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Business Comm. Serv(Rider)/CCC
Appropriation No. 1110-440 j j Not to Exceed: $2,806.80 l7 15 (fit^ /-- ( //1/ C / . of APPROVED, AS TO RIDER TO DATA SERVICES AGREEMENT FORM eY. for Carmel Clay Communications Center • This is a Rider to a certain Data Services Agreement ("Agreement") by and between Business Communications Services, a division of SBC Global Services, Inc., formerly known as Ameritech Information Systems, Inc., on behalf of Ameritech Advanced Data Services of Indiana, Inc. ("Ameritech"), an Indiana corporation,and City of Indianapolis("City"or"Customer")to provide Data Services, which Agreement is attached hereto and incorporated herein as Exhibit "A". City has amended the Agreement to allow Carmel Clay Communications Center, 31 First Avenue Northwest, Carmel, IN,46032(hereinafter"Agency") to obtain Services under the terms and conditions of said Agreement at the price stated in this Rider. Agency agrees it is obligated by said Agreement, including but not limited to Pricing,Warranty,Acceptance and Termination,and to be the responsible party to be billed for the Services. City is not responsible in any way for the Services as obtained by Agency under this Agreement. The Contract Service Period begins upon the date the installation of the Service to the Agency as stated herein and the Service is available to Agency and ends May 4, 2004, however the Contract Service Period shall never be less than twelve(12)months. Pricing Service Circuit CIR Non-Recurring Monthly Type Type Charge 2 Rate FRS DS1/1.544 32 $805.00 $596.81 PLUS Managed Router Service $225.00 $104.89 Pricing includes the location stated above and Service to the headend located at 200 E. Washington, Indianapolis, IN 46204. Service to the headend shall be defined as a service(shared with any and all other Agencies as authorized by City)consisting of a Service Type of FRS,Circuit Type and CIR as stated above. Managed Router Service Pricing shall include the following components: QuantityDescription 1 Sl7C-12.0.5T Cisco 1700 series IOS IP 1 1720 10/100 BaseT modular router w/2 WAN slots and Cisco IOS IP SW 1 CAB-AC Power Cord 1 WIC-1DSU-T1 1 port Tl/fract T1 DSU/CSU WAN interface card 2 This Non-Recurring Charge is waived, but is due if Agency terminates the Service prior to the expiration of the Contract Service Period. The prices stated herein are valid if Rider is executed by an authorized party of Agency by 11/30/01. SBC GLOBAL SERVICES,INC.,on behalf of AMERITECH ADVANCED D Carmel Clay Communications Center/ SE VI S OF INDIANA, C /' P�� L .: 1j / 1i By: By: . Name: girn alteeti Name: Z Title: U //LCC777/t--- Title: Date: / / • '7 ' P g--°/ Date: t // q/c / sm 00-IN-40164 Approved and Adopted this day of ('( ( I(Ik i( c , 2001. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Annnnuurke, ember Date: l 'd —C9./ � �r�LXth4- flu Li( .e C f ;( Bi11y� alker, Member I Date. /1 Pip ATTEST: LiDiana Cordray 1PIC�, Clerk-Treasurer (I c2 Date: /i RUG-30-2001 10.36 AMERITECH INDPIS. 317 488 3121 P.02/51 • e9 comma bunter. AMERITECH ADVANCED DATA SERVICES OF INDIANA, INC. An Amentedi Company DATA SERVICES AGREEMENT • This Data Services Agreement('Agreement")is made this—day of , 1999 ("Effective Date"), by and bepeen Ameritech Advanced Data Services of Indiana, Inc. ("Ameritech'), an Indiana corporation with offices at Indianapolis, IN at 240 N.Meridian St., and City of Indianapolis("Customer')with offices at 200 E.Washington Street, Suite 960, Indianapolis, IN 46204, Customer orders and Ameritech agrees to provide the Service(s)described in Schedule A of this Agreement for the use and purpose described in this Agreement. The term`Service"means the Service(s)described in Schedule A of this Agreement and encompasses a0 product and service elements described in Schedule B of this Agreement. The following schedule(s) are attached to and incorporated into this Agreement; ® Schedule A, Service Description ® Schedule 8, Service Pricing ® Schedule C, Installation Sites ® Schedule D, Products, Terms and Conditions and Product Pricing ® Schedule E, Cisco Router& Switch Configurations This Agreement is effective on the date set forth above. Customer has elected a sixty month Contract Service Period which will commence on the date the installation of the Service to the sites and locations described herein, is completed at the eightieth (801h) service site as stated in Schedule C, Installation Sites and the Service is available to Customer Ameritech will notify Customer when the Service is functional. This date shall be referred to as the"Date of Service Availability." Ali invoices shall be submitted to: Attn: Customer shall pay Ameritech for taxes associated with its use of the Services provided under this Agreement. unless Customer submits a tax exempt certificate. MDs 0112&99 GANG OCT-12-2001 15:36 faME121TECN 1NOPLS. 317 48$ 3121 P.02/02 THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, INCLUDING WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS, CONTAINED IN THE GENERAL TERMS AND CONDITIONS AND SCHEDULE(S) THAT ARE PART OF THIS DATA SERVICES AGREEMENT. DO NOT SIGN THIS AGREEMENT BEFORE YOU HAVE READ ALL ITS PROVISIONS. INCLUDING THE SCHEDULES AND THE TERMS AND CONDITIONS. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE ENTIRE AGREEMENT AND AGREE TO ABIDE BY ITS PROVISIONS. IN WITNESS HEREOF. the parties have caused the Agreement to be executed by their officers(hereunto duly authorized. AMERTTECH ADVANCED DATA CITY OF INDIANAPOUS! SERVICES OF INDIANA INC. MARION COUNTY By: By: Name' Name: D0e: Tide: Date: Date: Approved as to legal form; By: Robert A Borgmann, Assistant Corporation Council Date: APPROVED: By: Stephen Goldsmith. Mayor and Chief County Executive Date: • mos Mess ss C SCO 2 WOdd Z d ItrCSLL(1109 'ON/6l : Sl '1S/DZ: EI IODZ 6l 0 d) HUG-30-2001 10:36 AMERITECH INDPLS. 317 488 3121 P.03/51 GENERAL TERMS AND CONDITIONS 1. SCOPE The purpose of this Agreement is to.document Customers order for the Service, to authorize Ameritech to assist in arranging for or to provide through resale the physical transport facilities ("telecommunications service"), to identify the locations that will receive the Service, to establish the, basic specifications and capabilities of the Service, to establish the price for the Service, to establish the Contract Service Period applicable to the Service and to specify other terms and conditions applicable to the Service. 2. , PRICING 2.1 Customer shall pay one-time activation charges and recurring charges at monthly intervals for the Service as set forth in Schedule B. Billing shall commence on the Date of Service Availability for each circuit. 