02-19-08 Item 6SO of A,
ti 3
INCORPORATED
P
•"C X927
pgI o
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER - OFFICE MEMORANDUM
To: The Honorable Mayor and
Members of the Commission Date: February 19, 2008
Via: Yvonne S. McKinley, City Manager
From: Gremaf Reyes, MIS Manager Agenda Item No.:
South Miami
krand
AIFA ' ON i
2001
Subject: Lease Agreement with AT &T for 36 months to upgrade our Internet
Speed Connection
Resolution: A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
INTERNET CONNECTION: AUTHORIZING THE CITY
MANAGER TO ENTER INTO AN AGREEMENT WITH AT &T
SERVICES FOR THREE -YEAR LEASE OF THE
INSTALLATION EQUIPMENT; AND CHARGING THE
MONTHLY FEES ON TWO T -1 SERVICES (ONE FOR CITY
HALL AND ONE FOR THE INTERNET LIVE - STREAMING),
AND CHARGING THE EQUIPMET LEASE, AND SERVICE
PAYMENTS TO ACCOUNT NUMBER 001 - 1340 -513 -4632,
ENTITLED LEASE PURCHASE INTERNET EQUIPMENT;
PROVIDING FOR AN EFFECTIVE DATE.
Reason: During the past year, we have encountered problems maintaining the
Internet Connection for City Hall Employees and the Internet connection
for the Live - Stream on channel 77. The reason is because there is not
enough Bandwidth in our half of T -1 to keep both running simultaneously.
Additionally the lack of bandwidth capacity has resulted in very slow ,
internet service..
The proposed changes will increase our monthly AT &T fee by $10.00 a
month but will give us the bandwidth for better Internet Speed connection
and will also allow us to keep the Live - Streaming connection working on
the daily basis. We are currently paying $1,168 per month for % of a T -1
line. This budgeted expense will be funded from MIS department's
account number 001 - 1340 -513 -4632 with current balance of $32,557.00
Cost: Monthly cost of $589.00 for each T -1, will result in a total monthly cost
of $1,178.
Funding Source: Account 001 - 1340 -513 -4632
Backup Documents: Proposed Resolution and T -1 information
1
2
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
RESOLUTION NO.:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
INTERNET CONNECTION: AUTHORIZING THE CITY MANAGER
TO ENTER INTO AN AGREEMENT WITH AT &T SERVICES FOR
THREE -YEAR LEASE OF THE INSTALLATION EQUIPMENT;
AND CHARGING THE MONTHLY FEES ON TWO T -1 SERVICES
(ONE FOR CITY HALL. AND ONE FOR THE INTERNET LIVE -
STREAMING), AND CHARGING THE EQUIPMENT LEASE, AND
SERVICE PAYMENTS TO ACCOUNT NUMBER 001- 1340 -513-
4632, ENTITLED LEASE PURCHASE INTERNET EQUIPMENT;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, in an effort to provide enhanced information to the citizens of South
Miami, the Mayor and City Commission desires to upgrade the Internet System. Keeping pace
with changes necessary for better speed and capability; and
WHEREAS, the upgrade will result in better Internet speed connection and retention of
our established live - streaming Internet connection on channel 77 on a daily basis; and
WHEREAS, the change will result in upgrading from half a T -1 (24 channel circuit that
provides an Internet connection straight from the broadband provider backbone) which is
currently in place, to full two T -1 lines at a cost of an additional $10.00 a month to the City's
monthly bill.
NOW THEREFORE BE IT RESOLVED, BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1: That the City Manager is hereby authorized to enter into a three -year
lease agreement with AT &T needed for the upgrade.
Section 2: That the monthly payment of the equipment lease in an amount of
$1,178.00 will be charged to account number 001 - 1340 -513 -4632, entitled Lease Purchase
Internet Equipment and Software, with a current balance of $32,557.00
Section 3: This resolution shall take effect immediately upon approval.
PASSED AND ADOPTED this _ day of 12008.
ATTEST:
CITY CLERK
READ AND APPROVED AS TO FORM:
Luis R. Figueredo,
Nagin Gallop Figueredo, P.A.
Office of City Attorney
APPROVED:
u_, •
COMMISSION VOTE:
Mayor Feliu:
Vice Mayor Beasley:
Commissioner Wiscombe:
Commissioner Palmer:
Commissioner Beckman:
Information on T -1
T1 represents an Internet connection that occurs at speeds up to 1.544 Megabits per second. Because this
connection speed is so fast, it's a service that is commonly reserved to connect (1) businesses to the internet
or to an intranet (a private network within a office structure), (2) organizations that want to provide email, ftp
(file transfer protocol), and /or website services, (3) VPN (virtual private network) users, or (4) those who can
not access DSL (Digital Subscriber Line) services. To accommodate for specific customer needs, some
Internet service providers will fraction off the use of this type of connection to smaller groups. Phone
companies have even started to offer T1 Internet connections that incorporate voice communication as part of
their service and it is in fact, somewhat similar to DSL services.
T1 differs from DSL however, in particular because it has no geographical restrictions. DSL is offered only in
specific areas of the country. T1 on the other hand is available all over the United States. DSL makes use of a
single phone line and no extra equipment. T1 however, requires the use of a router with an internal or
external CSU /DSU.
Short for "Trunk Level 1, T -1 carrier, or T -1 line," T1 offers the highest level of connection reliability.
Reliability and speed are two things that are guaranteed through the use of a T1 Internet connection. This is
due to the fact that T1 connections transmit data over a group of multiple phone lines to send and receive
information rather than over just one line. A fractional T1 connection (referred to as "Frac T1 ") can.grant
users a 384 Kbps connection, a 512 Kbps connection, a 768 Kbps connection or a 1.1 Mbps connection.
As a result, T1 Internet connections are ideal for:
a) Small companies (up to two hundred employees) who want to connect their local area network to the
Internet with a single connection.
b) Those who have the equipment to (and want to) host an email server, website, or FTP site
c) Those who participate in a virtual private network
d) Those who are restricted from DSL because of geographical restrictions
Of course, each of these situations requires the use of a router (a high powered modem) with an internal or
external CSU /DSU (Channel Service Unit /Data Service Unit). This router acts as a "go- between" from your
current network to your special T1 phone line jack (supplied from your telephone company). Routers are
provided by your Internet service provider either at no charge, or.at a low monthly cost in addition to the fee
for your connection service.
As enticing as T1 sounds, it does have its share of problems. T1 operates under high regulation and has to
meet stringent standards set by individual states. Public Service Commissions require that T1 service
providers have a technician available for line repair within a twenty four hour period. Consequently, this high
maintenance requirement raises service costs, ultimately making T1 much too expensive for the sole Internet
user. This high expense is the reason that this type of connection is reserved for business users. However the
more users who subscribe to T1, the more likely future costs will eventually decrease.
Information on T -1 (continuation)
Finding the Ripht T1 Provider
Telecommunications contracts can be much like a marriage and as we all know there are good and bad marriages.
The fact is, when you enter into a telecommunications contract with a Tl provider for reasonable amount of
bandwidth or voice service you will have to enter into a long term contract. Telecommunications contracts for
T1's and T3's typically range from 1 year to 3 years. Anything longer than a 3 year contract is usually only seen
in very large applications like OC3 and OC12 or complex frame relay connections with many nodes.
While the term of the contract will not be a problem if you have the right provider, the contract could prove
extremely burdensome with the wrong provider.
http://www.answers.com/topic/tI-1?cat--technology
T1 Line Basic
A T1 line is perfect for small and medium sized businesses needing an internet service provider for 20 to 50 internet
users. A T1 line is a 24 channel circuit providing an internet connection straight from the broadband provider
backbone. This makes a T1 line a very stable and reliable broadband connection. Depending on your location
(distance from the nearest Central Office) and T1 provider availability, your full T1 service pricing can range
anywhere from $350 to $1,200 monthly
T1 Line
Type of broadband telecommunications connection (see broadband technology) used especially to connect Internet
service providers to the Internet's infrastructure. Developed by Bell Labs in the 1960s, the "T- carrier systems" offer
entirely digital, full- duplex exchange of data over traditional wire, coaxial cable, optical fiber, microwave relay, or
other communications media. The T1 lines carry about 1.5 megabits of data per second, while the related T3 lines
carry over 40. However, such systems are generally too expensive for individual network users, who turn instead to
ISDN lines, cable modems, DSL connections, or some form of wireless or satellite system for high -speed Internet
access.
T1 Line vs Cable
T1 Lines and Cable Internet services are both designed to offer high speed connections, but the T1 line offers
synchronous (same upload and download bandwidth) speeds while Cable is asynchronous (different upload and
download bandwidth - normally large download bandwidth and small upload bandwidth making it extremely
unreliable for serving content). T1 Lines also offer a higher level of service quality, up time, faster repair times
and fewer end user restrictions. Cable is normally a "best possible" offering, meaning there are few or no
service guarantees. Cable providers also tend to over subscribe their lines, leading to increased network
congestion during peak usage periods. A full T1 line has guaranteed bandwidth
T1 Line vs DSL
T1 Line and DSL connection both offer bandwidth at high speed but there are factors that greatly differentiate them
from one another. These factors are price and realiability. A DSL connection has a low price and is far less reliable
than a T1 connection. A T1 is more expensive than a DSL connection but is also much more reliable. When
needing a T1, the biggest factor is reliability when uptime is critical to the applications run over your connection.
DSL is a quick and cost effective method of acquiring high speed bandwidth however it is not intended to support
commercial applications or large numbers of users like a TI connection.
m
0
U�m
AT &T MASTER AGREEMENT
MA Reference No.
Customer Entity e' Customer")
AT &T Entity ( "AT &T ")
CITY OF SOUTH MIAMI.
AT &T Corp.
Customer Address
AT &T Address
6130 Sunset Dr
One AT &T Way
South Miami, FL
Bedminster, New Jersey 07921 -0752
33143
Customer Contact
AT &T Contact
Name: Gremaf Reyes
Master Agreement Support Team
Title:
Email: mastp_att.com
e
Telephone: 305 663 -6320
Fax:
Email: greyes @cityofsouthmiami.net
This Agreement consists of this Master Agreement and all schedules, exhibits and service order attachments ( "Attachments ")
appended hereto or subsequently signed by the parties, and that reference this Master Agreement (collectively, this
"Agreement" ). In the event of an inconsistency among terms, the order of priority shall be the applicable Attachment
(including its Addenda, if any), then the applicable Pricing Schedule, then this Master Agreement, then, if applicable, AT &T's
Acceptable Use Policy, and then any applicable Service Guide.
This Agreement shall become effective when signed by authorized representatives of both parties and shall continue in effect
so long as Service is being provided hereunder.
Document(s) Appended:
Comprehensive Service Order Attachment
AGREED: Customer AGREED: AT &T
By: By:
(Authorized Agent or Representative) (Authorized Agent or Representative)
(Typed or Printed Name) (Typed or Printed Name)
(Title)
(Date)
(Title)
(Date)
AT &T AND CUSTOMER CONFIDENTIAL
Page 1 of 11
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T MA Reference No.
General Terms and Conditions
The following terms and conditions shall apply to the
provision and use of Services provided by AT &T pursuant
to this Agreement.
1.0 DEFINITIONS
The following terms shall have the meanings set forth
below:
"AUP" means AT &T's Acceptable Use Policy, as revised
by AT &T from time to time, located at
hU: / /www .ipservices.att.com / /policy.html or such other
AT &T- designated location.
"Affiliate" of a party means any entity that controls, is
controlled by or is under common control with such party.
"AT &T', for purposes of all remedies and limitations of
liability set forth in this Agreement or an Attachment, means
AT &T, its Affiliates, and its and their employees, directors,
officers, agents, representatives, subcontractors,
interconnection and co- location service providers and
suppliers.
"AT &T CPE' means equipment provided under this
Agreement by AT &T or its suppliers and located at a Site.
AT &T CPE includes any internal code required to operate
such Equipment. AT &T CPE does not include Customer
Equipment or Purchased Equipment.
"AT &T Software" means all Software other than Third -
Party Software.
"Content" means information (excluding AT &T information)
made available, displayed or transmitted (including, without
limitation, information made available by means of an HTML
"hot link ", a third party posting or similar means) in
connection with a Service, including all trademarks, service
marks and domain names contained therein, Customer and
User data, and the contents of any bulletin boards or chat
forums, and, all updates, upgrades, modifications and other
versions of any of the foregoing.
"Customer ", for purposes of all remedies and limitations of
liability set forth in this Agreement or an Attachment, means
Customer, its Affiliates, and its and their employees,
directors, officers, agents, and representatives.
"Customer Equipment" means equipment owned by
Customer. Customer Equipment includes any internal code
required to operate such Equipment.
"Damages" means collectively all injury, damage, liability,
loss, penalty, interest and expense incurred.
"Equipment" means " AT &T CPE" , " Customer Equipment"
and " Purchased Equipment."
"INFORMATION" means proprietary information of either
party that is disclosed to the other party in the course of
performing or evaluating potential amendments to this
Agreement, provided such information (except for Content)
is in written or other tangible form that is clearly marked as
"proprietary" or "confidential ".
"Marks" means each party's trade names, logos,
trademarks, service marks or other indicia of origin.
"Pricing Schedule" means a pricing schedule to an
Attachment.
"Purchased Equipment" means equipment sold under this
Agreement by AT &T to Customer. Purchased Equipment
includes any internal code required to operate such
Equipment.
"Service" means a service (including Equipment) provided
under this Agreement.
"Service Component" means the individual components of a
Service that Customer orders under a Pricing Schedule.
"Service Guide" means the applicable portion of a Service
Guide that is identified and incorporated in an Attachment.
"Site" means a Customer physical location, including a
Customer co- location space on AT &T premises, where
AT &T installs or provides a Service.
"Software" means all software and associated written and
electronic documentation and data licensed by AT &T to
Customer in connection with a Service. Software does not
include software that is not furnished to Customer.
"Third -Party Software" means Software that AT &T
licenses from a third party.
"User" means anyone (including Customer Affiliates) who
uses or accesses any Service purchased by Customer under
this Agreement, but excluding unauthorized parties that,
after Customer has taken commercially reasonable steps to
prevent unauthorized access, use or access a Service
without Customer's knowledge.
2.0 CHARGES AND BILLING
2.1 Customer shall pay AT &T for Customer's and
Users' use of the Services at the rates and charges specified
in the Attachments and the Pricing Schedules, without
deduction, setoff or delay for any reason. Charges set forth
in the Attachments and the Pricing Schedules are exclusive
of any applicable taxes. At Customer's request and with
AT &T's consent (which may be withheld if AT &T
determines there would be operational impediments or an
inability to claim tax credits), Customer's Affiliates will be
invoiced separately and AT &T will accept payment from
such Affiliates; provided, however, Customer shall remain
responsible for payment if its Affiliate does not pay charges
in accordance with this Agreement. AT &T may require
Customer to tender a deposit if AT &T determines in its
reasonable judgment that Customer is not creditworthy.
2.2 Customer shall pay all taxes (excluding those on
AT &T's net income), duties, levies, shipping charges and
other similar charges (and any associated interest and
MA VER M AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 2 of 11
AT &T MA Reference No.
