will provide AT&T notice of the conditions Customer believes will require the application of this provision. This provision does not constitute a waiver of any charges, including monthly recurring charges and shortfall charges, Customer incurs prior to amendment of the affected Pricing Schedule. (b) If Customer, through merger, consolidation, acquisition or otherwise, acquires a new business or operation, Customer and AT&T may agree in writing to include the new business or operation under this Agreement. Such agreement will specify the impact, if any, of such addition on Customer's MARC or other volume or growth discounts and on Customer's attainment thereof. 5. CONFIDENTIAL INFORMATION 5.1 Confidential Information. Confidential Information means: (a) information the parties or their Affiliates share with each other in connection with this Agreement or in anticipation of providing Services under this Agreement (including pricing or other proposals), but only to the extent identified as Confidential Information in writing; and (b) except as maybe required by applicable law or regulation, the terms of this Agreement. 5.2 Obligations. A disclosing party's Confidential Information will, for a period of 3 years following its disclosure to the other party (except in the case of software, for which the period is indefinite): (a) not be disclosed, except to the receiving party's employees, agents and contractors having a need-to-know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Section 5) or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable and not prohibited by.law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of using the Services, evaluating proposals for new services or performing this Agreement (including in the case of AT&T to detect fraud, to check quality and to operate, maintain and enhance the network and Services). 5.3 Exceptions. The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. 5.4 Privacy. Each party is responsible for complying with the privacy laws applicable to its business. AT&T shall require its personnel, agents and contractors around the world who process Customer Personal Data to protect Customer Personal Data in accordance with the data protection laws and regulations applicable to AT&T's business. If Customer does not want AT&T to comprehend Customer data to which it may have access in performing Services, Customer must encrypt such data so that it will be unintelligible. Customer is responsible for obtaining consent from and giving notice to its Users, employees and agents regarding Customer's and AT&T's collection and use of the User, employee or agent information in connection with a Service. Customer will only make accessible or provide Customer Personal Data to AT&T when it has the legal authority to do so. Unless otherwise directed by Customer in writing, if AT&T deSignates a dedicated account representative as Customer's primary contact with AT&T, Customer authorizes that representative to discuss and disclose Customer's customer proprietary network information to any employee or agent of Customer without a need for further authentication or authorization. S. LIMITATIONS OF LIABILITY AND DISCLAIMERS 6.1 Limitation of Liability. (a) EITHER PARTY'S ENTIRE LIABILITY 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 PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, PROVEN DIRECT DAMAGES; (ii) FOR BREACH OF SECTION 5 (Confidential Information), SECTION 10.1 (Publicity) OR SECTION 10.2 (Trademarks), PROVEN DIRECT DAMAGES; (iii) FOR ANY THIRD-PARTY CLAIMS, THE REMEDIES AVAILABLE UNDER SECTION 7 (Third Party Claims); (iv) FOR CLAIMS 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)-(iv), 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 DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH THE CLAIM AROSE. AT&T and Customer Confidential Information Page 40f8 ASAP! UA VER III 11/16/2012 eCRM ID 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT (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 WILLBE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS.' (c) THE LIMITATIONS IN THIS SECTION 6 SHALL NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT. 6.2 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILlTY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, 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 EXPLICITLY 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 AFFILIATES', USERS' OR THIRD PARTIES') APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS. 6.3 Purchased Equipment and Vendor Software Warranty. AT&T shall pass through to Customer any warranties for Purchased Equipment and Vendor Software available from the manufacturer or licensor. The manufacturer or licensor, and not AT&T, is responsible for 'any such warranty terms and commitments. ALL SOFTWARE AND PURCHASE!:) EQUIPMENT IS OTHERWISE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS. 6.4 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY ARISING BY USAGE OF TRADE OR BY COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911 OR ANY SIMILAR EMERGENCY RESPONSE NUMBER) 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&T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER'S DATA AND INFORMATION. 6.5 Application and Survival. The disclaimer of warranties and limttations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise, of whether damages were foreseeable and of whether a party was advised of the possibility of such damages and will apply so as to limit the liability of each party and its Affiliates and their respective employees, directors, subcontractors and suppliers. The limitations of liability and disclaimers set out in this Section 6 will survive failure of any exclusive remedies provided in this Agreement. 