2.2 Ameritech shall invoice Customer monthly for the Service, itemizing in detail the basis for each invoice amount. Payments are due upon receipt of the invoice. In the event Customer fails to make payment within thirty (30) days after receipt of the invoice, Customer shall pay all costs of collection, including Ameritech's attorneys' fees. All invoices shall be submitted to the address on the face of this Agreement. 2.3 In the event Customer disputes any invoice, or part thereof, Customer shall only pay the amount of the invoice not in dispute in accordance with Section 2.2 above and shall notify Ameritech in writing of the nature of the dispute. 3. TAXES 3.1 Unless and to the degree Customer provides evidence of exemption from any or all of such taxes, Customer shall pay for any federal, state and local sales and other taxes associated with its use of the Services provided under this Agreement, provided that Customer shall not be responsible for the payment of Ameritech's income taxes or taxes, charges and assessments in respect of Ameritech's employees. 4. CUSTOMER OWNED EQUIPMENT 4,1 The connection of Customer owned equipment (COE) and wire will at all times comply with the terms, conditions, limitations and responsibilities normally applicable to the connection of Customer premise equipment (CPE) to the telephone network including, but not limited to, those now or hereafter established in Part 68 of the Federal Communication Commission's (FCC) Rules and Regulations. concoct acc a 3 AUG-30-2001 10:37 AMERITECH INDPLS. 317 488 3121 P.04/51 4.2 Customer shall provide the proper environment, electrical and telecommunication connections for the Services as specified by Ameritech. 4.3 Ameritech may make changes in its services, equipment, operations or procedures, including those related to the Service, where such action is not inconsistent with the proper operation of the Service for this Agreement. If any such change can be reasonably expected to render any of Customer's COE incompatible or otherwise materially affect its use or performance, Customer will be provided written notice at least three (3) months in advance of the change. If Customer determines that the cost of replacing or modifying its equipment or system in order to reestablish compatibility and maintain uninterrupted'Service is unreasonable, Customer may terminate this Agreement without penalty, 4.4 ' Customer shall be responsible for the installation, operation and maintenance of all COE. No combination of COE shall: require change in or alteration of the equipment or Service of Ameritech; cause electrical hazards to Ameritech's personnel or damage to Ameritech's equipment; cause the malfunction of Ameritech's billing equipment; or cause degradation of Service to persons other than the user of the subject terminal equipment or communications system. Upon notice from Ameritech that Customer's COE is causing such hazard, damage, malfunction or degradation of Service, Customer shall promptly make such changes as shall be necessary to remove or prevent such hazard, damage, malfunction or degradation of Service. 4.5 Ameritech shall install and maintain Customers interface equipment provided it is part of this Agreement. The prices for such installation and maintenance service shall be as set forth in Schedule B. 5. PROJECT MANAGEMENT 5.1 Each party shall appoint a Project Manager and provide name, address and. contact numbers to the other party. A Project Manager, as used herein, shall be defined as the primary representative of either party who has full responsibility for coordinating the activities of his or her respective party. Each Project Manager shall direct all performance-related inquiries to the Project Manager of the other party. 6. INDEMNITY 6.1 Each party ("Indemnifying Party") will defend, indemnify and hold harmless the other party ("Indemnified Party") from and against any Claims by third parties whether based in contract or tort (including strict liability) to the extent they relate to or arise from: (i) personal injury, death or loss of or damage to tangible property proximately caused by the negligent acts or omissions of Indemnifying Party; (ii) defective products or services provided hereunder: or (iii) assertions under workers compensation or similar laws made by persons furnished by the Indemnifying Party. Moso12eee 4 AUG-30-2001 10:37 AMERITECH INDPLS. 317 488 3121 P.05i51 /t 6.2 'Claim" includes all claims, demands, suits, liabilities, and related costs of any kind, including costs, interest and reasonable attorneys' fees. `Indemnified Party" includes the Indemnified Party's officers, directors, partners, agents, employees and subcontractors. 6.3 The Indemnified Party shall promptly notify Indemnifying Party of any Claim and shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense;;,in the defense of the Claim. Indemnifying Party shall assume, at its cost and expense, the sole defense of such Claim through counsel selected by Indemnifying Party and reasonably acceptable to Indemnified Party. Indemnified Party may at its option 'and expense'be represented by separate counsel. Indemnifying Party shall maintain control of such defense except that if the settlement of a Claim would have an adverise effect on the Indemnified Party's relevant business, the Indemnifying Party may' settle the Claim as to the Indemnified Party only with its consent, which consent will not be unreasonably withheld, conditioned or delayed.. Indemnifying Party shall pay the full amount of any judgment, award or settlement with respect to the Claim and all other costs, fees and expenses related to the resolution of the Claim. [IF SERVICES ARE TO BE PERFORMED IN OHIO] Without limiting the generality of the foregoing, to the extent that any services are performed in the State of Ohio, the Indemnifying Party hereby waives any immunity from its obligations to defend, indemnify and hold harmless the Indemnified Party, its corporate affiliates, and their officers, employees and agents against and from claims by employees of the Indemnifying Party, which immunity would otherwise arise by operation of Ohio Revised Code Sections 4123.74 and 4123.41 and Section 35, Article II, Ohio Constitution or any other statute or constitutional provision. 7. WARRANTIES AND LIMITATION OF LIABILITY 7.1 Ameritech warrants that for the term of this Agreement, all Services shall substantially conform to the specifications furnished to Customer by Ameritech. Ameritech further warrants that the Services shall be delivered free from all liens and encumbrances. If, under normal and proper use, the Services fail to perform substantially as specified above, and Customer notifies Ameritech within the term of this Agreement, Ameritech will correct such service degradations or failures without charge to Customer. 