General Terms and Conditions
penalties) relating to the sale, transfer of ownership,
installation, license, use or provision of the Services, except
to the extent a valid tax exemption certificate is provided by
Customer to AT &T prior to the delivery of Services. To the
extent Customer is required to withhold or deduct non -U.S.
income taxes from payments due to AT &T, Customer shall
use reasonable commercial efforts to reduce such tax to the
maximum extent possible giving effect to the applicable Tax
Convention and shall furnish AT &T with such evidence as
may be required by U.S. taxing authorities to establish that
such tax has been paid so that AT &T may claim any
applicable credit.
2.3 Payment is due within thirty (30) days after the date
of the invoice and must refer to the invoice number.
Charges will be quoted and invoices shall be paid in the
currency specified in invoice. Restrictive endorsements or
other statements on checks accepted by AT &T will not
apply. Customer shall reimburse AT &T for all costs
associated with collecting delinquent or dishonored
payments. Where payments are overdue, AT &T may
assess interest charges at the lower of 1.5% per month (18%
per annum) or the maximum rate allowed by law.
2.4 Customer shall not be responsible for payment of
charges for AT &T Services invoiced more than six (6)
months after close of the billing month in which the charges
were incurred, except for automated or live operator assisted
calls of any type. Customer must provide written notice to
AT &T specifically identifying all disputed charges and the
reason for nonpayment within six (6) months after the date
of the affected invoice or else Customer waives the dispute.
Payment of such disputed charges will not be considered
overdue pending investigation by AT &T. Payment of any
disputed charges that are determined by AT &T to be
correct as a result of such investigation must be made within
fifteen. (15) days of AT &T's notice to Customer.
3.0 RESPONSIBILITIES OF THE PARTIES;
AFFILIATES
3.1 AT &T agrees to provide Services to Customer in
accordance with this Agreement, subject to the geographic
and tchnical scope of the Services and availability of
necessary facilities, equipment and access.
3.2 Each party shall comply with all applicable laws
and regulations.
3.3 AT &T grants to Customer the right to permit Users
to access and use the Services, provided that Customer
shall remain solely responsible for such access and use.
3.4 If a Service is provided over or includes access to
the Internet, Customer and its Users shall comply with the
AUP. If Customer fails to rectify a violation of the AUP
within five (5) days after receiving notice thereof from
AT &T, then AT &T may suspend the applicable portions of
the Service. AT &T reserves the right, however, to act
immediately and without notice to suspend or terminate
Service in response to a court order or government notice
that certain conduct must be stopped or when AT &T
reasonably determines: (i) that it. may be exposed to
sanctions or prosecution; (ii) that such violation may cause
harm to or interfere with the integrity or normal operations or
security of AT &T's network or networks with which AT &T
is interconnected or interfere with another customer's use of
AT &T Services or the Internet; or (iii) that such violation
otherwise presents imminent risk of harm to AT &T or
AT &T's customers or their respective employees.
3.5 Except for IP addresses, domain names and
telephone numbers expressly registered in Customer's name,
all IP addresses, AT &T -based domain names and telephone
numbers shall remain, at all times, property of AT &T and
shall be nontransferable and Customer shall have no right to
use such IP addresses, AT &T -based domain names or
telephone numbers upon termination or expiration of the
applicable Pricing Schedule.
3.6 Customer grants AT &T access rights to the
property and premises that Customer controls. Customer
shall cooperate with AT &T's efforts to procure such access
rights for the portions of the property not under Customer's
control. Access rights include (i) the right to construct,
install, repair, maintain, replace and remove access lines and
network facilities, as well as the use of ancillary equipment
space within the building, for the connection of customer to
AT &T's network using AT &T -owned or AT &T- leased
facilities; and (ii) 24 hours a day, 7 day a week access to the
access lines and network facilities on the property.
3.7 Unless applicable local law or regulation mandates
otherwise, Customer may not resell any portion of a Service
to third parties.
3.8 Any AT &T Affiliate or Customer Affiliate may sign
an Attachment or add a Pricing Schedule to an Attachment
in its own name and such Affiliate contract will be
considered a separate, but associated, contract,
incorporating these General Terms and Conditions and the
terms of the Attachment (with the Affiliate being substituted
for AT &T or Customer, as applicable); provided, however,
that AT &T and Customer shall be responsible for their
respective Affiliates' performance pursuant to such Affiliate
contract.
4.0 USE OF INFORMATION
4.1 This Agreement shall be deemed to be AT &T and
Customer's INFORMATION. Customer's Content shall be
deemed to be Customer's INFORMATION.
4.2 Each party's INFORMATION shall, for a period of
three (3) years following its disclosure (except in the case of
Software, for an indefinite period): (i) be held in confidence;
(ii) be used and transmitted between countries only for
purposes of performing this Agreement (including in the
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 3 of 11
AT &T MA Reference No.
General Terms and Conditions
case of AT &T, the ability to monitor and record Customer's
transmissions in order to detect fraud, check quality, and to
operate, maintain and repair the Services), using the
Services or evaluating potential amendments to this
Agreement; and (iii) not be disclosed except to the receiving
party's employees, agents and contractors having a need -
to -know (provided that such agents and contractors are not
direct competitors of the other party and agree in'writing to
use and disclosure restrictions as restrictive as this Article
4), or to the extent required by law (provided that prompt
advance notice is provided to the disclosing party to the
extent practicable).
4.3 The restrictions in this Article shall not apply to
any information that: (i) is independently developed by the
receiving party; or (ii) is lawfully received by the receiving
party free of any obligation to keep it confidential; or (iii)
becomes generally available to the public other than by
breach of this Agreement.
4.4 Both parties agree to comply with privacy laws
applicable to their respective businesses. Customer shall
obtain any User consents legally required relating to
handling of User's Content. If Customer believes that, in the
course of providing Services under this Agreement, AT &T
will have access to data Customer does not want AT &T
personnel to comprehend, Customer should encrypt such
data so that it will be unintelligible.
5.0 PUBLICITY AND MARKS
5.1 Neither party may issue any public statements or
announcements relating to this Agreement without the prior
written consent of the other party.
5.2 Each party agrees not to display or use, in
advertising cr otherwise, any of the other party's Marks
without the other party's prior written consent, provided
that such consent may be revoked at any time.
6.0 SOFTWARE
6.1 AT &T grants Customer a personal, non-
transferable and non - exclusive license (without the right to
sublicense) to use Software, in object code form, solely in
connection with the Service(s) for which the Software is
provided and solely in accordance with applicable written
and electronic documentation. Customer will refrain from
taking any steps to reverse assemble, reverse compile or
otherwise derive a source code version of the object code of
the Software. The Software shall at all times remain the sole
and exclusive property of AT &T or its suppliers.
6.2 Customer shall not copy or download AT &T
Software, except that Customer shall be permitted to make
two (2) copies of AT &T Software, one for archive and the
other for disaster recovery purposes. Any copy must
contain the same copyright notices and proprietary
markings as the original AT &T Software.
6.3 To the extent that use of Software by a User is
required for the use of a Service, Customer's Users may use
the Software licensed to Customer under this Agreement for
that purpose. Customer shall assure that Customer's Users
comply with the terms and conditions of this Article 6.
6.4 The term of the license granted hereunder shall be
coterminous with the term of the related Services.
6.5 Customer agrees to comply with the terms and
conditions that are provided with any Third -Party Software
and, in the event of a conflict, such Third -Party terms and
conditions will take precedence over this Agreement as to
such Third Party Software. AT &T will pass through to
Customer any warranties available from its Third Party
Software suppliers, to the extent that AT &T is permitted to
do so under its contracts with those suppliers.
6.6 AT &T warrants that all AT &T Software will
perform substantially in accordance with its applicable
published specifications for the term of the license that
covers the AT &T Software. If Customer returns to AT &T,
within such period, any AT &T Software that does not
comply with this warranty, then AT &T, at its option, will
either repair or replace the portion of the AT &T Software
that does not comply or refund any amount Customer
prepaid for the time periods following return of such failed
or defective AT &T Software to AT &T. This warranty will
apply only if the AT &T Software is used in accordance with
the terms of this Agreement and is not altered, modified or
tampered with by Customer or Users.
7.0 ADJUSTMENTS TO 1 MNEWUM CONE IITMENTS
In the event of a business downturn beyond Customer's
control, or a corporate divestiture, merger, acquisition or
significant restructuring or reorganization of Customer's
business, or network optimization using other AT &T
Services, or reduction of AT &T's rates and charges, or
force majeure events, any of which significantly impairs
Customer's ability to meet Customer's minimum
commitments, if any, AT &T will offer to adjust the affected
minimum commitments so as to reflect Customer's reduced
traffic volumes, after taking into account the effect of such a
reduction on AT &T's costs and the AT &T prices that
would otherwise be available at the revised minimum
commitment levels. If the parties reach mutual agreement on
revised minimum commitments, AT &T will amend or replace
the affected Pricing Schedules, as applicable.
Notwithstanding the foregoing, this provision shall not
apply to a change resulting from a decision by Customer to
transfer portions of Customer's traffic or projected growth
to service providers other than AT &T. Customer must give
AT &T written notice of the conditions Customer believes
will require the application of this provision. This provision
does not constitute a waiver of any charges, including, but
not limited to, monthly recurring charges and shortfall
u EXT0 c .4 . Mo cYOTEW01616
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 4 of 11
AT &T MA Reference No.
General Terms and Conditions
charges, incurred by Customer prior to amendment or
replacement of the affected Pricing Schedules.
8.0 FORCE MAJEURE
Neither AT &T nor Customer shall be liable for any delay,
failure in performance, loss or damage due to fire, explosion,
power blackout, earthquake, flood, the elements, strike,
embargo, labor disputes, acts of civil or military authority,
war, terrorism, acts of God, acts of the public enemy, acts or
omissions of carriers o• suppliers, acts of regulatory or
governmental agencies, or other causes beyond such
party's reasonable control, whether or not similar to the
foregoing.
9.0 LIMITATIONS OF LIABILITY
9.1 EITHER PARTY'S ENTIRE LIABILITY AND THE
OTHER PARTY'S EXCLUSIVE REMEDIES FOR ANY
CLAIMS ARISING IN CONNECTION WITH ANY SERVICE
OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE:
(i) FOR BODILY INJURY OR DEATH TO ANY
PERSON, OR REAL OR TANGIBLE PROPERTY DAMAGE,
NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES
ARISING FROM THE WILLFUL MISCONDUCT OF A
PARTY OR ANY BREACH OF ARTICLES 4 (Use of
Information) OR 5 (Publicity and Marks), THE OTHER
PARTY'S RIGHT TO PROVEN DIRECT DAMAGES;
(ii) FOR DEFECTS OR FAILURES OF SOFTWARE,
THE REMEDIES SET FORTH IN ARTICLE 6 (Software);
(iii) FOR INTELLECTUAL PROPERTY
INFRINGEMENT, THE REMEDIES SET FORTH IN
ARTICLE 11 (Further Responsibilities);
(iv) FOR DAMAGES OTHER THAN THOSE SET
FORTH ABOVE AND NOT EXCLUDED UNDER THIS
AGREEMENT, EACH PARTY'S LIABILITY SHALL BE
LIMITED TO PROVEN DIRECT DAMAGES NOT TO
EXCEED PER CLAIM (OR IN THE AGGREGATE DURING
ANY TWELVE (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 DAMAGE
OCCURRED. THIS SHALL NOT LIMIT CUSTOMER'S
RESPONSIBILITY FOR THE PAYMENT OF ALL
PROPERLY DUE CHARGES UNDER THIS AGREEMENT.
(v) THE LIMITATIONS IN THIS SECTION 9.1 ARE
NOT INTENDED TO PRECLUDE A PARTY FROM
SEEKING INJUNCTIVE RELIEF FROM A COURT OF
COMPETENT JURISDICTION IN THE EVENT OF A
VIOLATION BY THE OTHER PARTY OF ARTICLE 4 (Use
of Information) OR ARTICLE 5 (Publicity and Marks) OR
CUSTOMER'S VIOLATION OF ARTICLE 6 (Software).
9.2 EXCEPT FOR THE PARTIES' ARTICLE 11 (Further
Responsibilities) OBLIGATIONS, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE
OR SPECIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS,
ADVANTAGE, SAVINGS OR REVENUES CF ANY KIND
OR INCREASED COST OF OPERATIONS.
9.3 AT &T SHALL NOT BE LIABLE FOR ANY
DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABILITY, ACCESS OR INTERCONNECTION
OF THE SERVICES WITH APPLICATIONS, EQUIPMENT,
SERVICES, CONTENT OR NETWORKS PROVIDED BY
CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS,
SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT
FOR CREDITS FOR SUCH SERVICE DEFECTS, SERVICE
LEVELS, DELAYS OR INTERRUPTIONS EXPLICITLY SET
FORTH IN AN ATTACHMENT, PRICING SCHEDULE OR
SERVICE GUIDE) OR LOST OR ALTERED MESSAGES OR
TRANSMISSIONS; OR, UNAUTHORIZED ACCESS TO OR
THEFT, ALTERATION, LOSS OR DESTRUCTION OF
CUSTOMER'S, USERS' OR THIRD PARTIES'
APPLICATIONS, CONTENT, DATA, PROGRAMS,
INFORMATION, NETWORK OR SYSTEMS.
9.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, AT &T MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON - INFRINGEMENT
OR ANY REPRESENTATION OR WARRANTY ARISING
BY USAGE OF TRADE, COURSE OF DEALING OR
COURSE OF PERFORMANCE.
9.5 AT &T DOES NOT GUARANTEE NETWORK
SECURITY, THE ENCRYPTION EMPLOYED BY ANY
SERVICE, THE INTEGRITY OF ANY DATA THAT IS
SENT, BACKED UP, STORED OR SUBJECT TO LOAD
BALANCING, OR THAT AT &T'S SECURITY
PROCEDURES WILL PREVENT THE LOSS OF,
ALTERATION OF, OR IMPROPER ACCESS TO,
CUSTOMER DATA AND INFORMATION.
9.6 THE LIMITATIONS OF LIABILITY SET FORTH
IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE; AND (ii)
WHETHER OR NOT DAMAGES WERE FORESEEABLE.
9.7 THESE LIMITATIONS OF LIABILITY SET OUT
IN THIS ARTICLE 9 SHALL SURVIVE FAILURE OF ANY
EXCLUSIVE REMEDIES PROVIDED IN THIS
AGREEMENT.
10.0 TERMINATION
10.1 If a party fails to perform or observe any material
term or condition of this Agreement and the failure
continues unremedied for thirty (30) days after receipt of
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 5 of 11
AT &T MA Reference No.
General Terms and Conditions
written notice, the other party may terminate or suspend for
cause any Service Components affected by the breach.
10.2 A Service may be terminated immediately upon
written notice (a) by either party if the other party (i)
becomes insolvent or involved in a liquidation or
termination of its business, files a bankruptcy petition, has
an involuntary bankruptcy petition filed against it (if not
dismissed within thirty (30) days of filing), becomes
adjudicated bankrupt, or becomes involved in an
assignment for the benefit of its creditors; (ii) has violated
the provisions of Article 5 (Publicity and Marks) or (iii) has
materially breached any provision of Article 4 (Use of
Information), or (b) by AT &T due to a material breach by
Customer of any provision of Article 6 (Software).