7. THIRD PARTY CLAIMS 7.1 AT&T's Obligations. AT&T agrees at its expense to defend and either to settle any third-party claim against Customer, its Affiliates and its and their respective employees and directors or to pay all damages that a court finally awards against ,such parties for a claim alleging that a Service provided to Customer under this Agreement infringes any patent, trademark, copyright or trade secret, but not where the claimed infringement arises out of or results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the Service by Customer, its Affiliate or a third party, or combinations of the Service with any non-AT&T services or products by Customer or others; (c) AT&T's adherence to Customer's or its Affiliate's written requirements; or (d) use of a Service in violation ofthis Agreement. 7.2 Customer's Obligations. Customer agrees at its expense to defend and either to settle any third-party claim against AT&T, its Affiliates and its and their respective employees, directors, subcontractors and suppliers or to pay all damages that a court finally awards against such parties for a claim that: (a) arises out of Customer's, its Affiliate's or a User's access to or use of the Services and the claim is not the responsibility of AT&T under Section 7.1; (b) alleges that a Service infringes any patent, trademark, copyright or trade secret and falls within the exceptions in Section 7.1; or (c) alleges a breach by Customer, its Affiliate or a User of a Software license agreement. 7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for Customer to continue using, or may replace or modify, the Service so that it is non-infringing. 7.4 Notice and Cooperation. The party seeking defense or settlement of a third-party claim under this Section 7 will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the defending party under this Section 7. 7.5 AT&T's obligations under Section 7.1 shall not extend to actual or alleged infringement or misappropriation of intellectual property based on Purchased Equipment, Software, or Third-Party Services. 8. SUSPENSION AND TERMINATION AT&T and Customer Confidential Information Page 50f8 ASAP! UA VER 11111/16/2012 eCRM ID 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT 8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding or makes an assignment for the benefit of its creditors. 8.2 Termination or Suspension The following additional termination provisions apply: (a) Material Breach. If either party fails to perform or observe any material warranty, representation, term or condition of this Agreement, including non-payment of charges, and such failure continues unremedied 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 Adverse Impact. If 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, elect to terminate the affected Service Components on 30 days' notice to AT&T, given not later than 90 days after Customer first leams of the revision to the Service Publication. "Materially adverse impacts" do not include changes to non-stabilized pricing, changes required by governmental authority, or assessment of or changes to additional charges such as surcharges or taxes. (c) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT&T, AT&T may suspend the affected Service Components. AT&T reserves the right, however, to suspend or terminate immediately when: (i) AT&T's suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii) AT&T is acting in response to a court order or govemmental notice that certain conduct must be stopped; or (iii) AT&T reasonably determines that (a) it may be exposed to sanctions, liability, prosecution or other adverse consequences under applicable law if AT&T were to allow the violation to continue; (b) such violation may harm or interfere with the integrity, normal operations or security of AT&T's network or networks with which AT&T is interconnected or may interfere with another customer's use of AT&T services or the Intemet; or (c) such violation otherwise presents an imminent risk of harm to AT&T, AT&T's customers or its or their respective employees. (d) Fraud or Abuse. AT&T may terminate or suspend an affected Service or Service Component and, if the activity materially and adversely affects the entire Agreement, terminate or suspend the entire Agreement, immediately by providing Customer with as much advance notice as is reasonably practicable under the circumstances if Customer, in the course of breaching the Agreement: (i) commits a fraud upon AT&T; (ii) uses the Service to commit a fraud upon another party; (iii) unlawfully uses the Service; (iv) abuses or misuses AT&T's network or Service; or (v) interferes with another customer's use of AT&T's network or services. (e) Infringing Services. If the options described in Section 7.3 (Infringing Services) are not reasonably available, AT&T may at its option terminate the affected Services or Service Components without liability other than as stated in Section 7.1 (AT&T's Obligations). (n Hazardous Materials. If AT&T encounters any Hazardous Materials at the Site, AT&T may terminate the affected Services or Service Components or may suspend performance until Customer removes and remediates the Hazardous Materials at Customer's expense in accordance with applicable law. 8.3 Effect of Termination. (a) Termination or suspension by either party of a Service or Service Component does not waive any other rights or remedies a party may have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service or Service Component. (b) If a Service or Service Component is terminated, Customer will 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 other than for cause, Customer will not be liable for the termination charges set forth in this Section 8.4. (b) If Customer or AT&T terminates a Service or Service Component prior to Cutover other than as set forth in Section 8.4{a), Customer (i) will pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of such specified charges, will reimburse AT&T for time and