7.2 In no event shall Ameritech be liable to Customer or any third party for any indirect, incidental, special or consequential damages, including without limitation, damages attributed to lost revenues or profits; lost business opportunities; loss of data or programming; or failure to realize savings or benefits, regardless of the cause of action, arising out of or in connection with Ameritech's performance under this Agreement, including, but not limited to, any modification of the products by Customer; or the combination, operation or use of the products with equipment or software not supplied M0s4:112999 - 5 RUG-30-2001 10:37 AMERITECH IHDPLS. 317 488 3121 P.06/51 t by Ameritech under this Agreement or with the warranties set forth in this Agreement, even if Ameritech has been advised of the possibility of such damages. Customer waives any claim against Ameritech for punitive or exemplary damages. 7.3 Except for damages for personal injury or death or damages to or loss of Customer's tangible property (excluding loss of data or programming) caused by Ameritech and except as may be provided otherwise in this Section of the Agreement, Ameritech's liability for all claims brought under this Agreement, regardless of the form or cause of action, shall be limited to direct damages. Notwithstanding any other provision in this Agreement, Ameritech's aggregate liability for all direct damages shall not exceed the total amount paid by Customer under this Agreement. 7.4 ,The right to recover damages within the limitations specified in this Section 7 is Customer's exclusive alternative remedy in the event that any other contractual remedy fails of its essential purpose. 7.5 Neither Ameritech nor Customer shall be liable to the other party for any delay or failure in performance hereunder due to fires, strikes, other labor disputes, embargoes, requirements imposed by government regulations, civil or military authorities, acts of God, the public enemy or other causes which are beyond the control of the party unable to perform (hereinafter "Force Majeure"). If a Force Majeure occurs, the party delayed or unable to perform shall give immediate notice to the other party. 7.6 Any legal action arising from or in connection with any defect or failure in any product provided by Ameritech, or the performance or nonperformance of any service provided by Ameritech, must be brought within two (2) years after the acceptance of such product or service by Customer. 7,7 THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. 7.8 This Section shall survive failure of any exclusive remedy. 8. INSTALLATION 8.1 The sites at which Service will be installed are listed in Schedule C. 8.2 Ameritech shall install the Service within a mutually agreed to time period for sites within the Ameritech Region, which shall be defined herein as Illinois, Indiana, Michigan, Ohio and Wisconsin.. Such installation objective does not commence until this Agreement is signed by both parties. in the event the agreed upon installation date is missed due to the fault of Ameritech, Customer shall be entitled to a credit in the amount of twenty percent (20%) of the installation cost. Notwithstanding, in the event there is a change to the Service during the mutually agreed to time period, the revised installation date shall be mutually agreed to between the parties. AAosoizeee 6 RUG-JU-d0U1 1i;.5ti AMERITECH INDPLS, 317 488 3121 P.07i51 9. SERVICE TERMINATION MOVES 9.1 The Initial location(s) to receive the Service (excluding fiber based services) may be moved from one site to another within the LATA provided that no interruption in Service occurs. Non-recurring charges and new recurring charges that would apply for the new location will be negotiated at the time of the.move. 10. TERM AND EXTENSION AND ADDITIONAL LOCATIONS 10.1 Ameritech agrees that certain locations stated in Schedule BC and Schedule C, Installation Sites; shall'be added after the start of the Contract Service Period. These sites shall be added at the recurring and nonrecurring prices set forth in Schedule B, provided Customer orders those stated certain locations 60 days prior to their`Current Pt- to-Pt'Circuit Expire Date° (listed in the last two pages of Schedule B-2) and, as a group, they are installed no later than 10/272001. 10.2 Except as stated in 10.1 above, in the event that Customer elects to make additions to the Service and negotiate a new Agreement, Customer and Ameritech may elect at the same time to extend the Contract Service Period of this Agreement so It is coterminous with the Contract Service Period of the additions. Customer may elect to extend the Contract Service Period under this Section only if the term applicable to the new Agreement extends beyond the term hereof. 10.3 Except as stated in 10.1 above, in the event that Customer elects to make additions to the Service and wishes not to negotiate a new Agreement, such additions may be made and shall be governed by the terms and conditions of this Agreement, except for the recurring and nonrecurring prices set forth in Schedule B. Recurring and nonrecurring prices for the additions will be negotiated at the time of the change unless otherwise agreed to in this Agreement. 10.3 In the event that Ameritech does not terminate the Service, Customer has the option to renew at the then prevailing agreement price or terminate the Service. If a new agreement is not signed or if a termination notice is not provided to Ameritech, Customer's Service will extend on a month-to-month basis at Ameritech's then prevailing prices. 11. ACCEPTANCE 11.1 Customer shall have an acceptance test period of five (5) working days from the Date of Service Availability. If the Service is not accepted by Customer, Customer shall provide written notice to Ameritech specifying the reasons for rejection and Ameritech shall have the right to cure, in a reasonable time and manner, any material nonconformity giving rise to such rejection. In the absence of written notice to Ameritech of any material nonconformity within such acceptance test period, the Service shall be deemed accepted knosouess 7 AUG-30-2001 10:38 AMERITECH INDPLS. 317 488 3121 P.08/S1 l; by Customer at the conclusion of the five (5) day period and billing shall commence on the Date of Service Availability. 12. PERFORMANCE OBJECTIVES 12.1 Ameritech shall use commercially reasonable efforts to provide a 99.75% network availability for DSO and DS1 and 99.5% for DS3 as measured over a thirty (30) day period. This excludes scheduled outages as described in Section 15.1 and any Force Majeure conditions. In the event Ameritech's Service fails to meet these objectives over a rolling thirty (30) day,period, Ameritech will implement a ninety (90) day network re- engineering project iji order to bring services back within network availability guidelines. These performance objectives shall be measured by the Ameritech trouble ticket repqrting system. 