10.3 AT &T may amend an applicable tariff or Service
Guide from time to time consistent with this Agreement,
provided, however, that if AT &T revises an applicable tariff
or Service Guide in a manner that is material and adverse to
Customer and AT &T does not effect revisions that remedy
such adverse and material effect within thirty (30) days after
receipt of written notice from Customer, then Customer may,
as its sole remedy, elect to terminate the affected Service
Components on thirty (30) days' written notice, given not
later than ninety (90) days after Customer first learns of the
revision to the applicable tariff or Service Guide. However, a
revision to a tariff or Service Guide shall not be considered
material and adverse to Customer if: (i) it affects only
Services or Service Components not in substantial use by
Customer at the time of the revision; or (ii) it changes rates
or charges that are not fixed (stabilized) in an Attachment or
Pricing Schedule.
10.4 Unless applicable local law or regulation mandates
otherwise, AT &T may discontinue providing a Service to
customers upon twelve (12) months written notice, or a
Service Component upon one hundred and twenty (120)
days written notice, unless a different written notice period
is provided in the applicable Pricing Schedule.
10.5 Termination Charges, if any, shall be as specified in
an Attachment, in the event that AT &T terminates under
Section 10.1 or 10.2, or Customer terminates for
convenience.
10.6 Termination by either party of a Service does not
waive any other rights or remedies it may have under this
Agreement. Termination or suspension of a Service shall
not affect the rights and obligations of the parties regarding
any other Service.
11.0 FURTHER RESPONSIBILITIES
11.1 AT &T agrees to defend or settle any claim against
Customer and to pay all Damages that a court may award
against Customer, in any suit that alleges a Service infringes
any patent, trademark, copyright or trade secret, except
where the claim or suit arises out of or results from:
Customer's or User's Content; modifications to the Service
or combinations of the Service with non -AT &T services or
products, by Customer or others; AT &T's adherence to
Customer's written requirements; or, use of the Service in
violation of this Agreement. Customer agrees to defend or
settle any claim against AT &T and to pay all Damages that
a court may award against AT &T in any suit that alleges a
Service infringes any patent, trademark, copyright or trade
secret, due to any of the exceptions in the preceding
sentence.
11.2 Whenever AT &T is responsible under Section
11. 1, AT &T may at its option either procure the right for
Customer to continue using, or may replace or modify the
alleged infringing Service so that the Service becomes non-
infringing, but if those alternatives are not reasonably
achievable, AT &T may terminate the affected Service
without liability other than as stated in Section 11.1.
11.3 AT &T's obligations and indemnities under this
Agreement run exclusively to Customer and are not
intended to extend to third parties that may use or be
affected by Customer's use of the Services. Where
Customer authorizes or permits third parties to utilize the
Services, it is Customer's responsibility to limit its liability to
such parties, and, therefore, except to the extent AT &T is
obligated to indemnify Customer under this Article 11,
Customer agrees to defend or settle any claim against
AT &T by such parties and to pay all Damages. that a court
may award against AT &T in any suit brought by such
parties.
11.4 The indemnified party under this Article 11: (i)
must notify the other party in writing promptly upon
learning of any claim or suit for which indemnification may
be sought, provided that failure to do so shall have no effect
except to the extent the other party is prejudiced thereby; (ii)
shall have the right to participate in such defense or
settlement with its own counsel and at its sole expense, but
the other party shall have control of the defense or
settlement; and (iii) shall reasonably cooperate with the
defense.
12.0 EQUIPMENT
12.1 AT &T shall retain all right, title or interest h
AT &T CPE and no ownership rights in AT &T CPE shall
transfer to Customer. Customer shall provide a suitable and
secure environment free from environmental hazards and
electric power for AT &T CPE and shall keep the AT &T CPE
free from all liens, charges, and encumbrances. Customer
shall bear the risk of loss of or damage to AT &T CPE
(ordinary wear and tear excepted) from any cause except to
the extent caused by AT &T or its suppliers. AT &T CPE
shall not be removed, relocated, modified, interfered with, or
attached to non -AT &T equipment by Customer without
prior written authorization from AT &T.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 6 of 11
AT &T MA Reference No.
General Terms and Conditions
12.2 Title to and risk of loss of Purchased Equipment
will pass to Customer as of delivery, upon which date
AT &T will have no further obligations of any kind with
respect to that Purchased Equipment, except as set forth in
an applicable Attachment, Pricing Schedule or Service
Guide. If Customer does not accept the Equipment, the
Equipment should be returned to the manufacturer. AT &T
will obtain from the manufacturer and forward to Customer a
Return Material Authorization. AT &T retains a purchase
money security interest in each item of Purchased
Equipment until Customer pays for it in full; Customer
appoints AT &T as Customer's agent to sign and file a
financing statement to perfect AT &T's security interest.
12.3 All Purchased Equipment provided under this
Agreement is provided on an "AS IS" basis, except that
AT &T will pass through to Customer any warranties
available from its Purchased Equipment suppliers, to the
extent that AT &T is permitted to do so under its contracts
with those suppliers.
12.4 All ownership interest in a party's facilities and
associated Equipment used in connection with the Services
shall at all times remain with that party. If any Customer
Equipment is used to provide the Service, Customer grants
AT &T a non - transferable and non - exclusive license to use
such Customer Equipment in the manner necessary to
provide the Service.
13.0 EMPORT/EXPORT CONTROL
13.1 The parties acknowledge that equipment, products,
Software, and technical information (including, but not
limited to, technical assistance and training) provided under
this Agreement may be subject to import or export laws,
conventions or regulations, and any use or transfer of the
equipment, products, Software, and technical information
must be in compliance with all such laws, conventions and
regulations. The parties will not use, distribute, transfer, or
transmit the equipment, products, Software, or technical
information (even if incorporated into other products) except
in compliance with such laws, conventions and regulations.
If requested by either party, the other party agrees to sign
written assurances and other documents as may be required
to comply with such laws, conventions and regulations.
13.2 In the event any necessary import or export license
cannot be obtained within six (6) months after making an
application, neither party shall have further obligations with
respect to providing or purchasing and, if applicable,
Customer shall return the equipment, products, Software, or
technical information that is the subject matter of the
unsuccessful application.
14.0 INTELLECTUAL PROPERTY RIGHTS
All intellectual property in all Services shall be the sole and
exclusive property of AT &T or its suppliers.
15. GENERAL PROVISIONS
15.1 Any supplement to or modification or waiver of
any provision of this Agreement must be in writing and
signed by authorized representatives of both parties. A
waiver by either party of any breach of this Agreement shall
not operate as a waiver of any other breach of this
Agreement.
15.2 This Agreement may not be assigned by either
party without the prior written consent of the other, except
that either party may, without the other party's consent,
assign in whole or in relevant part this Agreement or any
Attachment to a present or future Affiliate or successor,
provided that any such assignment shall be contingent
upon the assignor remaining responsible for the
performance of its assignee and AT &T determining
Customer's assignee(s) to be creditworthy and in
compliance with any eligibility criteria for the Services.
AT &T may subcontract work to be performed under this
Agreement, but shall retain responsibility for all such work.
In countries in which AT &T does not have an Affiliate to
provide Service, AT &T may assign its rights and
obligations related to a Service provided in such a country
to the local service provider; provided however, that AT &T
shall be responsible to Customer for such obligations. In
some such countries, Customer may be required to contract
directly with the local service provider.
15.3 If any portion of this Agreement is found to be
invalid or unenforceable or if, notwithstanding Section 15.6,
applicable law mandates a different interpretation or result,
the remaining provisions shall remain in effect and the
parties shall negotiate in good faith to substitute for such
invalid, illegal, or unenforceable provision a mutually
acceptable provision consistent with the original intention
of the parties.
15.4 Any legal action arising in connection with this
Agreement must begin within two (2) years after the cause
of action arises.
15.5 Any required notices under this Agreement shall
be in writing and shall be deemed validly delivered if sent by
hand (in which case delivery will be deemed to have been
effected immediately), or by overnight mail (in which case
delivery will be deemed to have been effected one (1)
business day from the date of mailing), or by first class pre-
paid post (in which case delivery will be deemed to have
been effected five (5) days from the date of posting), or by
facsimile or electronic transmission (in which 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 such other office or recipient as designated in
writing from time to time.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 7 of 11
AT &T MA Reference No.
General Terms and Conditions
15.6 Unless local law would require otherwise, the
construction, interpretation and performance of this
Agreement shall be governed by the substantive law of the
State of New York, excluding its choice of law rules, and
applicable laws and regulations of the United States of
America. The United Nations Convention on Contracts for
International Sale of Goods shall not apply. The parties
consent to the exclusive jurisdiction of the courts located in
New York City, USA.
15.7 This Agreement does not provide any third party
(including Users) with any remedy, claim, liability,
reimbursement, cause of action or other right or privilege.
15.8 The respective obligations of Customer and
AT &T, which by their nature would continue beyond the
termination or expiration of any Attachment, Pricing
Schedule or this Agreement, including, without limitation,
the obligations regarding Use of Information, Publicity and
Marks, Further Responsibilities and Limitations of Liability,
shall survive termination or expiration.
15.9 The authentic language of this Agreement
is English. In the event of a conflict between this
Agreement and any translation, the English version will take
precedence.
15.10 THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SERVICES. THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS, PROPOSALS,
REPRESENTATIONS, STATEMENTS OR
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL
CONCERNING THE SERVICES, OR THE RIGHTS AND
OBLIGATIONS RELATING TO THE SERVICES. THIS
AGREEMENT SHALL NOT BE MODIFIED, OR
SUPPLEMENTED BY ANY WRITTEN OR ORAL
STATEMENTS, PROPOSALS, REPRESENTATIONS,
ADVERTISEMENTS, SERVICE DESCRIPTIONS OR
CUSTOMER'S PURCHASE ORDER FORMS NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT, A
PRICING SCHEDULE OR AN ATTACHMENT.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTTAL
Page 8 of 11
AT &T MA Reference No.
AT &T Comprehensive Service Order Attachment
Customer Entity e' Customer")
AT &T Entity "AT &T ")
CITY OF SOUTH MIAMI.
AT &T Corp.
Customer Address
AT &T Address
6130 Sunset Dr
One AT &T Way
South Miami, FL
Bedminster, New Jersey 07921 -0752
33143
Customer Contact
AT &T Contact
Name: Gremaf Reyes
AT &T Internet Services Contract Management
Title:
FAX Number: 800 - 235 -7527
Telephone: 305 663 -6320
Email: mast @att.com
Fax:
Email: greyes @cityofsouthmiami.net
The Comprehensive Service Order Attachment attached hereto is a part of the Agreement between AT &T and Customer
referenced above.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 9 of 11
Comprehensive Service Order Attachment. For AT &T Administrative Use Only
Master Agreement No.
AT &T Comprehensive Service Order Attachment
1. THE SERVICE; DEFINITIONS
1.1 Services
A. AT &T will provide the Services to Customer under this
Attachment that are identified in the applicable Pricing
Schedules.
B. The pricing, service descriptions and other provisions
relating to the Services will be as set forth in: (i) this
Attachment (including, the Pricing Schedules and any
Addenda to this Attachment); (ii) the Agreement's General
Terms and Conditions; and (ii) the appropriate section of
the Service Guide or the Applicable Tariffs.
C. This Attachment shall remain in effect until no Service
Component provided under this Attachment remains in
service.
1.2 Definitions
Capitalized terms used but not defined in this Attachment
are defined elsewhere in the Agreement.
"Applicable Tariffs" consist of the standard AT &T service
descriptions, pricing and other provisions filed by AT &T or
any of its Affiliates with the appropriate regulatory
commission having jurisdiction respecting a Service, as
revised from time to time. In the event an Applicable Tariff
is withdrawn by AT &T or tariffing is no longer permitted or
required by the appropriate regulatory commission,
references to the Applicable Tariff shall be deemed to refer
to the corresponding applicable provisions of the Service
Guide.
" Effective Date" of a Pricing Schedule is the date on which
the last party signs this Attachment or, for a subsequently
added Pricing Schedule, the date on which the last party
signs the Pricing Schedule. If the rules of a regulatory
authority having jurisdiction respecting a Service would
require a later date, the Effective Date of the applicable
Pricing Schedule shall be in accordance with such rules.
"MARC (Minimum Annual Revenue Commitment)" means
an annual revenue commitment set forth in an applicable
Pricing Schedule that Customer agrees to satisfy during a
Pricing Schedule Term.
"MARC- Eligible Charges" means, unless the applicable
Pricing Schedule indicates otherwise, the recurring and
usage charges, after applicable discounts and credits,
incurred by Customer for the Services identified in the
applicable Pricing Schedule as MARC- contributing.
Notwithstanding anything set forth in a Pricing Schedule,
the following charges shall not be deemed MARC Eligible
Charges: (a) charges for or in connection with Purchased
Equipment; (b) charges for outsourcing services; (c) taxes,
and (d) charges imposed in connection with governmentally
imposed costs or fees (such as USF, PICC, payphone
service provider compensation, E911 and deaf relay
charges).
" Pricing Schedule" means a pricing schedule to this
Attachment.
" Pricing Schedule Term " is the' period of time stated in the
applicable Pricing Schedule.
"Service" means collectively all of the Service Components
Customer orders under a Pricing Schedule.
" Service Guide" means the standard AT &T service
descriptions, pricing and other provisions, as revised by
AT &T from time to time, relating to Services offered under
this Attachment (if there is no Applicable Tariff). The
Service Guide is located at
http:/ /www.serviceguide.att.com /ABS /ext or
http : / /www.att.com /abs /serviceguide or such other AT &T
designated location.
"Termination Charges" means the charges identified in
Sections 2.3 and 2.4 below, payable by Customer in certain
termination circumstances.
2. TERMINATION
2.1 If a Service or a Service Component is terminated,
Customer must pay all charges incurred as of the effective
date of termination.
2.2. If Customer terminates a Service or a Service
Component for material breach, Customer shall not be liable
for any Termination Charges.
2.3 If Customer terminates a Service Component other than
as set out under Section 2.2 above or AT &T terminates a
Service or a Service Component for material breach,
Customer must pay: (i) any credits, waived charges or
unpaid amortized charges if the Service Component is
terminated prior to the end of an applicable minimum
retention period (specified in the Pricing Schedule, the
Service Guide or the Applicable Tariffs); (ii) the applicable
amount of recurring charges for the terminated Service
Component multiplied by the number of months remaining in
an applicable minimum payment period (specified n the
Pricing Schedule, the Service Guide or the Applicable
Tariffs); and (iii) any access facilities cancellation charges
and other third -party charges incurred by AT &T due to the
termination. The charges set forth in (i) and (ii) above will
not apply if a terminated Service Component is replaced with
an upgraded like Service Component at the same Site(s),
provided the applicable minimum period and associated
charge for the replacement Service Component are each
equal to or greater than the applicable period and charge for
the terminated Service Component.
2.4 In the event of a termination of a Pricing Schedule either
by Customer other than as set out in Section 2.2 above or by
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 10 of 11
Comprehensive Service Order Attachment. For AT &T Administrative Use Only
Master Agreement No.
AT &T Comprehensive Service Order Attachment
AT &T for material breach, Customer must pay: (i) a
Termination Charge equal to 50% of the unsatisfied MARC
for the year of the Pricing Schedule Term in which the
Pricing Schedule is terminated plus 50% of the MARC for
each year remaining in the Pricing Schedule Term; and
(ii) the amounts set forth in Section 2.3, above.
3. MINIMUM COMMITMENTS/CHARGES
If, on any anniversary of a Pricing Schedule Term start date,
the Customer has failed to satisfy the MARC for the
preceding 12 month period, the Customer will be billed a
shortfall charge in an amount equal to the difference
between the MARC and the total of the applicable MARC-
Eligible Charges incurred during the 12 month period. In
such a case, Customer shall not be entitled to receive
promotional, compliance or other credits until Customer
pays the shortfall charge.