materials incurred prior to the effective date of termination, plus any third party charges resulting from the termination. (c) If Customer or AT&T terminates a Service or Service Component after Cutover other than as set forth in Section 8.4{a), Customer will pay applicable termination charges as follows: (i) 50% (unless a different amount is specified in the Pricing Schedule) of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period; (ii) if termination occurs before the end of an applicable Minimum Retention Period, any associated credits or waived or unpaid non-recurring charges; and (iii) any charges incurred by AT&T from a third party (i.e., not an AT&T Affiliate) due to the termination. The charges set forth in Sections 8.4{c){i) and (ii) will not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period AT&T and Customer Confidential Information Page 60f8 ASAP! UA VER 11111/16/2012 eCRM ID 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT or Minimum Retention Period, as applicable, (the "Minimum Period") and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication. (d) In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term. 9. IMPORT/EXPORT CONTROL Neither party will 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 with all applicable import and export laws, conventions and regulations. 10. MISCELLANEOUS PROVISIONS 10.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the provision of Services without the prior written consent of the other party. 10.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos, trademarks, service marks or other indicia of origin without the other party's prior written consent, which consent may be revoked at any time by notice. 10.3 Independent Contractor. Each party is an independent contractor. Neither party controls the other, and neither party nor its Affiliates, employees, agents or contractors are Affiliates, employees, agents or contractors of the other party. 10.4 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies or other causes beyond such party's reasonable control. 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 will 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, without Customer's consent, assign in whole or relevant part its rights and obligations under this Agreement to an AT&T Affiliate. In no other case may this Agreement be assigned by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). In the case of any assignment, the assigning party shall remain finanCially responsible for the performance of the assigned obligations. (b) AT&T may subcontract to an Affiliate or a third party work to be performed under this Agreement but will remain finanCially responsible for the performance of such obligations. (c) In countries where AT&T does not have an Affiliate 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 remain responsible to Customer for such obligations. In certain countries, Customer may be required to contract directly with the local service provider. 10.7 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.11 (Governing Law), applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 10.8 Injunctive 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 of competent jurisdiction. 10.9 Legal Action. Any legal action arising in connection with this Agreement must be filed within two (2) years after the cause of action accrues, or it will be deemed time-barred and waived. The parties waive any statute of limitations to the contrary. 10.10 Notices. Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made 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 effected one (1) business day after 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 after the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed to have been effected on the day the transmission was sent). Any such notice shall be sent to the office of the recipient set forth on the cover page of this Agreement or to such other office or recipient as designated in writing from time to time. 10.11 Governing Law. This Agreement will be governed by the law of the State of New York, without regard to its conflict of law principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law. The United Nations Convention on Contracts for International Sale of Goods will not apply. 10.12 Compliance with Laws. Each party will comply with all applicable laws and regulations and with all applicable orders issued by courts or other governmental bodies of competent jurisdiction. AT&T and Customer Confidential Information Page 70f8 ASAP! UA VER 11111/16/2012 eCRM 10 1-4NXVSHI Contract Id: 4813213 MASTER AGREEMENT 10.13 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and AT&T and does not provide any third party (including Users) the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other right or privilege. 10.14 Survival. The respective obligations of Customer and AT&T that by their nature would continue beyond the termination or expiration of this Agreement, including the obligations set forth in Section 5 (Confidential Information), Section 6 (Limitations of Liability and Disclaimers) and Section 7 (Third Party Claims), will survive such termination or expiration. 10.15 Agreement Language. The language of this Agreement is English. If there is a conflict between this Agreement and any translation, the English version will take precedence. 10.16 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Except as provided in Section 2.4 (License and Other Terms), this Agreement supersedes all other agreements, proposals, representations, statements and understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties disclaim c:lny reliance thereon. This Agreement will not be modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this Agreement. 