13. TERMINATION 13.1 If either party (the "defaulting party') materially neglects, fails, or refuses to perform its obligations under this Agreement, then the other party may serve upon the defaulting party notice of its intention to terminate this Agreement. The notice of termination shall specify the alleged neglect, failure, or refusal and shall be served by certified mail, return receipt requested. If, within thirty(30) days of the date of such notice, the defaulting party shall not have fully cured all the defaults indicated therein, or presented a plan acceptable to the other party to cure such defaults, then upon expiration of said thirty (30) days, the other party may, upon providing written notice to the defaulting party at its option, elect to terminate this Agreement. 13.2 Either Ameritech or Customer shall have the right to immediately terminate this Agreement, in whole or in part, upon written notice to the other, at the time any one of the following occurs: (i) if a receiver of the other party's assets is appointed; (ii) if the other party takes any step leading to its cessation as a going concern; or (iii) if the other party ceases or suspends operations for reasons other than a force majeure. 13,3 Ameritech may terminate or modify this Agreement without liability, upon written notice to Customer, in the event it becomes unlawful for Ameritech to provide any of the Services, whether by law, or by judicial or administrative agency decision. 13.4 In the event of termination of this Agreement due to Customers default, as set forth in this Section, and to the extent allowed by law, Ameritech shall be paid on a time and materials basis for deinstallation of equipment and for all Services provided by AAOS012899 a AUG-30-2001 10:38 AMERITECH INDPLS. 31? 488 3121 P.09/51 Ameritech up to the date of termination at the then current Ameritech rates for such Service(s) or as specified in Schedule B. Customer shall also be liable for the termination charges set forth in Section 13.5. 13.5 (a) Customer may elect to terminate all or part of the Service during the Contract Service Period upon providing a thirty (30) day written notice to Ameritech. In the event Customer terminates the Agreement pursuant to this Section, Customer shall be liable for: (i) the difference between the monthly rate set forth herein and the prevailing, monthly rate (the rate in effect at the time of termination) times the number of months the Service was received by Customer; and (ii) actual charges incurred by Ameritech for equipment termination (bundled Service only). Ameritech shall invoice Customer for the termination charge and Customer shall pay it in accordance with the provisions of Section 2.2, above. (b) In the event that special construction charges pursuant to Schedule B are identified by Ameritech subsequent to the execution of this Agreement and prior to the installation of the Service, Customer shall have the option of either (i) paying such charges in accordance with the provisions of Section 2.2 above upon notification from Ameritech and receipt of invoice, or (ii) if Customer determines that the special construction charges are unreasonable. Customer may terminate this Agreement, in whole or in part, without penalty within ten (10) business days after notification from Ameritech. 14. EQUIPMENT ON CUSTOMER PREMISES 14.1 The provision of the Service is conditioned upon Ameritech's ability to obtain and maintain suitable rights, space and equipment (including cable) to and on the property and premises of Customer. The space. rights and equipment provided by Customer shall be sufficient for Ameritech to provide and maintain the Service. Customer shall arrange for, construct and prepare at its own expense and provide to Ameritech, for as long as the Service is provided, all right-of-way, conduit, space, common AC power, equipment and rack space for the equipment on its property and premises as is reasonably necessary for Ameritech to install and maintain its equipment and facilities and to provide the Service. There is to be no charge to Ameritech for the right-of-way, conduit, space, power and equipment provided by Customer hereunder. 14.2 All equipment which shall be furnished on Customer's premises by Ameritech as part of the Service, if any, shall be set forth in Schedule B. All equipment furnished by Ameritech, whether on Customer's premises or not, is the sole property of Ameritech and is provided upon condition that it will be installed, relocated, removed, changed and maintained exclusively by Ameritech as Ameritech deems appropriate. Ameritech may at any time in its sole discretion replace, reconfigure, update, move, remove or change any such equipment. MOSO1.200 9 AUG-30-2001 10:39 AMERITECH INDPLS. 317 488 3121 P.10/51 14,3 Ameritech's agents and employees may, upon providing proper notice to Customer, at any time enter,any property or premises upon which its equipment is installed for the purpose of installing, maintaining, inspecting, changing, removing, testing or repairing any of Ameritech's equipment, facilities and lines, subject to normal and reasonable Customer security requirements. 14.4 Upon termination or cancellation of the Service, equipment furnished by Ameritech ' to Custoner shall be returned to Ameritech in good condition, reasonable wear and tear thereof excepted. In case of damage, loss or destruction of any of Ameritech's equipment with the exception of such damage being caused by Ameritech, Customer shall pay to Ameritech the lesser of the value of the damaged, lost or destroyed equipment, or the cost of restoring it to its original condition as the case may be, less ordinary wear and tear.; " 15. MAINTENANCE AND TESTING 15,1 Ameritech will perform routine maintenance as is customary to reasonably maintain the Service. All such maintenance shall be performed at no additional charge to Customer if the fault is on the Ameritech side of the point of demarcation between Ameritech and Customer. Actual material and labor prices, specified in Schedule 8, shall apply to troubles isolated to COE or to any condition on Customer's side of the point of demarcation between Ameritech and Customer. During the term of this Agreement. scheduled outages shall be required for Ameritech to provide hardware, software and facilities upgrades. Such upgrades shall occur between 2 a.m. and 6 a.m. on Sunday. Ameritech shall contact Customer one (1) week prior to any scheduled outages. 15.2 The parties shall cooperate with each other in performing joint tests to the extent reasonably necessary to establish the Service or to detect, isolate and remedy service related problems. Joint tests shall be at no charge to the other party, if such tests are conducted by remote testing systems. -If an on-site technician is necessary and the trouble is located on Customer's side of the interface, actual material and labor prices, specified in Schedule B, will apply. 