4. PRICING
4.1 Pricing Schedule
Unless otherwise stated in a Pricing Schedule, the rates and
charges stated in the Pricing Schedule are stabilized until the
end of the Pricing Schedule Term and apply in lieu of the
corresponding rates and charges set forth in the Service
Guide or the Applicable Tariffs. Pricing for any Service
Components that are not listed in a Pricing Schedule will be
as described in the Service Guide or the Applicable Tariffs
or as agreed on an individual case basis. Unless otherwise
stated in a Pricing Schedule, after the end of the Pricing
Schedule Term AT &T may modify the rates, charges, terms
and conditions applicable to the Service covered by such
Pricing Schedule on thirty (30) days' prior notice.
4.2 Discounts
The discounts set forth or referenced in a Pricing Schedule
are the only discounts applicable to the Services and will be
applied to the applicable rates and charges in the manner
and to the extent specified in the applicable sections of the
Service Guide or the Applicable Tariffs.
4.3 Promotions /Credits/Waivers
Customer is eligible only for promotions, credits or waivers
identified in the applicable Pricing Schedule. Unless
otherwise stated in the applicable Pricing Schedule, any
additional promotions, credits or waivers set out in the
Service Guide or an Applicable Tariff will not apply.
4.4 Charges
Regardless of any stabilization of rates or charges that may
appear in this Attachment or in a Pricing Schedule, AT &T
reserves the right to increase charges as a result of: (i)
expenses incurred by AT &T reasonably relating to
regulatory assessments stemming from an order, rule or
regulation of the Federal Communications Commission or
other regulatory authority or court having competent
jurisdiction (including but not limited to payphone, PICC
and USF related expenses and E911 and deaf relay charges);
or (ii) in the case of local exchange Services and voice over
Internet protocol applications and Services, the price or
availability of network elements used in the provision of the
Services, amounts other carriers are required to pay to
AT &T or the amount AT &T is required to pay to other
carriers in connection with the provision of the Services to
Customer under an applicable Pricing Schedule.
5. COMMISSION JURISDICTION
If a Pricing Schedule is subject to the jurisdiction of a
regulatory commission, each such Pricing Schedule will be
subject to changes or modifications as the controlling
commission may direct from time to time in the'exercise of its
jurisdiction. Therefore, for this purpose, each such Pricing
Schedule will be deemed to be a separate agreement with
respect to the Services offered in a particular jurisdiction.
6. ELIGIBII.ITY /OTHER REQUIREMENTS
If a Pricing Schedule providing regulated
telecommunications services that are subject to the
jurisdiction of a United - States -based regulatory authority is
available to other potential purchasers of the service, it will
be available to such purchasers who execute an identical
Pricing Schedule only once, either by the purchaser or any
Affiliate of the purchasing entity.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 11 of 11
AT &T MA Reference No.
aW AT &T PS Reference No.
AT &T Managed Internet Service
Pricing Schedule
CSM080124184852
Customer Entity(" Customer")
AT &T Entity ("AT&T")
AT &T Sales Contact Name
❑ Primary Contact
CITY OF SOUTH MIAMI.
AT &T Corp.
MIRIAM BUONOMO
Customer Address
AT &T Corp. Address and Contact
AT &T Sales Contact Information
6130 Sunset Dr
One AT &T Way
7300 NW 19TH STREET BLDG 8
Bedminster, NJ 07921 -0752
MIAMI, FL 33126
South Miami, FL
Telephone: 3055697325
33143
Attn:
Fax: 305 - 569 -7325
Email: mast(Watt.com
Email: mb0481 @asemail.att.com
Fax: 908 - 325 -0222
Branch Manager: Esperanza Diaz -Bello
Sales Strata: Solutions Public
Sales Region: Southeastern
Customer Contact
AT &T Address and Contact (if
AT &T Authorized Agent Information
signing entity other than AT &T
(if applicable) ❑ Primary Contact
Corp.)
Name: Gremaf Reyes
Name:
Title:
Company Name:
Telephone: 305 663 -6320
Fax:
Email: greyes @cityofsouthmiami.net
CUSTOMER Account Number or Master
Telephone:
Account Number:
Fax:
Email:
Agent Code:
This Pricing Schedule is part of the Agreement between AT &T and Customer referenced above.
AGREED:
Customer
AGREED:
AT &T
By: By:
(Authorized Agent or Representative) (Authorized Agent or Representative)
(Typed or Printed Name) (Typed or Printed Name)
(Title)
(Title)
(Date) (Date)
v.1.25.07 ps_ m1s_ t1 _no_security_svcs_20060528.rtf (standard)
CSM080124184852
AT &T AND CUSTOMER CONFIDENTIAL
Page 1 of 5 .
AT &T Managed Internet Service — Pricing Schedule
1. SERVICES
• AT &T Managed Internet Service
• AT &T Private Network Transport (PNT) Service is an option
of MIS and can be ordered as an MPLS PNT feature under
Section I, Tables 13 and 14.
AT &T's Acceptable Use Policy is located at
httr): / /www.att.com /auo or such other AT&T-designated
location.
2. PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule
Term Start Date
Term
Service Fees
36 Months
Effective Date of this Pricing
Applicable to
Schedule or the date that the initial
Service Component is enabled for
Customer use, whichever is later
Effective Date of I Effective Date of this Pricing
Rates and Discounts I Schedule
v.1.25.07 ps_mis t1_no_security svcs_20060528.rtf (standard)
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
3. MINIMUM PAYMENT PERIOD
Portion of Monthly
Service
Minimum
Service Fees
Components
Payment Period
Applicable to
Minimum Payment
Period
50%
All Service
Until end of
Components
Pricing Schedule
Term, but not
less than 12
months per
component
AT &T AND CUSTOMER CONFIDENTIAL
Page 2 of 5
CSM080124184852
AT &T Managed Internet Service — Pricing Schedule
4. RATES (US Mainland, HI and Alaskat only)
T Service in Alaska requires a separate AT &T Addendum for
Service in Alaska. The rates stated in this Pricing Schedule apply
to Service locations and /or Service Components in Alaska only
in the event that a Service Component and /or Service location is
not listed in the Addendum for Service in Alaska. In the event of
the conflict between this Pricing Schedule and the Addendum for
Service in Alaska, the Addendum for Service in Alaska controls.
NOTE 1: MIS w/ Managed Router Option 2 available only as
described in the Service Guide.
NOTE 2: If Customers orders the MPLS PNT feature under
Section I, Tables 13 and 14 as part of the MIS service, Customer
will be billed for PNT transport and uplifts and all applicable
taxes will be stated on the Customer's invoice.
NOTE 3: The charges for the Class of Service (CoS) feature set
forth in Section I, Table 9 and 10 are waived for Sites at which
Customer also maintains AT &T Business Voice over IP (VoIP).
Service.
( *) = not available with MPLS PNT
ICB = available only on an Individual Case Basis.
N/A = Not Available
v.1.25.07 ps_mis t1_no_security_svcs_20060528.rtf (standard)
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
Section I: AT &T Managed Internet Service
Access Bandwidth -
Table 1: Tiered T-1, NxT -1, &1 And Frame
Access
Speed
MIS
MIS w/
MIS w/
Discount
Method
Monthly
Manage
Managed
Service
d Router
Router
Fee List
Monthly
Option 2
Price
Service
Monthly
Fee
Service
List
Fee
Price
List Price
N/A
56164
190
$260
N/A
N/A
Kbps
T -1
128
$225
$295
$285
N/A
Kbps
T -1
256
280
350
340
N/A
Kbps
T -1
384
335
$405
$395
N/A
Kbps
T -1
512
390
$460
$450
N/A
Kbps
T -1
768
$410
80
70
N/A
Kbps
T -1 —
1024
$425
95
85
N/A
Frame*
Kbps
T -1
T -1
70
$540
$530
40.0%
E1"
&1
70
$540
N/A
N/A
2xT -1
3
850
1,145
N/A
N/A
Mbps
3xT -1
4.5
$1,100
$1,395
N/A
N/A
Mbps
4xT -1
6
$1,250
$1,545
N/A
N/A
Mbps
5xT -1
7.5
1,480
2,360
N/A
N/A
Mbps
6xT -1
9
$1,715
$2,595
N/A
N/A
Mbps
7xT -1
10.5
$1,91 5
$2,795
N/A
N/A
Mbps
8xT -1
12
$2,190
$3,070
N/A
N/A
Mbps
v.2.3.05
AT &T AND CUSTOMER CONFIDENTIAL
Page 3 of 5
CSM080124184862
AT &T Managed Internet Service — Pricing Schedule
Table 2: Burstable T4
Discount:: N/A
Sustained
Undiscounted
Undiscounted
Undiscounted
Usage
MIS Monthly
MIS w /Managed
MIS w /Managed
Additional Secondary DNS (available in
Service Fee
Router Monthly
Router Option 2
of 150 Kilobytes of zone file data)
Service Fee
Monthly Service
Service Component
1,000
Service Only
Fee
up to128kbps
270
$340
330
128.01-256
340
10
00
Kbps
00
Kbps
Backbone Node
256.01-384
05
475
$465
Kbps
additional charges via
384.01 -512
384.01-512
$470
$540
530
Kbps
512.01 Kbps -
635
625
512.01 Kbps -
565
$635
625
j
1.544 Mbps
I
i
Customer Routers)
v.z.a.ua
Table 3: DNS Services
Option
Monthly Service Fee
Additional Primary DNS (available in
$100 per DNS
increments of up to 15 zones with a maximum
increment
of 150 Kilobytes of zone file data)
Service Fee
Additional Secondary DNS (available in
100 per DNS
increments of up to 15 zones with a maximum
increment
of 150 Kilobytes of zone file data)
V.V /.U7.U4
Table 4: Multiple Access Redundancy Option
(MARO) - Burstable T-1 with Shadow Billing Option
Discount: N/A
Sustained Usage
MIS w /Managed Router
MIS w /Managed Router
List Price
Undiscounted Monthly
Option 2 Undiscounted
MIS w/
Service Fee
Monthly Service Fee
Up to 56 Kbps
$170
$160
For MARO
Customer Routers)
Redundant Link
Service Component
1,000
Service Only
CPE Redundant
T -1: 120
(Shadow Billing)
Configuration Option
$1,000
up to128kbps
340
330
128.01-256
10
00
Kbps
Backbone Node
500 per T -1
256.01-384
75
65
Kbps
additional charges via
384.01 -512
$540
$530
Kbps
Redundant Link
512.01 Kbps -
635
625
1.544 Mbps
Balancers (2)
v.L.cu.uo
v.1.25.07 ps_ mis— t1_no_security_svcs_20060528.rtf (standard)
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
Table 5: MARO Features- Monthly Service Fees
Option
Monthly Service
Service Component
List Price
Fee
Discount
MIS w/
List Price
MARO - Outbound
Alternate Backbone
T -1: 500
N/A
Node Option -
additional charges via
Private Line, per
Customer Routers)
NxT1:
$500 per T -1
Service Component
1,000
$1,000
CPE Redundant
T -1: 120
N/A
Configuration Option
$1,000
NxT -1: 350
- Per Service
Component
$2,500
$2,500
Backbone Node
500 per T -1
N/A
Redundancy Option -
Redundant Link
Mbps & 6.0
additional charges via
Private Line, per
Redundant Link
Outbound Load
T1 & NXT -1: $350
N/A
Balancers (2)
(Dual Managed
Customer Routers)
v.c.4.vo
Table 6: MARO Features - Installation Fees (ICB Only)
Discount: 0.0 %
Option
Undiscounted Installation Fee
Undiscounted
List Price
MIS, MIS w /Managed Router, & MIS w/
MIS w/
Managed Router Option 2
MARO - Outbound
$1000
Load Balancers (2)
Router Option 2
(Dual Managed
Customer Routers)
V.Z.o.ua
Table 7: MIS Tele— Installation
niccnunt Inn_n of
MIS Speed
Undiscount
Undiscounted
Undiscounted MIS
ed MIS
MIS w/
w/ Managed
Managed
Router Option 2
Router
56 Kbps
1,000
$1,000
$1,000
128 Kbps-
1,000
$1,006
$1,000
1.5 Mops
NxT -1 (3.0
$2,500
$2,500
$2,500
Mbps, 4.5
Mbps & 6.0
Mbps)
v.A.s.va
AT &T AND CUSTOMER CONFIDENTIAL
Page 4of5
CSM080124184852
AT &T Managed Internet Service — Pricing Schedule
Table 8: On -Site Installation
Discount: 0.0 %
MIS Speed
Undiscounted MIS
Undiscounted MIS w/
$225
w/ Managed
Managed
256 Kbpst
Router Only
Router Option 2 Only
56 Kbps
$999
$999
128 Kbps -1.5
$225
1024 Kbps*
Mbps
1 $999
1 $999
NxT -1 (3.0
$225
3xT -1 (4.5 Mbps)
Mbps - 6.0
4xT -1 (6 Mbps)
225
Mbps)
$999
$999
V.D.-MUD
Table 9: Class Of Service Option - Tiered T-1 and Burstable Service -
Monthly Service Fees
Discount: N/A
Speed
Class of Service Monthly Fee- List Price (wl o
w /out Managed Router, including Managed
Router Option 2, except as indicated)
56 Kbpst
$225
128 Kbpst
225
256 Kbpst
225
384 Kbpst
$225
512 Kbpst
$225
768 Kbps
$225
1024 Kbps*
$225
1.5 Mbps
$225
2xT -1 (3 Mbps)
$225
3xT -1 (4.5 Mbps)
225
4xT -1 (6 Mbps)
225
5xT -1 (7.5 Mbps)
225
6xT -1 (9 Mbps)
225
7xT -1 (10.5 Mbps)
225
8xT -1 (12 Mbps)
1 $225
lT 1 no rew-ume class avaname
v.6.1.06
Table 10: Class Of Service Option - Installation Fees
Discount: N/A
Class of Service Undiscounted $1,000
Installation Fee
v.2.3.05
Table 11: MIS +NCS Option (ICB Only)
Discount: N/A
Feature
Undiscounted Monthly Service Fee
Undiscounted Monthly
MIS Only
MIS + NCS Site
$2,500
License Fee (3 yr)
$1,200
MIS + NCS Site
License Fee (5 yr)
$1,050
MIS + NCS Tier 1
T-1 (1.54
Support
$100
V.u4.zv.VL
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
Table 12: MIS + NCS
Installation Fees (ICB Only)
Discount: 0.0 %
Feature
Undiscounted Installation Fee
Undiscounted Monthly
List Price MIS
MIS + NCS Site
$2,500
Preparation Fee
v.Z.s.ua
Table 13: MPLS PNT Feature
Discount: : N/A
Access Method
Speed
Undiscounted Monthly
Additional $500 per location
(outside standard operating
Service Fee MIS, MIS
hours - 8:00 a.m. to 5:00 p.m.
w /Managed Router, and
MIS wl Managed Router
T-1 (1.54
Option 2
Private Line
Mbps)
Fractional T -1
Fractional T -1
$200
(56K - 768K) **
(56K - 768K) **
$200
Private Line
Private Line
NxT -1
NxT -1
(2 through 8)
(3 Mbps -12
Mbps)
$200
Private Line T1
T -1 (1.54 Mbps)
200
-- tl uL4n not avallaoie wan mrLJ r1V 1 I
v.9/28/05
Table 14: MPLS PNT UniLink Feature
Disrnunt- NIA
Access Method
Speed
Undiscounted Monthly
Additional $500 per location
(outside standard operating
Service Fee MIS PNT, and
hours - 8:00 a.m. to 5:00 p.m.