11. DEFINITIONS "Affiliate" of a party means any entity that controls, is controlled by or is under common control with such party. "API" means an application program interface used to make a resources request from a remote implementer program. An API may include coding, specifications for routines, data structures, object classes, and protocols used to communicate between programs. "AT&T Software" means software, including APls, and all associated written and electronic 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 Personal 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 the course of providing the Services. "Cutover" means the date Customer's obligation to pay for Services begins. "Effective Date" of a Pricing Schedule means the date on which the last party signs the Pricing Schedule unless a later date is required by regulation or law. "MARC.Eligible Charges" means the recurring and usage charges (including amounts calculated from unpaid charges that are owed under Section 8.4(c)(i)), after deducting applicable discounts and credits (other than outage or SLA credits), that AT&T charges Customer for the Services identified in the applicable PriCing Schedule as MARC-contributing. The following are not MARC-Eligible Charges: (a) charges for or in connection with Customer's purchase of equipment; (b) taxes; and (c) charges imposed in connection with govemmentally imposed costs or fees (such as USF, PICC, 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. "Minimum Retention Period" means the Minimum Retention 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 required to operate such Equipment. Purchased Equipment does not include Software but does include any physical media provided to Customer on which Software is stored. "Service Component" means an individual component of a Service provided under this Agreement. "Service PUblications" means Tariffs, Guidebooks, Service Guides and the AUP. "Site" means a physical location, including Customer's collocation space on AT&T's or its Affiliate's or subcontractor's property, where AT&T installs or provides a Service. "Software" means AT&T Software and Vendor Software. "Third·Party 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 electronic documentation and data AT&T furnishes to Customer, other than AT&T Software. AT&T and Customer Confidential Information Page 80f8 ASAP! UA VER 11111/16/2012 eCRM 10 1-4NXVSHI SUNDAY JUNE 12 2016 MIAMIHERALO.COM NEIGHBORS CITY OF SOUTH MIAMI COURTESY NOTICE I 33SE NOTICE IS HEREBY 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 Rcsolution approving spccial exceptions waiving strict compliance with the lot coverage, parking, hcight, 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 Manager 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 Rcgulations," providing for the regulation of balloon usage and balloon releases in the City limits. An Ordinance amending the Land Development Code, Article III, "Zoning Regulations," Section 20-3.6, "Supplemental Regulations," to amend and elarify the height limitations on fences, walls, hedges and similar features in residential zoning districts. An Ordinance amending Section 20-5.4, "Complete applications required," 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 an item. ALL interested parties are invited to attend ancl will be heard. For further information, please contact the City Clerk's Office at: 305-663-6340. Maria M. Menendez, CMC City Clerk PlU"suant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decisioll madc by this Board, Agency or Commission with respect to any matter considered at its meeting or hearing, he or she willnced a record of the 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 based. MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Miami-Dade County, Flolida STATE: OF FLORIDA COUNTY OF MIAMI-DADE: Before the undersigned authority personally appeared OCTELMA V. FERBEYRE, who on oath says that he or she is the VICE PRESIDENT, Legal Notices of the Miami Daily Business Review f/k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Miami-Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of NOTICE OF PUBLIC HEARING CITY OF SOUTH MIAMI-JUNE 21, 2016 in the XXXX Court, was published in said newspaper in the issues of 06/10/2016 Affiant further says that the 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 matter at the post office in Miami in said Miami-Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or . refund for the purpose of securing this advertisement for ,"bli"Ii,"~ --------.---~~~---r~~~------__ Sworn to arid subscribed before me this ~D;; Ub (SEAL) OCTELMA V. FERBEYRE personali y known to me CRTY OF SOUTH MIAMI NOTICE OF PUBLIC HEARING NOTICE IS HEREBY given that the City Commission of the CitY of Soutli Miami, Florida will conduct Public Hearing(s) at its regular City Com.missiofl meeting scheduled for Tuesday, June 21, 2016, beginning at 7:00 p,m., in the City Commission Chambers, 6130 Sunset Drive, to consider the following item(s): ' A Resolution relating to an application for waiver of plat for ihe subdivision of property located at 6050 SW 81 Street. . A Resolution approving special exceptions waiving strict compliance with the lot G,ove(age, 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 Manager 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 tnree-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 il'l the City limits. An Ordinance amending the Land Development Code, Article III, "Zoning Regulations," Section 20-3.6, "Supplemental Regulations," to amend and clarify the height limitations on fences, walls, hedges and similar features. in residential zoning districts, An Ordinance amending Section 20-5.4, "Complete applications required," 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 an 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 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 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 based. 6/10 16-96/0000122622M