15.3 Ameritech shall negotiate and coordinate the maintenance of transmission services with the local carrier. Customer shall be responsible for selecting the interexchange carrier or carriers that will transport interLATA communications associated with the Service and shall bear the expense of such interLATA communications; Ameritech is legally prohibited from doing so. 16. DESIGNATION OF AMERITECH AS AGENT 16.1 Customer hereby authorizes Ameritech to act as Customer's agent in interactions with Customer's designated interexchange carrier(s) that involve the following activities [CHECK THOSE THAT APPLY]: MDSOI2899 10 AUG-30-2001 10:39 AMERITECH INDPLS. 317 488 3121 P.11/51 ❑ (i) placement of orders for installation, moves, and changes of services provided by the interexchange carrier(s) ❑ (ii) coordination of end-to-end testing of Customer's circuits with the interexchange carrier(s) ❑ (iii) coordination of service restore! with Customer's interexchange carrier(s) in the event of an outage ❑ (iv) provide pass through billing of IXC circuits. 16.2 Customer also authorizes Ameritech to act as Customer's agent in obtaining from Customer's interexchange carrier(s) the service and account records that pertain to these activities. 16.3, ' Customer may revoke this designation of agency at any time upon written notice to Ameritech. 17. CONFIDENTIALITY 17.1 Each party shall protect the Confidential Information disclosed to it by the other party, by a third party manufacturer/developer of equipment or software provided under this Agreement, or to which the receiving party obtains access by virtue of its performance under this Agreement. "Confidential Information" means any information or data which is disclosed by a party (the "Disclosing Party") to the other party (the "Recipient") under or in contemplation of this Agreement and which (a) if in tangible form or other media, including but not limited to electronic media, that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, or (b) if oral or visual, is identified as proprietary, confidential or private on disclosure and is summarized in a writing so marked and delivered within ten (10) days following such disclosure. In addition, any Confidential Information of Ameritech or of any third party manufacturer/developer of equipment or software provided under this Agreement to which Customer has access by virtue of this Agreement and which by its nature warrants confidential treatment shall be considered Confidential Information and is subject to the provisions of this Agreement including restrictions on use and dissemination of Confidential Information. 17.2 The Recipient shall use such information only for the purposes of this Agreement and shall not disclose it to anyone except its employees who have a need to know the information. These non-disclosure obligations shall not apply to information that is or becomes public through no breach of this Agreement, is received from a third party free to disclose it, is independently developed by the receiving party or is required by law to be disclosed. 17.3 Confidential Information shall be returned to the Disclosing Party upon its request. The parties agree that an impending or existing violation of these confidentiality provisions would cause the Disclosing Party irreparable harm for which it would have no adequate remedy at law and agree that the Disclosing Party shall be MD5072999 11 AUG-30-2001 10:40 AMERITECH INDPLS. 317 488 3121 P.12/51 , entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other rights or remedies available to it. 18.0 ASSIGNMENT 18.1 Neither party shall assign any right or obligation under this Agreement without the other party's prior written consent Any attempted assignment shall be void except that either party may assign monies due or become due to it, provided that (i) the assigning party gives the other party at least thirty (30) days prior written notice of the assignment, and (ii), such assignment does not impose upon the other party obligations to the assignee other than the payment of such monies. 18.2, 'Notwithstanding the foregoing, Ameritech may assign this Agreement in whole or in part, to any of its affiliates. Upon such assignment and assumption of liability thereto by the assignees, the assignor shall be discharged of any liability under this Agreement. 18.3 Without limiting the generality of the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties' respective successors and assigns. 19. YEAR 2000 19.1 AADS certifies that the network service circuits comprised solely of AADS network elements are expected to accurately process date data (including, but not limited to calculating, comparing, and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, when used in combination with any other listed or unlisted AADS elements solely provisioned by Ameritech (including AADS provisioned switching and transmission equipment). Nothing in this certification shall be construed to limit or expand any rights or remedies with respect to existing products/services obligations, representations, warranties, other than Year 2000 performance. In the event of a breach of this warranty, AADS shall use all commercially reasonable efforts to remedy the performance problem(s) at its own cost. In the event that there are substantial malfunctions in the Service and a remedy is not or cannot be made in a commercially reasonable manner, Customer, as its sole remedy will be entitled: (i) to terminate this Agreement without further liability; and (ii) to a pro-rated refund of the charges paid for the Service from the date the Service was adversely affected, provided such refund shall not exceed the amount paid by Customer under this Agreement for the three months immediately preceding the Year 2000 claim. 20. GENERAL 20.1 No modification or amendment of any provision of this Agreement or any schedule(s) will be binding on either party unless in writing and signed by an authorized representative of each party. Either party's failure to insist upon or enforce compliance with any of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of any such terms and conditions. The right of either party to terminate Mosoqees 12 AUG-30-2001 10:40 AMERITECH INDPLS. 31? 4138 3121 P.13/51 I , this Agreement shall not be affected by its failure to take action with respect to a previous default, 20.2 This Agreement and any claims arising hereunder or related hereto, whether in contract or tort, shall be governed by the laws of Illinois. except provisions relating to conflict of laws. Any suit regarding this Agreement must be brought in a court of competent jurisdiction in Cook County, Illinois. 20.3 Ameritech may subcontract any or all of the work to be performed by it under this Agreement, without the consent of Customer but shall retain responsibility under this Agreement for the work subcontracted. 