MIS PNT with Managed
Router
T-1 (1.54
Mbps)
Private Line T -1
Burstable T1
$200
V. V4.1 0.uo
Table 15: MultiCast Monthly Service Fee
N/A
MultiCast Monthly Service Fee ICB
Table 16: MultiCast Installation
N/A
MultiCast Installation Fee ICB
Section 11: Additional Service Fees
Moving Fee(during hours)
$1,000 per location
Additional Moving Fee
Additional $500 per location
(outside standard operating
hours - 8:00 a.m. to 5:00 p.m.
Monday through Friday)
V.VI /V HV4
v.1.25.07 ps_mis_t1_no- security svcs_20060528.rtf (standard) CSM080124184862
AT &T AND CUSTOMER CONFIDENTIAL
Page 5 of 5
u
AT &T MASTER AGREEMENT
MA Reference No.
Customer Entity " Customer"
AT &T Entity ( "AT &T ")
City of South Miami
AT &T Corp.
Customer Address
AT &T Address
6130 Sunset Dr.
One AT &T Way
South Miami, FL
Bedminster, New Jersey 07921 -0752
33143
Customer Contact
AT &T Contact
Name: Gramaf Reyes
Master Agreement Support Team
Title:
Email: mastnatt.com
e
Telephone: 305 663 -6320
Fax:
Email: Greyes @cityofsouthmiami.net
This Agreement consists of this Master Agreement and all schedules, exhibits and service order attachments ( "Attachments ")
appended hereto or subsequently signed by the parties, and that reference this Master Agreement (collectively, this
"Agreement" ). In the event of an inconsistency among terms, the order of priority shall be the applicable Attachment
(including its Addenda, if any), then the applicable Pricing Schedule, then this Master Agreement, then, if applicable, AT &T's
Acceptable Use Policy, and then any applicable Service Guide.
This Agreement shall become effective when signed by authorized representatives of both parties and shall continue in effect
so long as Service is being provided hereunder.
Document(s) Appended:
Comprehensive Service Order Attachment
AGREED: Customer
By:
(Authorized Agent or Representative)
(Typed or Printed Name)
(Title)
(Date)
AGREED: AT &T
By:
(Authorized Agent or Representative)
(Typed or Printed Name)
(Title)
(Date)
AT &T AND CUSTOMER CONFIDENTIAL
Page 1 of 11
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T MA Reference No.
General Terms and Conditions
The following terms and conditions shall apply to the
provision and use of Services provided by AT &T pursuant
to this Agreement.
1.0 DEFINITIONS
The following terms shall have the meanings set forth
below:
"AUP" means AT &T's Acceptable Use Policy, as revised
by AT &T from time to time, located at
http:// www .il2services.att.com / /policy.htmi or such other
AT &T- designated location.
"Affiliate" of a party means any entity that controls, is
controlled by or is under common control with such party.
"AT &T', for purposes of all remedies and limitations of
liability set forth in this Agreement or an Attachment, means
AT &T, its Affiliates, and its and their employees, directors,
officers, agents, representatives, subcontractors,
interconnection and co- location service providers and
suppliers.
"AT &T CPE' means equipment provided under this
Agreement by AT &T or its suppliers and located at a Site.
AT &T CPE includes any internal code required to operate
such Equipment. AT &T CPE does not include Customer
Equipment or Purchased Equipment.
"AT &T Software" means all Software other than Third -
Party Software.
"Content" means information (excluding AT &T information)
made available, displayed or transmitted (including, without
limitation, information made available by means of an HTML
"hot link ", a third party posting or similar means) in
connection with a Service, including all trademarks, service
marks and domain names contained therein, Customer and
User data, and the contents of any bulletin boards or chat
forums, and, all updates, upgrades, modifications and other
versions of any of the foregoing.
"Customer ", for purposes of all remedies and limitations of
liability set forth in this Agreement or an Attachment, means
Customer, its Affiliates, and its and their employees,
directors, officers, agents, and representatives.
"Customer Equipment" means equipment owned by
Customer. Customer Equipment includes any internal code
required to operate such Equipment.
"Damages" means collectively all injury, damage, liability,
loss, penalty, interest and expense incurred.
"Equipment" means " AT &T CPE', " Customer Equipment"
and " Purchased Equipment."
"INFORMATION" means proprietary information of either
party that is disclosed to the other party in the course of
performing or evaluating potential amendments to this
Agreement, provided such information (except for Content)
is in written or other tangible form that is clearly marked as
"proprietary" or "confidential ".
"Marks" means each party's trade names, logos,
trademarks, service marks or other indicia of origin.
"Pricing Schedule" means a pricing schedule to an
Attachment.
"Purchased Equipment" means equipment sold under this
Agreement by AT &T to Customer. Purchased Equipment
includes any internal code required to operate such
Equipment.
"Service" means a service (including Equipment) provided
under this Agreement.
"Service Component" means the individual components of a
Service that Customer orders under a Pricing Schedule.
"Service Guide" means the applicable portion of a Service
Guide that is identified and incorporated in an Attachment.
"Site" means a Customer physical location, including a
Customer co- location space on AT &T premises, where
AT &T installs or provides a Service.
"Software" means all software and associated written and
electronic documentation and data licensed by AT &T to
Customer in connection with a Service. Software does not
include software that is not furnished to Customer.
"Third -Party Software" means Software that AT &T
licenses from a third party.
"User" means anyone (including Customer Affiliates) who
uses or accesses any Service purchased by Customer under
this Agreement, but excluding unauthorized parties that,
after Customer has taken commercially reasonable steps to
prevent unauthorized access, use or access a Service
without Customer's knowledge.
2.0 CHARGES AND BILLING
2.1 Customer shall pay AT &T for Customer's and
Users' use of the Services at the rates and charges specified
in the Attachments and the Pricing Schedules, without
deduction, setoff or delay for any reason. Charges set forth
in the Attachments and the Pricing Schedules are exclusive
of any applicable taxes. At Customer's request and with
AT &T's consent (which may be withheld if AT &T
determines there would be operational impediments or an
inability to claim tax credits), Customer's Affiliates will be
invoiced separately and AT &T will accept payment from
such Affiliates; provided, however, Customer shall remain
responsible for payment if its Affiliate does not pay charges
in accordance with this Agreement. AT &T may require
Customer to tender a deposit if AT &T determines in its
reasonable judgment that Customer is not creditworthy.
2.2 Customer shall pay all taxes (excluding those on
AT &T's net income), duties, levies, shipping charges and
other similar charges (and any associated interest and
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 2 of 11
AT &T MA Reference No.
General Terms and Conditions
penalties) relating to the sale, transfer of ownership,
installation, license, use or provision of the Services, except
to the extent a valid tax exemption certificate is provided by
Customer to AT &T prior to the delivery of Services. To the
extent Customer is required to withhold or deduct non -U.S.
income taxes from payments due to AT &T, Customer shall
use reasonable commercial efforts to reduce such tax to the
maximum extent possible giving effect to the applicable Tax
Convention and shall furnish AT &T with such evidence as
may be required by U.S. taxing authorities to establish that
such tax has been paid so that AT &T may claim any
applicable credit.
2.3 Payment is due within thirty (30) days after the date
of the invoice and must refer to the invoice number.
Charges will be quoted and invoices shall be paid in the
currency specified in invoice. Restrictive endorsements or
other statements on checks accepted by AT &T will not
apply. Customer shall reimburse AT &T for all costs
associated with collecting delinquent or dishonored
payments. Where payments are overdue, AT &T may
assess interest charges at the lower of 1.5% per month (18%
per annum) or the maximum rate allowed by law.
2.4 Customer shall not be responsible for payment of
charges for AT &T Services invoiced more than six (6)
months after close of the billing month in which the charges
were incurred, except for automated or live operator assisted
calls of any type. Customer must provide written notice to
AT &T specifically identifying all disputed charges and the
reason for nonpayment within six (6) months after the date
of the affected invoice or else Customer waives the dispute.
Payment of such disputed charges will not be considered
overdue pending investigation by AT &T. Payment of any
disputed charges that are determined by AT &T to be
correct as a result of such investigation must be made within
fifteen (15) days of AT &T's notice to Customer.
3.0 RESPONSIBILITIES OF THE PARTIES;
AFFILIATES
3.1 AT &T agrees to provide Services to Customer in
accordance with this Agreement, subject to the geographic
and tchnical scope of the Services and availability of
necessary facilities, equipment and access.
3.2 Each party shall comply with all applicable laws
and regulations.
3.3 AT &T grants to Customer the right to permit Users
to access and use the Services, provided that Customer
shall remain solely responsible for such access and use.
3.4 If a Service is provided over or includes access to
the Internet, Customer and its Users shall comply with the
AUP. If Customer fails to rectify a violation of the AUP
within. five (5) days after receiving notice thereof from
AT &T, then AT &T may suspend the applicable portions of
the Service. AT &T reserves the right, however, to act
immediately and without notice to suspend or terminate
Service in response to a court order or government notice
that certain conduct must be stopped or when AT &T
reasonably determines: (i) that it may be exposed to
sanctions or prosecution; (ii) that such violation may cause
harm to or interfere with the integrity or normal operations or
security of AT &T's network or networks with which AT &T
is interconnected or interfere with another customer's use of
AT &T Services or the Internet; or (iii) that such violation
otherwise presents imminent risk of harm to AT &T or
AT &T's customers or their respective employees.
3.5 Except for IP addresses, domain names and
telephone numbers expressly registered in Customer's name,
all IP addresses, AT &T -based domain names and telephone
numbers shall remain, at all times, property of AT &T and
shall be nontransferable and Customer shall have no right to
use such IP addresses, AT &T -based domain names or
telephone numbers upon termination or expiration of the
applicable Pricing Schedule.
3.6 Customer grants AT &T access rights to the
property and premises that Customer controls. Customer
shall cooperate with AT &T's efforts to procure such access
rights for the portions of the property not under Customer's
control. Access rights include (i) the right to construct,
install, repair, maintain, replace and remove access lines and
network facilities, as well as the use of ancillary equipment
space within the building, for the connection of customer to
AT &T's network using AT &T -owned or AT &T- leased
facilities; and (ii) 24 hours a day, 7 day a week access to the
access lines and network facilities on the property.
3.7 Unless applicable local law or regulation mandates
otherwise, Customer may not resell any portion of a Service
to third parties.
3.8 Any AT &T Affiliate or Customer Affiliate may sign
an Attachment or add a Pricing Schedule to an Attachment
in its own name and such Affiliate contract will be
considered a separate, but associated, contract,
incorporating these General Terms and Conditions and the
terms of the Attachment (with the Affiliate being substituted
for AT &T or Customer, as applicable); provided, however,
that AT &T and Customer shall be responsible for their
respective Affiliates' performance pursuant to such Affiliate
contract.
4.0 USE OF INFORMATION
4.1 This Agreement shall be deemed to be AT &T and
Customer's INFORMATION. Customer's Content shall be
deemed to be Customer's INFORMATION.
4.2 Each party's INFORMATION shall, for a period of
three (3) years following its disclosure (except in the case of
Software, for an indefinite period):. (i) be held in confidence;
(ii) be used and transmitted between countries only for
purposes of performing this Agreement (including in the
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 3 of 11
AT &T MA Reference No.
General Terms and Conditions
case of AT &T, the ability to monitor and record Customer's
transmissions in order to detect fraud, check quality, and to
operate, maintain and repair the Services), using the
Services or evaluating potential amendments to this
Agreement; and (iii) not be disclosed except to the receiving
party's employees, agents and contractors having a need -
to -know (provided that such agents and contractors are not
direct competitors of the other party and agree in writing to
use and disclosure restrictions as restrictive as this Article
4), or to the extent required by law (provided that prompt
advance notice is provided to the disclosing party to the
extent practicable).
4.3 The restrictions in this Article shall not apply to
any information that: (i) is independently developed by the
receiving party; or (ii) is lawfully received by the receiving
party free of any obligation to keep it confidential; or (iii)
becomes generally available to the public other than by
breach of this Agreement.
4.4 Both parties agree to comply with privacy laws
applicable to their respective businesses. Customer shall
obtain any User consents legally required relating to
handling of User's Content. If Customer believes that, in the
course of providing Services under this Agreement, AT &T
will have access to data Customer does not want AT &T
personnel to comprehend, Customer should encrypt such
data so that it will be unintelligible.
5.0 PUBLICEFY AND MARKS
5.1 Neither party may issue any public statements or
announcements relating to this Agreement without the prior
written consent of the other party.
5.2 Each party agrees not to display or use, in
advertising ar otherwise, any of the other party's Marks
without the other party's prior written consent, provided
that such consent may be revoked at any time.
6.0 SOFTWARE
6.1 AT &T grants Customer a personal, non-
transferable and non - exclusive license (without the right to
sublicense) to use Software, in object code form, solely in
connection with the Service(s) for which the Software is
provided and solely in accordance with applicable written
and electronic documentation. Customer will refrain from
taking any steps to reverse assemble, reverse compile or
otherwise derive a source code version of the object code of
the Software. The Software shall at all times remain the sole
and exclusive property of AT &T or its suppliers.
6.2 Customer shall not copy or download AT &T
Software, except that Customer shall be permitted to make
two (2) copies of AT &T Software, one for archive and the
other for disaster recovery purposes. Any copy must
contain the same copyright notices and proprietary
markings as the original AT &T Software.
6.3 To the extent that use of Software by a User is
required for the use of a Service, Customer's Users may use
the Software licensed to Customer under this Agreement for
that purpose. Customer shall assure that Customer's Users
comply with the terms and conditions of this Article 6.
6.4 The term of the license granted hereunder shall be
coterminous with the term of the related Services.
6.5 Customer agrees to comply with the terms and
conditions that are provided with any Third -Party Software
and, in the event of a conflict, such Third -Party terms and
conditions will take precedence over this Agreement as to
such Third Party Software. AT &T will pass through to
Customer any warranties available from its Third Party
Software suppliers, to the extent that AT &T is permitted to
do so under its contracts with those suppliers.
6.6 AT &T warrants that all AT &T Software will
perform substantially in accordance with its applicable
published specifications for the term of the license that
covers the AT &T Software. If Customer returns to AT &T,
within such period, any AT &T Software that does not
comply with this warranty, then AT &T, at its option, will
either repair or replace the portion of the AT &T Software
that does not comply or refund any amount Customer
prepaid for the time periods following return of such failed
or defective AT &T Software to AT &T. This warranty will
apply only if the AT &T Software is used in accordance with
the terms of this Agreement and is not altered, modified or
tampered with by Customer or Users.
7.0 ADJUSTMENTS TO MINIMUM CONEVIITMENTS
In the event of a business downturn beyond Customer's
control, or a corporate divestiture, merger, acquisition or
significant restructuring or reorganization of Customer's
business, or network optimization using other AT &T
Services, or reduction of AT &T's rates and charges, or
force majeure events, any of which significantly impairs
Customer's ability to meet Customer's minimum
commitments, if any, AT &T will offer to adjust the affected
minimum commitments so as to reflect Customer's reduced
traffic volumes, after taking into account the effect of such a
reduction on AT &T's costs and the AT &T prices that
would otherwise be available at the revised minimum
commitment levels. If the parties reach mutual agreement on
revised minimum commitments, AT &T will amend or replace
the affected Pricing Schedules, as applicable.
Notwithstanding the foregoing, this provision shall not
apply to a change resulting from a decision by Customer to
transfer portions of Customer's traffic or projected growth
to service providers other than AT &T. Customer must give
AT &T written notice of the conditions Customer believes
will require the application of this provision. This provision
does not constitute a waiver of any charges, including, but
not limited to, monthly recurring charges and shortfall
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 4 of 11
AT &T MA Reference No.
General Terms and Conditions
charges, incurred by Customer prior to amendment or
replacement of the affected Pricing Schedules.
8.0 FORCE MAJEURE
Neither AT &T nor Customer shall be liable for any delay,
failure in performance, loss or damage due to fire, explosion,
power blackout, earthquake, flood, the elements, strike,
embargo, labor disputes, acts of civil or military authority,
war, terrorism, acts of God, acts of the public enemy, acts or
omissions of carriers o• suppliers, acts of regulatory or
governmental agencies, or other causes beyond such
party's reasonable control, whether or not similar to the
foregoing.
9.0 LIMITATIONS OF LIABILITY
9.1 EITHER PARTY'S ENTIRE LIABILITY AND THE
OTHER PARTY'S EXCLUSIVE REMEDIES FOR ANY
CLAIMS ARISING IN CONNECTION WITH ANY SERVICE
OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE:
(i) FOR BODILY INJURY OR DEATH TO ANY
PERSON, OR REAL OR TANGIBLE PROPERTY DAMAGE,
NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES
ARISING FROM THE WILLFUL MISCONDUCT OF A
PARTY OR ANY BREACH OF ARTICLES 4 (Use of
Information) OR 5 (Publicity and Marks), THE OTHER
PARTY'S RIGHT TO PROVEN DIRECT DAMAGES;
(ii) FOR DEFECTS OR FAILURES OF SOFTWARE,
THE REMEDIES SET FORTH IN ARTICLE 6 (Software);
(iii) FOR INTELLECTUAL PROPERTY
INFRINGEMENT, THE REMEDIES SET FORTH IN
ARTICLE 11 (Further Responsibilities);
(iv) FOR DAMAGES OTHER THAN THOSE SET
FORTH ABOVE AND NOT EXCLUDED UNDER THIS
AGREEMENT, EACH PARTY'S LIABILITY SHALL BE
LIMITED TO PROVEN DIRECT DAMAGES NOT TO
EXCEED PER CLAIM (OR IN THE AGGREGATE DURING
ANY TWELVE (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 DAMAGE
OCCURRED. THIS SHALL NOT LIMIT CUSTOMER'S
RESPONSIBILITY FOR THE PAYMENT OF ALL
PROPERLY DUE CHARGES UNDER THIS AGREEMENT.
(v) THE LIMITATIONS IN THIS SECTION 9.1 ARE
NOT INTENDED TO PRECLUDE A PARTY FROM
SEEKING INJUNCTIVE RELIEF FROM A COURT OF
COMPETENT JURISDICTION IN THE EVENT OF A
VIOLATION BY THE OTHER PARTY OF ARTICLE 4 (Use
of Information) OR ARTICLE 5 (Publicity and Marks) OR
CUSTOMER'S VIOLATION OF ARTICLE 6 (Software).
9.2 EXCEPT FOR THE PARTIES' ARTICLE 11 (Further
Responsibilities) OBLIGATIONS, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE
OR SPECIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS,
ADVANTAGE, SAVINGS OR REVENUES CF ANY KIND
OR INCREASED COST OF OPERATIONS.
9.3 AT &T SHALL NOT BE LIABLE FOR ANY
DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABILITY, ACCESS OR INTERCONNECTION
OF THE SERVICES WITH APPLICATIONS, EQUIPMENT,
SERVICES, CONTENT OR NETWORKS PROVIDED BY
CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS,
SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT
FOR CREDITS FOR SUCH SERVICE DEFECTS, SERVICE
LEVELS, DELAYS OR INTERRUPTIONS EXPLICITLY SET
FORTH IN AN ATTACHMENT, PRICING SCHEDULE OR
SERVICE GUIDE) OR LOST OR ALTERED MESSAGES OR
TRANSMISSIONS; OR, UNAUTHORIZED ACCESS TO OR
THEFT, ALTERATION, LOSS OR DESTRUCTION OF
CUSTOMER'S, USERS' OR THIRD PARTIES'
APPLICATIONS, CONTENT, DATA, PROGRAMS,
INFORMATION, NETWORK OR SYSTEMS.
9.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, AT &T MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON - INFRINGEMENT
OR ANY REPRESENTATION OR WARRANTY ARISING
BY USAGE OF TRADE, COURSE OF DEALING OR
COURSE OF PERFORMANCE.
9.5 AT &T DOES NOT GUARANTEE NETWORK
SECURITY, THE ENCRYPTION EMPLOYED BY ANY
SERVICE, THE INTEGRITY OF ANY DATA THAT IS
SENT, BACKED UP, STORED OR SUBJECT TO LOAD
BALANCING, OR THAT AT &T'S SECURITY
PROCEDURES WILL PREVENT THE LOSS OF,
ALTERATION OF, OR IMPROPER ACCESS TO,
CUSTOMER DATA AND INFORMATION.
9.6 THE LIMITATIONS OF LIABILITY SET FORTH
IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE; AND (ii)
WHETHER OR NOT DAMAGES WERE FORESEEABLE.
9.7 THESE LIMITATIONS OF LIABILITY SET OUT
IN THIS ARTICLE 9 SHALL SURVIVE FAILURE OF ANY
EXCLUSIVE REMEDIES PROVIDED IN THIS
AGREEMENT.
10.0 TERMINATION
10.1 If a party fails to perform or observe any material
term or condition of this Agreement and the failure
continues unremedied for thirty (30) days after receipt of
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 5 of 11
AT &T MA Reference No.
General Terms and Conditions
written notice, the other party may terminate or suspend for
cause any Service Components affected by the breach.
10.2 A Service may be terminated immediately upon
written notice (a) by either party if the other party (i)
becomes insolvent or involved in a liquidation or
termination of its business, files a bankruptcy petition, has
an involuntary bankruptcy petition filed against it (if not
dismissed within thirty (30) days of filing), becomes
adjudicated bankrupt, or becomes involved in an
assignment for the benefit of its creditors; (ii) has violated
the provisions of Article 5 (Publicity and Marks) or (iii) has
materially breached any provision of Article 4 (Use of
Information), or (b) by AT &T due to a material breach by
Customer of any provision of Article 6 (Software).
10.3 AT &T may amend an applicable tariff or Service
Guide from time to time consistent with this Agreement,
provided, however, that if AT &T revises an applicable tariff
or Service Guide in a manner that is material and adverse to
Customer and AT &T does not effect revisions that remedy
such adverse and material effect within thirty (30) days after
receipt of written notice from Customer, then Customer may,
as its sole remedy, elect to terminate the affected Service
Components on thirty (30) days' written notice, given not
later than ninety (90) days after Customer first learns of the
revision to the applicable tariff or Service Guide. However, a
revision to a tariff or Service Guide shall not be considered
material and adverse to Customer if: (i) it affects only
Services or Service Components not in substantial use by
Customer at the time of the revision; or (ii) it changes rates
or charges that are not fixed (stabilized) in an Attachment or
Pricing Schedule.
10.4 Unless applicable local law or regulation mandates
otherwise, AT &T may discontinue providing a Service to
customers upon twelve (12) months written notice, or a
Service Component upon one hundred and twenty (120)
days written notice, unless a different written notice period
is provided in the applicable Pricing Schedule.
10.5 Termination Charges, if any, shall be as specified in
an Attachment, in the event that AT &T terminates under
Section 10.1 or 10.2, or Customer terminates for
convenience.
10.6 Termination by either party of a Service does not
waive any other rights or remedies it may have under this
Agreement. Termination or suspension of a Service shall
not affect the rights and obligations of the parties regarding
any other Service.
11.0 FURTHER RESPONSIBILITTES
11.1 AT &T agrees to defend or settle any claim against
Customer and to pay all Damages that a court may award
against Customer, in any suit that alleges a Service infringes
any patent, trademark, copyright or trade secret, except
where the claim or suit arises out of or results from:
Customer's or User's Content; modifications to the Service
or combinations of the Service with non -AT &T services or
products, by Customer or others; AT &T's adherence to
Customer's written requirements; or, use of the Service in
violation of this Agreement. Customer agrees to defend or
settle any claim against AT &T and to pay all Damages that
a court may award against AT &T in any suit that alleges a
Service infringes any patent, trademark, copyright or trade
secret, due to any of the exceptions in the preceding
sentence.
11.2 Whenever AT &T is responsible under Section
11. 1, AT &T may at its option either procure the right for
Customer to continue using, or may replace or modify the
alleged infringing Service so that the Service becomes non-
infringing, but if those alternatives are not reasonably
achievable, AT &T may terminate the affected Service
without liability other than as stated in Section 11.1.
11.3 AT &T's obligations and indemnities under this
Agreement run exclusively to Customer and are not
intended to extend to third parties that may use or be
affected by Customer's use of the Services. Where
Customer authorizes or permits third parties to utilize the
Services, it is Customer's responsibility to limit its liability to
such parties, and, therefore, except to the extent AT &T is
obligated to indemnify Customer under this Article 11,
Customer agrees to defend or settle any claim against
AT &T by such parties and to pay all Damages that a court
may award against AT &T in any suit brought by such
parties.
11.4 The indemnified party under this Article 11: (i)
must notify the other party in writing promptly upon
learning of any claim or suit for which indemnification may
be sought, provided that failure to do so shall have no effect
except to the extent the other party is prejudiced thereby; (ii)
shall have the right to participate in such defense or
settlement with its own counsel and at its sole expense, but
the other party shall have control of the defense or
settlement; and (iii) shall reasonably cooperate with the
defense.
12.0 EQUIPMENT
12.1 AT &T shall retain all right, title or interest n
AT &T CPE and no ownership rights in AT &T CPE shall
transfer to Customer. 'Customer shall provide a suitable and
secure environment free from environmental hazards and
electric power for AT &T CPE and shall keep the AT &T CPE
free from all liens, charges, and encumbrances. Customer
shall bear the risk of loss of or damage to AT &T CPE
(ordinary wear and tear excepted) from any cause except to
the extent caused by AT &T or its suppliers. AT &T CPE
shall not be removed, relocated, modified, interfered with, or
attached to non -AT &T equipment by Customer without
prior written authorization from AT &T.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 6 of 11
AT &T MA Reference No.
General Terms and Conditions
12.2 Title to and risk of loss of Purchased Equipment
will pass to Customer as of delivery, upon which date
AT &T will have no further obligations of any kind with
respect to that Purchased Equipment, except as set forth in
an applicable Attachment, Pricing Schedule or Service
Guide. If Customer does not accept the Equipment, the
Equipment should be returned to the manufacturer. AT &T
will obtain from the manufacturer and forward to Customer a
Return Material Authorization. AT &T retains a purchase
money security interest in each item of Purchased
Equipment until Customer pays for it in full; Customer
appoints AT &T as Customer's agent to sign and file a
financing statement to perfect AT &T's security interest.
12.3 All Purchased Equipment provided under this
Agreement is provided on an "AS IS" basis, except that
AT &T will pass through to Customer any warranties
available from its Purchased Equipment suppliers, to the
extent that AT &T is permitted to do so under its contracts
with those suppliers.
12.4 All ownership interest in a party's facilities and
associated Equipment used in connection with the Services
shall at all times remain with that party. If any Customer
Equipment is used to provide the Service, Customer grants
AT &T a non - transferable and non - exclusive license to use
such Customer Equipment in the manner necessary to
provide the Service.
13.0 IMPORT/EXPORT CONTROL
13.1 The parties acknowledge that equipment, products,
Software, and technical information (including, but not
limited to, technical assistance and training) provided under
this Agreement may be subject to import or export laws,
conventions or regulations, and any use or transfer of the
equipment, products, Software, and technical information
must be in compliance with all such laws, conventions and
regulations. The parties will not use, distribute, transfer, or
transmit the equipment, products, Software, or technical
information (even if incorporated into other products) except
in compliance with such laws, conventions and regulations.
If requested by either party, the other party agrees to sign
written assurances and other documents as may be required
to comply with such laws, conventions and regulations.
13.2 In the event any necessary import or export license
cannot be obtained within six (6) months after making an
application, neither party shall have further obligations with
respect to providing or purchasing and, if applicable,
Customer shall return the equipment, products, Software, or
technical information that is the subject matter of the
unsuccessful application.
14.0 INTELLECTUAL PROPERTY RIGHTS
All intellectual property in all Services shall be the sole and
exclusive property of AT &T or its suppliers.
15. GENERAL PROVISIONS
15.1 Any supplement to or modification or waiver of
any provision of this Agreement must be in writing and
signed by authorized representatives of both parties. A
waiver by either party of any breach of this Agreement shall
not operate as a waiver of any other breach of this
Agreement.
15.2 This Agreement may not be assigned by either
party without the prior written consent of the other, except
that either party may, without the other party's consent,
assign in whole or in relevant part this Agreement or any
Attachment to a present or future Affiliate or successor,
provided that any such assignment shall be contingent
upon the assignor remaining responsible for the
performance of its assignee and AT &T determining
Customer's assignee(s) to be creditworthy and in
compliance with any eligibility criteria for the Services.
AT &T may subcontract work to be performed under this
Agreement, but shall retain responsibility for all such work.
In countries in which AT &T does not have an Affiliate to
provide Service, AT &T may assign its rights and
obligations related to a Service provided in such a country
to the local service provider; provided however, that AT &T
shall be responsible to Customer for such obligations. In
some such countries, Customer may be required to contract
directly with the local service provider.
15.3 If any portion of this Agreement is found to be
invalid or unenforceable or if, notwithstanding Section 15.6,
applicable law mandates a different interpretation or result,
the remaining provisions shall remain in effect and the
parties shall negotiate in good faith to substitute for such
invalid, illegal, or unenforceable provision a mutually
acceptable provision consistent with the original intention
of the parties.
15.4 Any legal action arising in connection with this
Agreement must begin within two (2) years after the cause
of action arises.
15.5 Any required notices under this Agreement shall
be in writing and shall be deemed validly delivered if sent by
hand (in which case delivery will be deemed to have been
effected immediately), or by overnight mail (in which case
delivery will be deemed to have been effected one (1)
business day from the date of mailing), or by first class pre-
paid post (in which case delivery will be deemed to have
been effected five (5) days from the date of posting), or by
facsimile or electronic transmission (in which 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 such other office or recipient as designated in
writing from time to time.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 7 of 11
AT &T MA Reference No.
General Terms and Conditions
15.6 Unless local law would require otherwise, the
construction, interpretation and performance of this
Agreement shall be governed by the substantive law of the
State of New York, excluding its choice of law rules, and
applicable laws and regulations of the United States of
America. The United Nations Convention on Contracts for
International Sale of Goods shall not apply. The parties
consent to the exclusive jurisdiction of the courts located in
New York City, USA.
15.7 This Agreement does not provide any third party
(including Users) with any remedy, claim, liability,
reimbursement, cause of action or other right or privilege.