20.4 �' Any notice which under the terms of this Agreement must or may be given or made by either party hereunder shall be in writing and shall be delivered personally or sent by express delivery service or by certified mail, return receipt requested, addressed to the respective parties set forth on the face of this Agreement, or to such other address as either party shall designate by proper notice. Notices will be deemed to have been received as of the earlier of the date of actual receipt or, in case of notices sent via U.S. mail, three (3) days after mailing. A signed receipt shall be obtained where a notice is delivered in person. 20.5 In the event Customer purchases the Service unbundled and purchases Products from Ameritech, the specific terms and conditions of the Product purchase are set forth in Schedule D. 20.6 In the event Customer utilizes Ameritech's security, Customer shall complete the information required in Schedule F. 20.7 The Agreement is the joint work product of the parties and, in the event of any ambiguities, no Inferences shall be drawn against either party. 20.8 The terms contained in this Agreement and any Schedule(s) referred to herein, which are incorporated into the Agreement. by this reference, constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior understandings, proposals and other communications, oral or written. Neither party shall be bound by any pre-printed terms additional to or different from those in this Agreement that may appear subsequently in the other party's form documents, purchase orders, quotations, acknowledgments, invoices or other communications. This Agreement may only be modified by a writing signed by both parties. MDS072899 13 AUG——z . e•« AMER I TECH I NDPLS. 317488 3121 m14/e $ 1j111 I. 7.tre I f . . . 4 � 2I1ll \ " 'ca » . ! t ° e 141-1•11PI! j !J fl $ 1 _2 _K°Ilg £ 6 _t .I f f . sta.{! . .. §! 2a: k |k g k ,. dcb... } ! { 1.4 lir cc re . �) k � � U t2 . \} •t S j \} D isi � . . : Cl R § , $ . � f sc 9 E . . k $! $u) 12 . la cn ��$ k la TO g` � E HH 'J ' . r! iƒ" 8 0.4 11111 11111 0 vi co ) f §§ / H /ƒ = .' q, I « U Ui €}15 /§ ! ƒ a kki \k Eg 2} . . . a ! gig kk ) i AUG-30-2001 10:40 AMERITECH INDPLS. 317 488 3121 P.15/51 Access Sands Frame Relay UNI is available at DSO.56164 Kbps, 128 Kbps•, 258 Kbpa•,384Kbpa•.384FT1,DS1 -1.544 Mbps and 45 Mbps. •These speeds are available on a limited basis where facilities and conditions permit. Pricing Frame Relay UNI has a monthly recurring charge and non-recurring charges also apply for the installation. This pricing will be provided on a case by case basis. Basic Service Frame Relay DSO-56/64 Kbps Frame Relay 128 Kbps,25Q Kbps,and 384 Kbps(these three speeds are available on a limited basis where facilities and conditions permit) Frarrte'Relay DS1 - 1.544 Mbps Frame Relay DS3-45 Mbps(available on a limited basis where facilities and conditions permit) DLCI MappinpiAddressinq Maximum number of DLCIs per UNI: 56 Kbps 30 DLCI's per UNI 384 Kbps 100 DLCI's per UNI 1.544 Mbps 250 DLCI's per UNI 45 Mbps 250 DLCI's per UNI PVC Management PVC management will be provided via the Local Management Interface(LMI). Over the LMI,Customer shall be provided with notification of the addition,deletion and presence of a PVC,as well as notification of the availability of unavailability of a configured PVC. Installation Services Ameritech provides the following installation services: • Project Management • Provisioning of service • Installation and configuration of customer premises equipment • Loop back test of equipment Ongoing Maintenance Ameritech provides the following ongoing maintenance: • 7x24 monitoring of the network(this does not include premises equipment) • 24 hour problem resolution help desk Frame Relay Customer Responsibilities • Customer shall be responsible for all demarc extensions. • Customer shall provide reasonable access to Customer premises for installation work. • Customer shall designate both ends of the PVCs which need to communicate with one another, these PVCs will then be provisioned through the network. • Customer shall maintain a record of all PVC address mapping. • Customer shall be responsible for any and ell electrical work which might have to be done to accommodate the new Ameritech equipment as well as providing the proper environmental conditions as required by that equipment manufacturer. contraa.doc @4 15 AUG-30-2001 10:41 AMER ITECH INDPLS. 317 488 3121 P.16/51 t Interface SaedAptlon end Teohnir jRefereneee of Frame Rein Ameritech network equipment components conform to the following standards: - • ANSI T1618 • ANSI T1617 Annex D • ITU-T Q-922 • ITU-T Q633 Amex A • ITU-T 1.122 • Frame Relay Consortium Specifications with Extensions,Document f1001.208996 • Bellcore Technical Reference TR-TSV-000773 regarding Alarm Reporting and Performance • 71.602„ • T1.606 • T1.607 • Frame Relay Form FRF.1-1991 Spoclncation Chances r , Ameritech may. from time to time, update the specifications for the Service as reasonably necessary to reflect technological changes, technological advancements or changes in the prevailing procedures generally in use in the industry for the Service. The interfaces,specifications and formats for the Service will be provided upon request. • ruos01289 16 AUG-30-2001 10:41 AMERITECH INDPLS. 317 488 3121 P.17/51 SCHEDULE A Service Description Ameritech Asynchronous Transfer Mode Service General Ameritech ATM is a high-speed,connection-oriented data transmission technology which utilizes a fixed length cell, Traffic is transferred across the network on Permanent Virtual Connections(PVC's)which are end-to-end. bi- directional logical channels. ATM is a celbbased architecture where each cell has a fixed length of 53 bytes(48 bytes of data.5 bytes of management information). Fixed length data streams can be processed more efficiently than variable length packets,allowing high bandwidth switching and multiplexing in both the local area and wide area environments. • Cell technology provides a powerful mechanism for transporting different traffic types on a common communications in rastrupture. By segmenting the various traffic types,video, LAN,voice,fixed rate data, into fixed-size units,all of this traffic can be multiplexed onto the one transmission system. Permanent Virtual Connections(PVC's)are links with a static route defined across the Ameritech ATM network between customer end-points. Quality of service may be assigned on a per PVC basis.Each connection will be labeled with a unique virtual channel identifier(VCI)and a virtual path identifier(VPI). (see Figure 1) neural: WI's and Vas VCI N vet u1 VPI 1 VVCCI 123 s no VCI 12 VPI �a VCI 11 VPI 2 S mg VCI 12 VPIS VCI 13 VCI VPI 3 VCI 12 a Virtual l ■ VPI 6 Paths 17a1�■ Access Speeds ATM UNI is available at DS1. 053,0C3c and 0C12c Classes of Service Constant Bit Rate(C8R). real time Variable Bit Rate(VBR-rt) and non-real time Variable Bit Rate(VBR-nrt)classes of service are available. The customer can specify class of service per Virtual Channel(VC). The customer can specify Peak Cell Rate for CBR service, and Sustained Cell Rate for VBR-rt and V8R-nrt services in the following increments: Constant Bit Rate: • Customers may specify PCR in increments of 64Kbps for a DS1 UNI and in Increments of 1 Mbps for the DS3, 0C3c,and 0C12c UNI's. • Variable Bit Rate(real time and non-real time) • Customers may specify SCR in increments of 64Kbps for a OS1 UNI and in increments of 1 Mbps for 053. 