15.8 The respective obligations of Customer and
AT &T, which by their nature would continue beyond the
termination or expiration of any Attachment, Pricing
Schedule or this Agreement, including, without limitation,
the obligations regarding Use of Information, Publicity and
Marks, Further Responsibilities and Limitations of Liability,
shall survive termination or expiration.
15.9 The authentic language of this Agreement
is English. In the event of a conflict between this
Agreement and any translation, the English version will take
precedence.
15.10 THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SERVICES. THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS, PROPOSALS,
REPRESENTATIONS, STATEMENTS OR
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL
CONCERNING THE SERVICES, OR THE RIGHTS AND
OBLIGATIONS RELATING TO THE SERVICES. THIS
AGREEMENT SHALL NOT BE MODIFIED, OR
SUPPLEMENTED BY ANY WRITTEN OR ORAL
STATEMENTS, PROPOSALS, REPRESENTATIONS,
ADVERTISEMENTS, SERVICE DESCRIPTIONS OR
CUSTOMER'S PURCHASE ORDER FORMS NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT, A
PRICING SCHEDULE OR AN ATTACHMENT.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 8 of 11
AT &T MA Reference No.
AT &T Comprehensive Service Order Attachment
Customer Entity " Customer"
AT &T Entity "AT &T"
City of South Miami
AT &T Corp.
Customer Address
AT &T Address
6130 Sunset Dr.
One AT &T Way
South Miami, FL
Bedminster, New Jersey 07921 -0752
33143
Customer Contact
AT &T Contact
Name: Gramaf Reyes
AT &T Internet Services Contract Management
Title:
FAX Number: 800 - 235 -7527
Telephone: 305 663 -6320
Email: mast @att.com
Fax:
Email: Greyes @cityofsouthmiami.net
The Comprehensive Service Order Attachment attached hereto is a part of the Agreement between AT &T and Customer
referenced above.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 9 of 11
Comprehensive Service Order Attachment. For AT &T Administrative Use Only
Master Agreement No.
AT &T Comprehensive Service Order Attachment
1. THE SERVICE; DEFINITIONS
1.1 Services
A. AT &T will provide the Services to Customer under this
Attachment that are identified in the applicable Pricing
Schedules.
B. The pricing, service descriptions and other provisions
relating to the Services will be as set forth in: (i) this
Attachment (including, the Pricing Schedules and any
Addenda to this Attachment); (ii) the Agreement's General
Terms and Conditions; and (ii) the appropriate section of
the Service Guide or the Applicable Tariffs.
C. This Attachment shall remain in effect until no Service
Component provided under this Attachment remains in
service.
1.2 Definitions
Capitalized terms used but not defined in this Attachment
are defined elsewhere in the Agreement.
"Applicable Tariffs" consist of the standard AT &T service
descriptions, pricing and other provisions filed by AT &T or
any of its Affiliates with the appropriate regulatory
commission having jurisdiction respecting a Service, as
revised from time to time. In the event an Applicable Tariff
is withdrawn by AT &T or tariffing is no longer permitted or
required by the appropriate regulatory commission,
references to the Applicable Tariff shall be deemed to refer
to the corresponding applicable provisions of the Service
Guide.
" Effective Date" of a Pricing Schedule is the date on which
the last party signs this Attachment or, for a subsequently
added Pricing Schedule, the date on which the last party
signs the Pricing Schedule. If the rules of a regulatory
authority having jurisdiction respecting a Service would
require a later date, the Effective Date of the applicable
Pricing Schedule shall be in accordance with such rules.
"MARC (Minimum Annual Revenue Commitment)" means
an annual revenue commitment set forth in an applicable
Pricing Schedule that Customer agrees to satisfy during a
Pricing Schedule Term.
"MARC- Eligible Charges" means, unless the applicable
Pricing Schedule indicates otherwise, the recurring and
usage charges, after applicable discounts and credits,
incurred by Customer for the Services identified in the
applicable Pricing Schedule as MARC- contributing.
Notwithstanding anything set forth in a Pricing Schedule,
the following charges shall not be deemed MARC Eligible
Charges: (a) charges for or in connection with Purchased
Equipment; (b) charges for outsourcing services; (c) taxes,
and (d) charges imposed in connection with governmentally
imposed costs or fees (such as USF, PICC, payphone
service provider compensation, E911 and deaf relay
charges).
"Pricing Schedule" means a pricing schedule to this
Attachment.
" Pricing Schedule Term " is the period of time stated in the
applicable Pricing Schedule.
"Service" means collectively all of the Service Components
Customer orders under a Pricing Schedule.
" Service Guide" means the standard AT &T service
descriptions, pricing and other provisions, as revised by
AT &T from time to time, relating to Services offered under
this Attachment (if there is no Applicable Tariff). The
Service Guide is located at
http: / /www.serviceguide.att.com /ABS /ext or
http : / /www.att.com /abs /serviceguide or such other AT &T
designated location.
"Termination Charges" means the charges identified in
Sections 2.3 and 2.4 below, payable by Customer in certain
termination circumstances.
Y 1 ►III►: -__ W1
2.1 If a Service or a Service Component is terminated,
Customer must pay all charges incurred as of the effective
date of termination.
2.2. If Customer terminates a Service or a Service
Component for material breach, Customer shall not be liable
for any Termination Charges.
2.3 If Customer terminates a Service Component other than
as set out under Section 2.2 above or AT &T terminates a
Service or a Service Component for material breach,
Customer must pay: (i) any credits, waived charges or
unpaid amortized charges if the Service Component is
terminated prior to the end of an applicable minimum
retention period (specified in the Pricing Schedule, the
Service Guide or the Applicable Tariffs); (ii) the applicable
amount of recurring charges for the terminated Service
Component multiplied by the number of months remaining in
an applicable minimum payment period (specified n the
Pricing Schedule, the Service Guide or the Applicable
Tariffs); and (iii) any access facilities cancellation charges
and other third -party charges incurred by AT &T due to the
termination. The charges set forth in (i) and (ii) above will
not apply if a terminated Service Component is replaced with
an upgraded like Service Component at the same Site(s),
provided the applicable minimum period and associated
charge for the replacement Service Component are each
equal to or greater than the applicable period and charge for
the terminated Service Component.
2.4 In the event of a termination of a Pricing Schedule either
by Customer other than as set out in Section 2.2 above or by
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL
Page 10 of 11
Comprehensive Service Order Attachment. For AT &T Administrative Use Only
Master Agreement No.
AT &T Comprehensive Service Order Attachment
AT &T for material breach, Customer must pay: (i) a
Termination Charge equal to 50% of the unsatisfied MARC
for the year of the Pricing Schedule Term in which the
Pricing Schedule is terminated plus 50% of the MARC for
each year remaining in the Pricing Schedule Term; and
(ii) the amounts set forth in Section 2.3, above.
3. AIINIIVIUM CONIlVIITMENTS /CHARGES
If, on any anniversary of a Pricing Schedule Term start date,
the Customer has failed to satisfy the MARC for the
preceding 12 month period, the Customer will be billed a
shortfall charge in an amount equal to the difference
between the MARC and the total of the applicable MARC-
Eligible Charges incurred during the 12 month period. In
such a case, Customer shall not be entitled to receive
promotional, compliance or other credits until Customer
pays the shortfall charge.
ClfliCy�l0e]
4.1 Pricing Schedule
Unless otherwise stated in a Pricing Schedule, the rates and
charges stated in the Pricing Schedule are stabilized until the
end of the Pricing Schedule Term and apply in lieu of the
corresponding rates and charges set forth in the Service
Guide or the Applicable Tariffs. Pricing for any Service
Components that are not listed in a Pricing Schedule will be
as described in the Service Guide or the Applicable Tariffs
or as agreed on an individual case basis. Unless otherwise
stated in a Pricing Schedule, after the end of the Pricing
Schedule Term AT &T may modify the rates, charges, terms
and conditions applicable to the Service covered by such
Pricing Schedule on thirty (3 0) days' prior notice.
4.2 Discounts
The discounts set forth or referenced in a Pricing Schedule
are the only discounts applicable to the Services and will be
applied to the applicable rates and charges in the manner
and to the extent specified in the applicable sections of the
Service Guide or the Applicable Tariffs.
4.3 Promotions /Credits/Waivers
Customer is eligible only for promotions, credits or waivers
identified in the applicable Pricing Schedule. " Unless
otherwise stated in the applicable Pricing Schedule, any
additional promotions, credits or waivers set out in the
Service Guide or an Applicable Tariff will not apply.
4.4 Charges
Regardless of any stabilization of rates or charges that may
appear in this Attachment or in a Pricing Schedule, AT &T
reserves the right to increase charges as a result of (i)
expenses incurred by AT &T reasonably relating to
regulatory assessments stemming from an order, rule or
regulation of the Federal Communications Commission or
other regulatory authority or court having competent
jurisdiction (including but not limited to payphone, PICC
and USF related expenses and E911 and deaf relay charges);
or (ii) in the case of local exchange Services and voice over
Internet protocol applications and Services, the price or
availability of network elements used in the provision of the
Services, amounts other carriers are required to pay to
AT &T or the amount AT &T is required to pay to other
carriers in connection with the provision of the Services to
Customer under an applicable Pricing Schedule.
5. COMMISSION JURISDICTION
If a Pricing Schedule is subject to the jurisdiction of a
regulatory commission, each such Pricing Schedule will be
subject to changes or modifications as the controlling
commission may direct from time to time in the exercise of its
jurisdiction. Therefore, for this purpose, each such Pricing
Schedule will be deemed to be a separate agreement with
respect to the Services offered in a particular jurisdiction.
6. ELIGIBILITY /OTHER REQUIREMENTS
If a Pricing Schedule providing regulated
telecommunications services that are subject to the
jurisdiction of a United - States -based regulatory authority is
available to other potential purchasers of the service, it will
be available to such purchasers who execute an identical
Pricing Schedule only once, either by the purchaser or any
Affiliate of the purchasing entity.
MA VER XI AND CSOA.DOC
09/23/06 -a
AT &T AND CUSTOMER CONFIDENTIAL.
Page 11 of 11
AT &T MA Reference No.
aw AT &T PS Reference No.
AT &T Managed Internet Service
Pricing Schedule
CSM080121115551
Customer Entity(" Customer')
AT &T Entity ("AT&T")
AT &T Sales Contact Name
❑ Primary Contact
City of South Miami
AT &T Corp.
MIRIAM BUONOMO
Customer Address
AT &T Corp. Address and Contact
AT &T Sales Contact Information
6130 Sunset Dr.
One AT &T Way
7300 NW 19TH STREET BLDG 8
Bedminster, NJ 07921 -0752
MIAMI, FL 33126
South Miami, FL
Telephone: 3055697325
33143
Attn:
Fax: 305 - 569 -7325
Email: mast .att.com
Email: mb0481 @asemaii.att.com
Fax: 908 - 325 -0222
Branch Manager: Esperanza Diaz -Bello .
Sales Strata: Solutions Public
Sales Region: Southeastern
Customer Contact
AT &T Address and Contact (if
AT &T Authorized Agent Information
signing entity other than AT &T
(if applicable) ❑ Primary Contact
Corp.)
Name: Gramaf Reyes
Name:
Title:
Company Name:
Telephone: 305 663 -6320
Fax:
Email: Greyes @cityofsouthmiami.net
CUSTOMER Account Number or Master
Telephone:
Account Number:
Fax:
Email:
Agent Code:
This Pricing Schedule is part of the Agreement between AT &T and Customer referenced above.
AGREED:
Customer
By:
(Authorized Agent or Representative)
AGREED:
AT &T
By:
(Authorized Agent or Representative)
(Typed or Printed Name) (Typed or Printed Name)
(Title)
(Title)
(Date) (Date)
v.1.25.07 ps_mis t1_no security_svcs_20060528.rtf (standard)
CSM080121115551
AT &T AND CUSTOMER CONFIDENTIAL
Page 1 of 5
AT &T Managed Internet Service — Pricing Schedule
1. SERVICES
• AT &T Managed Internet Service
• AT &T Private Network Transport (PNT) Service is an option
of MIS and can be ordered as an MPLS PNT feature under
Section I, Tables 13 and 14.
• AT &T's Acceptable Use Policy is located at
hfti): / /www.aft.com /aup or such other AT&T-designated
location.
2. PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule
Term Start Date
Term
Service Fees
36 Months
Effective Date of this Pricing
Applicable to
Schedule or the date that the initial
Service Component is enabled for
Customer use, whichever is later
Effective Date of Effective Date of this Pricing
Rates and Discounts I Schedule
v.1.25.07 ps_ mis _t1_no_security_svcs_20060528.rtf (standard)
or
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
3. MINIMUM PAYMENT PERIOD
Portion of Monthly
Service
Minimum .
Service Fees
Components
Payment Period
Applicable to
Minimum Payment
Period
50%
All Service
Until end of
Components
Pricing Schedule
Term, but not
less than 12
months per
component
AT&T AND CUSTOMER CONFIDENTIAL
Page 2 of.5
CSM080121116551
AT&T Managed Internet Service — Pricing Schedule
4. RATES (US Mainland, HI and Alaskat only)
T Service in Alaska requires a separate AT &T Addendum for
Service in Alaska. The rates stated in this Pricing Schedule apply
to Service locations and /or Service Components in Alaska only
in the event that a Service Component and /or Service location is
not listed in the Addendum for Service in Alaska. In the event of
the conflict between this Pricing Schedule and the Addendum for
Service in Alaska, the Addendum for Service in Alaska controls.
NOTE 1: MIS w/ Managed Router Option 2 available only as
described in the Service Guide.
NOTE 2: If Customers orders the MPLS PNT feature under
Section I, Tables 13 and 14 as part of the MIS service, Customer
will be billed for PNT transport and uplifts and all applicable
taxes will be stated on the Customer's invoice.
NOTE 3: The charges for the Class of Service (CoS) feature set
forth in Section I, Table 9 and 10 are waived for Sites at which
Customer also maintains AT &T Business Voice over IP (VoIP)
Service.
( *) = not available with MPLS PNT
ICB = available only on an Individual Case Basis.
N/A = Not Available
v.1.25.07 ps_ mis_ t1_no_security_svcs_20060528.rtf (standard)
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
Section I: AT&T Managed Internet Service
Access Bandwidth -
Table 1: Tiered T-11, NxT -1, &1 And Frame
Access
Speed
MIS
MIS w/
MIS w/
Discount
Method
Monthly
Manage
Managed
Service
d Router
Router
Fee List
Monthly .