0C3c,and 0C12c UNfs. naoso12a99 17 RUG-30-2001 10.41 ARITECH INDPLS. 317 488 3121 P.18/51 ME Ameritech ATM is offered as PVC service. Customer and Ametitedi will work together to define logical connections based upon VPI,VCI and dass of service. Pricing Ameritech ATM has a non-recurring and a monthly recurring charge based upon the following service components. A sample architecture appears in Figure 2. ATM-D31 • ATM UNI • FVC's based upon dass of service and bandwidth(up to 10 per UNI) ATM.-DS3,OC30,and QC12c • ATM UNI • PVC's based upon class of service and bandwidth(up to 100 per UNI) ro+o4ol2e09 18 AUG-30-2001 10:41 AMERITECH INDPLS. 317 488 3121 P.19/51 noun 2 Santt4 Ambient*, ATM Ua LDC• flaws# s.ne ADSu aaa. WV. ATM PVC1 I Caw Warn emperor /� Customer Premises 2 • xse , • XAAIrYrP Amine UDC Cams \ ♦ Mann n.T Rao ADSU Seen CMT arc �_ Customer Comm Premises 1 Munntec SNM ATM1.1)N- II N• t f � � ATM UNI LIFO ADMV Ron' Customer ATM UNI Premises 3 Installation Services Ameritech provides the following installation services: • Project Management • Provisioning of service OngolnQMalntenance Ameritech provides the following on-going maintenance: • 7 X 24 monitoring of the Ameritech ATM network(does NOT include customer premises equipment. • 7X24 help desk • Diagnostics and troubleshooting of ATM network Optional Services Ameritech can provide additional service to the customer at an additional charge: • Customer Premises Equipment(CPE) • Maintenance on Ameritech provided CPE • 7 X 24 monitoring of Ameritech provided CPE AAOS0I2E90 - 19 AUG-30-2001 10:41 AMERITECH IHDPLS. 317 488 3121 P.20/51 Customer ftesoondbl)ity • Customer shall identify locations which need to Communicate and designate both ends of each PVC. • Customer shall work with Ameritech to designate classes of service based upon their specific applications. • Customer must be able to accept Virtual Channel Identifiers and Virtual Path Identifiers as assigned by Ameritech. • Customer shall maintain records of PVC address mapping. • If customer provides CPE.CPE must adhere to relevant ATM standards and interface specifications. • Customer shall be responsible for any and all electrical work which might have to be done to accommodate Ameritech equipment as well as providing the proper environmental conditions as required by that equipment manufacturer. • CPE traffic policing shall be utilized if available on the CPE. Interface Seecificatene and Technical References • Ameritech adheres to all relevant ATM Forum.Bellcore,ANSI and ITU-T standards and interfaces. • Ameritech reserves the right to update the specifications and technical references for Ameritech ATM as 'necessary to relied(ethnological advancements or changes in the prevailing procedures generally in use in the industry for ATM service. MD5012899 20 AUG-30-2001 10:42 AMERITECH INDPLS. 317 488 3121 P.21/51 SCHEDULE (to be Included In every sale of bundled Servtcee) SUMMARY OF AMERITECH OWNED PREMISES EQUIPMENT The demarcation point of the Service Is:Basement City/County Budding.200 .Washington St.. Indianapolis.IN 48204 Site Name:SCT/90 Floor Address:200 E.Washington St.,Indianapolis.IN 46204 Vendor Pan Number Quantity Description NOTE: Ameritech is not',unstring anyCPE 0.e. 6SUIDSU and/or Cisco Router)with the ATM or Frame Relay Senioeg (FRS)circuits. However,Aim,ib,Oe is sellin&the customer'drop-shj etiui*ment(Cisco Routers). AAos012599 21 AUG-30-2001 10:42 AMER ITECH INDPLS. 317 488 3121 P.22/51 SCHEDULE B-I (to be used for Frame Relay and ATM) OLOI I VPI—VCI DETAIL Class of CIR/ Site Remote Site Name Service Type Service SCR- I 1 B-CCB 200 E.WASHINGTON ST. 1 ATM D53 1 2096 ' ' SUITE 922 EQUIP ROOM , 'MARION COUNTY JAIL 40 S.Alabama : ATM 1 DS3 i 2096 HA •CCB f200 E. WASHINGTON ST. ATM DS3 2096 . SUITE 922 EQUIP ROOM BROAD RIPPLE MAINT. 1610 BROAD RIPPLE AVE ! FRS DS1 32 ,ARSON-IFD 17 1147 S.MADISON 1 FRS PSI ! 32 ;CEMD-.1651 W.30TH . _ 1651 W.30TH : FRS PSI 32 • •DCAM-RCA 600 N.SHERMAN ' FRS DS 1 32 FLEET,SERVICES 1651 W.30TH . FM 051 32 'PERRY TOWNSHIP ASSESSOR 4925 SHELBY St ' FRS I PSI 32 PROSECUTOR-GRAND JURY �36 S. PENN FRS PSI 32 T.A. -MLJN_CT.13 d:CT.16 1901 N.POST RD FRS DS 1 32 .CHILD SUPPORT-CENTER TWNSHIP 1863 MASS.AVE ! FRS- I DSI i 32 CHILD SUPPORT-FLANNER I2424 DR MLK DR ! FM PSI 32 CHILD SUPPORT-LAWRENCE 14405 MCCOY FM ! PSI 32 CHILD SUPPORT-WAYNE TWNSHP 15401 W.WASHINGTON _ : FM ' DSI 32 GRAND JURY(MACS) 36 S. PENN , FRS ' PSI 32 HOUSING 5INDIANASQ FM ! PSI 32 'BROAD RIPPLE PARK 1450 BROAD RIPPLE AVE. : FM ; DSO 32 DPW CUSTOMER SVC 151 S EAST STREET FRS DSI 32 GARFIELD POOL 12345 PAGODA DRIVE FRS ' DSO 32 BROOKSIDE MAINT. 11907 N.OLNEY FRS DSI . 32 BROOKSIDE PARK 13500 BROOKSIDE PKWY FM DSI ' 32 CHRISTIAN PARK FAMILY CENTER 14200 ENGLISH AVE. ' FRS ; DSO : 32 DOUGLASS FAMILY CENTER 11425 E.25TH ST. : FRS , DSO ' 32 EAGLE CREEK-NORTH 16901 EAGLE CREEK PKWY ' FRS PSI • 32 EAGLE CREEK-SOUTH 15700 EAGLE CREEK PKWY FM DSI ' 32_ EAGLE CREEK ADMIN 7840 W. 56TH ST, FM DSI 3 EAGLE CREEK MAINT '7500 W 56TH FRS PSI ,2 ELLENBERGER PARK :5301 E. ST. CLAIR FRS D51 52 FAMILY ADVOCACY CENTER-3174 233 S.MCCREA FM • PSI • 32 GARFIELD CONSERVATORY 2450 S.SHELBY FRS OS I 1 32 'GARFIELD FAMILY CENTER 2345 PAGODA DR. FRS : DSI 32 GLENNS VALLEY 8015 BLUFF RD FM 1 DSO 32 HOLLIDAY PARK 16349 SPRING MILL RD. TFRS DSI 32 IFD-I5 '1502 PROSPECT FM DSI 3? IFD-20 11452 N. EMERSON AVE. FRS I DSI 32 IFD 1 !1905 W. 10TH ST. FRS ' DSI 32 IFD 10 !2970N.SHERMAN FM . PSI . 32 ,IFD II 11715 E.WASHINGTON FM ; PSI 3i IFD 13 i439 W.OHIO ST. FM DS1 32 IFD 14 .2960 N. KENWOOD FM DSI 32 _ IFD 16 15555 N. ILLINOIS ST FM . DSI 32 IFD 18 142 N.WARMAN FM PSI 33 IFD 19 ;1004 S. WHITE RIVER PKWY FRS DSI 32 IFD 15 :3502 PROSPECT FM DSI 32 wAos012tat 22 AUG-30-2001 10:42 AMERITECH INDPLS. 