Option 2
Price
Service
Monthly
Fee
Service
List
Fee
Price
List Price
N/A
56/64
190
260
N/A
N/A
Kbps
T -1
128
225
295
285
N/A
Kbps
T -1
256
280
350
$340
N/A
Kbps
T -1
384
335
05
395
N/A
Kbps
T -1
512
390
60
50
N/A
Kbps
T -1
768
$410
$480
70
N/A
Kbps
T -1 —
1024
$425
95
85
N/A
Frame*
Kbps
T -1
T -1
70
540
$530
40.0%
&1*
&1
$470
540
N/A
N/A
2xT -1
3
$850
$1,145
N/A
N/A
Mbps
3xT -1
4.5
$1,100
1,395
N/A
N/A
Mbps
4xT -1
6
$1,250
$1,545
N/A
N/A
Mbps
5xT -1
7.5
$1,480
$2,360
N/A
N/A
Mbps
6xT -1
9
$1,715
$2,595
N/A
N/A
Mbps
7xT -1
10.5
1,915
$2,795
N/A
N/A
Mbps
8xT -1
12
2,190
3,070
N/A
N/A
Mbps
v.2.3.05
AT&T AND CUSTOMER CONFIDENTIAL
Page 3 of 5
CSM080121116651
AT &T Managed Internet Service — Pricing Schedule
Table 2: Burstable T -1
Discount:: NIA
Sustained
Undiscounted
Undiscounted
Undiscounted
Usage
MIS Monthly
MIS w /Managed
MIS w /Managed
Additional Secondary DNS (available in
Service Fee
Router Monthly
Router Option 2
of 150 Kilobytes of zone file data)
Service Fee
Monthly Service
Service Component
1,000
Service Only
Fee
up to 128kbps
$270
340
330
128.01-256
340
$410
00
Kbps
00
Kbps
Backbone Node
256.01-384
05
75
$465
Kbps
additional charges via
384.01-512
384.01-512
$470
$540
$530
Kbps
512.01 Kbps -
635
625
512.01 Kbps -
565
$635
$625
1.544 Mbps
Customer Routers)
v.c.s.uo
Table 3: DNS Services
Option
Monthly Service Fee
Additional Primary DNS (available in
100 per DNS
increments of up to 15 zones with a maximum
increment
of 150 Kilobytes of zone file data)
Service Fee
Additional Secondary DNS (available in
$100 per DNS
increments of up to 15 zones with a maximum
increment
of 150 Kilobytes of zone file data)
VXIMI.u4
Table 4: Multiple Access Redundancy Option
(MARO) - Burstable T-1 with Shadow Billing Option
Discount: N/A
Sustained Usage
MIS w /Managed Router
MIS w /Managed Router
List Price
Undiscounted Monthly
Option 2 Undiscounted
MIS w/
Service Fee
Monthly Service Fee
Up to 56 Kbps
170
T1 60
For MARO
Customer Routers)
Redundant Link
Service Component
1,000
Service Only
CPE Redundant
T -1: 120
(Shadow Billing)
Configuration Option
$1,000
up to 128kbps
340
330
128.01-256
10
00
Kbps
Backbone Node
500 per T -1
256.01-384
$475
$465
Kbps
additional charges via
384.01-512
540
530
Kbps
Redundant Link
512.01 Kbps -
635
625
1.544 Mbps
Balancers (2)
V.Z.Zu.uo
v.1.25.07 ps_ mis _t1_no_security_svcs_20060528.rtf (standard)
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
Table 5: MARO Features - Monthly Service Fees
Option
Monthly Service
Service Component
List Price
Fee
Discount
MIS w/
List Price
MARO - Outbound
Alternate Backbone
T -1: 500
N/A
Node Option -
additional charges via
Private Line, per
Customer Routers)
NxT1:
$500 per T -1
Service Component
1,000
$1,000
CPE Redundant
T -1: 120
N/A
Configuration Option
$1,000
NxT -1: 350
- Per Service
Component
$2,500
5
Backbone Node
500 per T -1
N/A
Redundancy Option -
Redundant Link
Mbps & 6.0
additional charges via
Private Line, per
Redundant Link
Outbound Load
T1 & NXT 1: 350
N/A
Balancers (2)
(Dual Managed
Customer Routers)
v.19.4.vo
Table 6: MARO Features - Installation Fees (ICB Only)
Discount: 0.0 %
Option
Undiscounted Installation Fee
Undiscounted
List Price
MIS, MIS w /Managed Router, & MIS w/
MIS w/
Managed Router Option 2
MARO - Outbound
$1000
Load Balancers (2)
Router Option 2
(Dual Managed
Customer Routers)
v.Z.o.ua
Table 7: MIS Tele— Installation
niscnunt- 1nn_n o/.
MIS Speed
Undiscount
Undiscounted
Undiscounted MIS
ed MIS
MIS w/
wl Managed
Managed
Router Option 2
Router
56 Kbps
1,000
$1,000
$1,000
128 Kbps-
1,000
$1,000
$1,000
1.5 Mops
NxT -1 (3.0
$2,500
5
$2,500
Mbps, 4.5
Mbps & 6.0
Mbps)
V.Z.3.ub
AT &T AND CUSTOMER CONFIDENTIAL
Page 4 of 5
CSM080121115551
AT &T Managed Internet Service — Pricing Schedule
Table 8: On -Site Installation
Discount: 0.0 %
MIS Speed
Undiscounted MIS
Undiscounted MIS w/
$225
w/ Managed
Managed
256 Kbpst
Router Only
Router Option 2 Only
56 Kbps
$999
999
128 Kbps - 1.5
$225
1024 Kbps*
Mbps
$999
$999
NxT -1 (3.0
225
3xT -1 (4.5 Mbps)
Mbps - 6.0
4xT -1 (6 Mbps)
225
Mbps)
$999
$999
V.C.7 U.U0
Table 9: Class Of Service Option - Tiered T-1 and Burstable Service -
Monthly Service Fees
Discount: NIA
Speed
Class of Service Monthly Fee- List Price (w/ o
w /out Managed Router, including Managed
Router Option 2, except as indicated)
56 Kbpst
$225
128 Kbpst
$225
256 Kbpst
225
384 Kbpst
225
512 Kbpst
$225
768 Kbps
$225
1024 Kbps*
$225
1.5 Mbps
$225
2xT -1 (3 Mbps)
225
3xT -1 (4.5 Mbps)
225
4xT -1 (6 Mbps)
225
5xT -1 (7.5 Mbps)
225
6xT -1 (9 Mbps)
225
LT-1 (10.5 Mbps)
225
8xT -1 (12 Mbps)
$225
(T) no real -ume class avauame
v.6.1.06
Table 10: Class Of Service Option - Installation Fees
Discount: N/A
Class of Service Undiscounted $1,000
Installation Fee
v.2.3.05
Table 11: MIS +NCS Option (ICB Only)
Discount: N/A
Feature
Undiscounted Monthly Service Fee
Undiscounted Monthly
MIS Only
MIS + NCS Site
$2,500
License Fee (3 yr)
$1,200
MIS + NCS Site
License Fee (5 yr)
$1,050
MIS + NCS Tier 1
T-1 (1.54
Support
$100
V.u4.zv.VL
For AT &T Administrative Use Only
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
Table 12: MIS + NCS
Installation Fees (ICB Only)
Discount: 0.0 %
Feature
Undiscounted Installation Fee
Undiscounted Monthly
List Price MIS
MIS + NCS Site
$2,500
Preparation Fee
V.L.3.u0
Table 13: MPLS PNT Feature
Discount: - NIA
Access Method
Speed
Undiscounted Monthly
Additional 500 per location
(outside standard operating
Service Fee MIS, MIS
hours - 8:00 a.m. to 5:00 p.m.
w /Managed Router, and
MIS w/ Managed Router
T-1 (1.54
Option 2
Private Line
Mbps)
Fractional T -1
Fractional T -1
$200
(56K - 768K) **
(56K - 768K)**
$200
Private Line
Private Line
NxT -1
NxT -1
(2 through 8)
(3 Mbps -12
Mbps)
$200
Private Line T1
T -1 (1.54 Mbps)
$200
_ t iuc4n not avanarne wan mrt.a rim i I
v.9/28/05
Table 14: MPLS PNT UniLink Feature
Discount: N/A
Access Method
Speed
Undiscounted Monthly
Additional 500 per location
(outside standard operating
Service Fee MIS PNT, and
hours - 8:00 a.m. to 5:00 p.m.
MIS PNT with Managed
Router
T-1 (1.54
Mbps)
Private Line T -1
Burstable T1
$200
VM4.10.ub
Table 15: MultiCast Monthly Service Fee
N/A
MultiCast Monthly Service Fee ICB
Table 16: MultiCast Installation
N/A
MultiCast Installation Fee ICB
Section 11: Additional Service Fees
Moving Fee(during hours)
$1,000 per location
Additional Moving Fee
Additional 500 per location
(outside standard operating
hours - 8:00 a.m. to 5:00 p.m.
Monday through Friday)
v.0 / /u7 /u4
v.1.25.07 ps_ mis- ti_no_security- svcs_20060528.rtf (standard) CSM080121116551
AT &T AND CUSTOMER CONFIDENTIAL
Page 5 of 5
at&t
Managed Internet Service (MIS)
Date Prepared: 10/24/2007
Total . . Pricing •
JEstimated Local Access & Port Recurring Charges $589.001
Estimated Optional Recurring Charges 1
JUsage Based Port Recurring Charges 1
Subtotal Recurring $589.001
Increments Usage Fee per Mbps)
Estimated Nonrecurring Charges 1
Pricing Valid For 60 daysl
1Contract Length (Months) 361
(Number of Sites /Locations 11
[Total Contract Value $21,204.001
Customer Information
MRC NRC
Flat Rate Port .
$324.00
Usage Based Port
Account Manager ,
Local Access
$265.00
Optional Services
mb04810aft.com
Totals
$589.00
Customer Information
AT &T Contact Information
City of South Miami
Miriam Buonomo
Gramaf Reyes
Account Manager ,
6130 Sunset Dr.
305 -569 -7325
South Miami, FL 33143
mb04810aft.com
305 - 663 -6320
Greves .citvofsouthmiami.net
Managed Internet Services (MIS
Managed Internet Services (MIS) is an Internet access service that
combines a high- speed, dedicated connection with consolidated
application management.
Estimated Usage
MRC Per Mbps
Hi -CAP Flex T3 - Private Line, ATM
Hi -CAP Flex OC3 Private Line
Hi -CAP Flex OC12 Private Line
Hi -CAP FLEX OC48 Private Line
HI CAP FLEX - Fast Ethernet 100 Mbps
HI CAP FLEX - Gigabit Ethernet 1000 Mbps
BURSTABLE T1 - Private Line, Frame Relay
BURSTABLE T3 - Private Line, ATM
Burstable OC3 - Private Line
Burstable OC12 - Private Line
Burstable OC48 - Private Line
Shadow T1 - Private Line /Frame Relay*
Shadow T3 Private Line /Frame Relay*
Totals
* avallable for MARO Redundant Link only
This document presents Net Pricing, inclusive of discounts and promotions. Pricing does not include applicable taxes, fees and surcharges. If a pricing
discrepancy were to exist, contract or service guide prices will prevail.
Unless otherwise specified in writing by AT &T, this proposal shall expire in sixty (60) days from the quote prepared date above. Each party may withdraw
from discussions relating to this proposal at any time without liability or further obligation to the other party. Submission of this proposal does not obligate
either party to enter a contract of any kind, create legal obligations on the part of either party or obligate either party to pay expenses incurred by the other
party.
I lie UJIllenlS UI LIIC UUlUlllelll. are uriiluuusneu, liluprleldfy, dllU L01111UCIILICI dllU Illdy IIVt UC cupieu, WbLIUSeU, of UJeU, III wllule of III Pdfl, wIIIIUUI Lile
express written permission of AT &T Intellectual Property or affiliated companies, except to the extent required by law and insofar as is reasonably necessary in
order to review and evaluate the information contained herein.
Thie nrnnneal rnntaine nrnnrie }ani and rnnfiAen }ial ATILT inMn Hnn tha} the riient re r. —irerl }n maintain ae rnnfiAen }ial the li—t magi ��ee nnly }n e�iali� ate
Any future contract is contingent upon AT &T and customer entering into a valid written agreement for the products and /or services discussed above. Such
written agreement will supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, between the parties
relating to the subject matter of the written agreement.
Prepared By: kj2395
at &t
Managed Internet Service (MIS)
Date Prepared: 1/24/2008
Customer Information
City of South Miami
Gremaf Reyes
6130 Sunset Dr
South Miami, FI 33143
305 663 -6320
greyes @cityofsouthmiami.net
AT &T Contact Information
Miriam Buonomo
Account Manager
305 569 -7325
mb0481 @att.com
Total Contract Estimated Pricing Overview !Managed Internet Services (MIS
Estimated Local Access & Port Recurring Charges $589.001 Managed Internet Services (MIS) is an Internet access service that
Estimated Optional Recurring Charges ] combines a high- speed, dedicated connection with consolidated
Usage Based Port Recurring Charges ] application management.
Subtotal Recurring $589.00]
Incrementa sage Fee per M ps
MRC NRC
]Estimated Nonrecurring Charges
]
JPricing Valid For
60 days]
Contract Length (Months)
361
INumber of Sites /Locations
11
]Total Contract Value
$21,204.00
Conditions of •••
This document presents Net Pricing, inclusive of discounts and promotions. Pricing does not include applicable taxes, fees and surcharges. If a pricing
discrepancy were to exist, contract or service guide prices will prevail.
Unless otherwise specified in writing by AT &T, this proposal, shall expire in sixty (60) days from the quote prepared date above. Each party may withdraw
from discussions relating to this proposal at any time without liability or further obligation to the other party. Submission of this proposal does not obligate
either party to enter a contract of any kind, create legal obligations on the part of either party or obligate either party to pay expenses incurred by the other
part.
I lle OVlllel IUi UI LIM UUIUII ICI n. are wipumwie U, Pr UPI le ldry, dl lU LUI II IUUI UA d dllU I ldy IIUI Ue CUPMU, UISlaUleu, Ur M &U, III wl Me Ur III Pdrl, wllllUUL Lilt:
express written permission of AT &T Intellectual Property or affiliated companies, except to the extent required by law and insofar as is reasonably necessary in
order to review and evaluate the information contained herein.
Thie nrnnneal —f-ine nrnnrioYa ni —i rn.6,lonfia1 GT%T infnrmafinn Yh=t the �lionY ie —d—A I- nc rnnfiAenfial Yhn rlinnY m��i �ie< nnlu hn <�iali��Yn
Any future contract is contingent upon AT &T and customer entering into a valid written agreement for the products and /or services discussed above. Such
written agreement will supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, between the parties
relating to the subject matter of the written agreement.
Prepared By: dn4943
MRC NRC
Flat Rate Port
$324.00
Usage Based Port
Local Access
$265.00
Optional Services
Totals
$589.00
Conditions of •••
This document presents Net Pricing, inclusive of discounts and promotions. Pricing does not include applicable taxes, fees and surcharges. If a pricing
discrepancy were to exist, contract or service guide prices will prevail.
Unless otherwise specified in writing by AT &T, this proposal, shall expire in sixty (60) days from the quote prepared date above. Each party may withdraw
from discussions relating to this proposal at any time without liability or further obligation to the other party. Submission of this proposal does not obligate
either party to enter a contract of any kind, create legal obligations on the part of either party or obligate either party to pay expenses incurred by the other
part.
I lle OVlllel IUi UI LIM UUIUII ICI n. are wipumwie U, Pr UPI le ldry, dl lU LUI II IUUI UA d dllU I ldy IIUI Ue CUPMU, UISlaUleu, Ur M &U, III wl Me Ur III Pdrl, wllllUUL Lilt:
express written permission of AT &T Intellectual Property or affiliated companies, except to the extent required by law and insofar as is reasonably necessary in
order to review and evaluate the information contained herein.
Thie nrnnneal —f-ine nrnnrioYa ni —i rn.6,lonfia1 GT%T infnrmafinn Yh=t the �lionY ie —d—A I- nc rnnfiAenfial Yhn rlinnY m��i �ie< nnlu hn <�iali��Yn
Any future contract is contingent upon AT &T and customer entering into a valid written agreement for the products and /or services discussed above. Such
written agreement will supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, between the parties
relating to the subject matter of the written agreement.
Prepared By: dn4943