317 488 3121 P.23/51 1 24 Class of CIRJ Site Nana Remote Site Name Service Typo Senrius CS,�R IFD 25 17 S.SHERIDAN FRS DSI I 32 IFD 26 1080 E.HANNA FRS DSI I 32 ' RFD 27 2918 E. 10TH ST . FRS OS I 32 '.IFD 29 602 E.PLEASANT RUN PK WY FRS DS! I 32 •(FD 3 1136 PROSPECT FRS DS 1 32 IFD 30 I2440 N.TIBBS FRS ! DSI 32 ' ,IFD 31 • 1201 E.46TH FRS i DSI 32 VD 32 16330 GUILFORD FRS DS1 32 11FD 33 13430 MOELLER RD ( FRS I DSI 32 . IFD 34 3262 FRANKLIN FRS I DS 1 32 • ,IFD 5 135 W. 16TH ST. FRS 1 DSI • 32 • `INDY ISLAND/RAYMOND,PARK 8575 E.RAYMOND FRS DSI 32 IIPD DRUG INTERDICTION 6390 TURNER DR.BLDG 3 1 FRS i DS i 32 tJTV HILL FAMILYCENTER L1806COLUMBIA AVE. FRS DSO i 32 . KRANIJERT PARK 1605 S.HIGH SCHOOL S MS 1 DSI 32 ILASHANNA BATES-IPS 46 ;1702 W.MILLER ST. FRS I DSO 32 :LUETT MAINT 3700 W.21ST. FRS ' DS) 32 MUNICIPAL GARDENS 1831 LAFAYETTE RD FRS I DSO 32 ' PARKS-GARFIELD PERFORMING ARTS 2432 GARFIELD PARK I FRS DSI 32 . CENTER CENTER DRIVE 'PARKS•STOUT FIELD 3924 W BRADBURY FRS DSI 32 ;PERRY PARK 451 E.STOP 11 RD. FRS DSI 32 PISTOL RANGE !S820 N.HIGH SCHOOL FRS DSI 32 RHODIUS PARK i 1001 S.BELMONT . FRS I DSO 32 ;RIVERSIDE `2420 RIVERSIDE PKWY . FRS , DSI 32 !SOUTHEASTWAY PARK .5624 S.E.COUNTY LINE RD FRS DSI 32 SURVIVE ALIVE :748 MASSECHUSETTS FRS ; DSI 32 THATCHER FAMILY CENTER ;4649 W. VERMONT ST. FRS : DSI 32 WATKINS FAMILY CENTER !2360 MLK ST. : FRS I DSI 32 FRANKLIN TWSP ASSESSOR 14531 INDEPENDENCE SQ ; FRS I DS I. 32 ;DPW-GARAGE 12001 MARTIN LUTHER KING FRS I ' DSI 32 IIPD SOUTH DIST j 1150 S.SHELBY . FRS ; PSI 32 IPD WEST DIST ,551 N KING FRS : DSI 32 TOTAL RESPO!SSE FORl'ARKS :5804 CHURCHMAN BYPASS _ FRS DSI 32 METRO DRUG TASK FORCE 777 BATES FRS DS I 32 IFD DOWNTOWN DIST 209 E,ST.JOSEPH FRS DSI 32 IIFFO HQ 555 N.NEW JERSEY FRS DSI 32 ACCESS INDIANA(OLD CIVICLINK) I50 W. MARKET FRS . DSI 32 COMM.CORR.&CRIME LAB j 147 E.MARYLAND FRS I PSI 32 'WV CRTS.PROS.IPO.PUB DEF. '2451 N.KEYSTONE AVE ' FRS i DS! 32 DPW ADMIN !3915 E.21$T ST FRS I DSI 32 CRIMINAL PROBATION 155 E.MARKET ST.STH FL. FRS DSI 32 _ DPW-AD`IIN 2700 S.BELMONT ATM DS3 2096 DECATUR TWNSP ASS .5410 S.HIGH SCHOOL RD. FRS DSI 32' ILAWRENCE TOWNSHIP ASSESSOR !4981 N.FRANKLIN RD. FRS - PSI 32 PIKE TOWNSHIP ASSESSOR 5665 LAFAYETTE RD FRS DSI 32 WARREN TOWNSHIP ASSESSOR ,50I N.POST RD. i FRS DSI 32 'WAYNE TOWNSHIP ASSESSOR :35I TRANSFER DR : MS J DSI 32 IPD EASE '3120 E 30111 STREET ' FRS ' DSI 32 IPD NORTH ,4209 N COLLEGE ; FRS DSI 32 •148 E.MARKET 148 E.MARKET ST. FRS DSI 32 MCSD EAGLE CREEK 6057 DELONG ROAD ' FRS . DSI 33 MCSD NORTH TOLL ROAD 1605 EAST 86TH STREET FRS DSI^ 32 MCSD SOUTH TOLL ROAD 700 TURTLE CREEK SOUTH DR, FRS DSI 32 T The above Information melecb individual DLCWPI-VCI assignments, which am associated with each Individual site. A PVC is comprised of two OLCWPI-VCI'a. • Mms012899 23 AUG-30-2001 10L42 AMERITECH INDPLS. 317 488 3121 P.24i51 i ... • ryBNN e . 3g . 388 e e e e o $ W , o333r, . 33333 C S 0 0 0 0 • 40 eni . ,e r n ' e4 to 0 'c CO r r ti e� 47 Ya ao w•pe . m CO CO COO. cmII.' u OM en Nvf P .•. P ••• - P ? O. 0. 0. P eT O. 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VJ 0 0 0 V1 4: : :/. uWv ococcoccooc000coocooccoc _ cocccaccc s J• Oa T V1 a ao 0 0 V1 a vl Vi a00 V1 V1aa Vr a a aNaV1 a as as V1 a :A a c. v F zlC v. ta. z. C. (. Cz1. °CI� C. U. u. ruwcur t CL. u. Ca metgw °sz. . r� a. i zCLUz. v°e. xcc � u. v_ V1 K U f N 3 < z as < sy -s -fama4X O 0'. m a N M vl v M1 a o — N M V a " z Q z 4 � a s o w 3 — F% it F 3 Pa 0 NNNNN N NM MM MMM VI } O .= S. � a 4, Aw � QQtCoo46x.. r.,-zug ."1 .., 20 " ,42 ,4 =i Fla G` AUG-30-2001 10:43 AMERITECH INDPLS. 317 488 3121 P.26/51 Tii :: m: . . . . afg ; Z ; ; “ o:, : C0 norm.Cp m. m n m m CO m co N C ? P P P P — P M P m e 0000000004, 0000 N 2 2 D 0 0 0 g = c o c o a O ^ U h N ./1 Vf " • V'. Vf Vf V1 V; N V1 8 • Z e rrr nro • N _ C vou X " 0000 0 N N H H N H H N K N V S 'S. I ” o $ 88 c888 ,5Oj8 $ o $ 8 r ' C PO. OiP 4PO� T0O. OAP OP P i z 4 R O O R O C R444444444w. 4444 4OQN 7. �_ - 00000000000000 0 N U u O N .43S4 .L 0000 q O e 0 0 0 0 O N F- a ,,,` O v GG bO z z M.O bGG `O `D .O . QL G C C N ~ N N N N N CA W V V N V VV v2 CAICel UVVU W4VveaV / i1 ~O j O a • — QUUVUO V • aV y w O • 1. 6 O Op p 0p O O ss0� E 0 0q 0 O O O O C U▪ C. v1K] OSOOoOOoo O o o o o O S p ; N N N N N N N N N N N N N N 'N � f9 .V nnelnnt�lnn .M e� nel n n en qY.. 7 • i ` y;1050. 5.4• CJ � �n, CE000000000000 0 z w.itri. y O F- ✓ W , -1 tct W , , FF V aUaov a > ra o z a aZYZ r. - ; W S a vr YYY D uu' ‹ 3Q < 0 u�izymz ° W'� o r 0 . . . . "IZ = fs O OOa y y J y :jd yO _ p Vl Vi Vi Vi5EQQCaz51CJ V `a� U < d ?CN .. Ci VU'CJSCd - 4C74u. x .2U2 V 6, 4 AUG-30-2001 10:43 AMERITECH INDPLS. 317 488 3121 P.27/51 O .., g s g 0 ZZ $ ZZZA . UZ » . ; 6363m . : Ze . .• t" rt4aasaga — rrer rrnrr war u m O. m wa WWao COW MOoo. aoM MOM C CCQ O. P P aP O. CT r; PT P PP 0, O, 0, P O, P h tE E H N H a a y a H a a H y H a a H a a H H a o ol N p eQ oQ L. VVi N VO1 M Vf1 V01 Vl O N MO 1.IM1 1 V M 00000 411 vj • O1 M �j a vU 4i .6 ,0 V G 1CNf V O 101C .0 .0 `O 104.1s C Zed a v v e v W t v v o a vv v v v aa, Z e: t: wt. nt: e;8tIvtte- M1t: e. r;nr. M d H to H a a H H H a H H H H H H H H a a H HH . ,0 p p 0p 008 88 8 C 88 p p p oopp 888 A L P PP P P P tnN tAPP PPOg POMP A ? PaP N n a H H y H H H H H H H H H H H H H H H H y H nH y 2 r p 3 N m a4 0:. :D m m w Wt ?`M � eeeee vsdeeeeelvvav • oas C P E 2 H H H H H H H H H H H H a H H H H H H H H H N o U L v a C. O O O O O_ O O O O O 00000 000 S at-, .O ..pp V b �O N `O .D P NO E`O V N as � � NNNNN NN NNNN CNNNN N .MNNS M. UV 00 (0 (00 A p 0 .� /8Q! /yo1000 .; 0p 0 O m O U U (j (,J,) U U G U m v V U U U X U U U x O u � NNN N N VViii o o VVVVJJJJ o woVIV) VJV+ tr] Nt70W C V U U U U U U U U U U U U U U V U U U CJ = u t x a PaC.'� P o0000 00 o c ✓ p 'cc .g ` UM ., -88833oco ^ ,fl N ts g ca 0 0 0 0 0 o 0 0 0 0 0 0 0 0 N O 0 0 0 0 , C ,+ u ‘ " ., oos000a00000 - 000 - • d Er ir-a-S2 o' $ - N N N N N N N a N N N N N N N N N N N N N N la � B40 . 1g :=Iggg Nnnn P1P1M PP1 P1 P1 nggg L. LI V u S u R E >, N N o 0 VI N y H N V1 N GI 0 N.N N N N N N V. V: O .0 ce ✓ d u Cs > › N N N N N N N 0 0 N N 0 N N N N N N N N be- a: saa aaE- aa `sacaa: aaa: aaso: a j. to N tL R v, tt_ w u. a tL tL is u. a. u. is u. ::. O w C F a Ra a0 = = 0 s ow O v � d < ECG • L L 0 h Z o r O. NNDwFz < , J Z wvt y z o = < ytot2 Czzm < < N wa a «▪ - H iYNzay " YraZcO � zEat tc1 ozN < � " F � F < zmarn aza OaC3 . , n• maa at % u [- Hu3Xv U < AUG-30-2001 10:44 AMERITECH INDPLS. 317 488 3121 P.28/51 SCHEDULE B (to be Included In every sale of Services) Time and Material Pricing AU Rates Subject to Change Ameritech Maintenance Charges Charges in this Schedule B shall apply to:Services not included in the Maintenance Package Descriptions and/or beyond the point of demarcation. Services will be performed as resources permit. Description Normal Business Day All Other Hours , Software Configuration Changes Remote-inband or dialup $50/service order $75/service order Maximum 10 PVCs/seivice order 1 protocoUroutedservice order Software Configuration Changes(minimum four(4)hours) On-Site Changes(in region) $225/hour $337.50/hour On-Site changes(out of region) $337.50/hour $337.50/hour Facility Demarcation Extension Charges to be determined with specific configuration Local On-Call Phone Support $65/hour(minimum 2) $97.50/hour (minimum 2) Professional Services In Region $225/hour $337.50/hour 'Out of Region $225/hour $337.50/hour (4 hour minimum) (4 hour minimum) 'Out of region will incur travel costs. Out of Scope Maintenance, Hardware Installations and Initial Site Surveys: In Region $150/hour $225/hour (minimum 4 when callout required) Out of Region $225/hour. $300/hour ===a== _---------- Monitoring Ameritech approved equipment as an add-on to Silver or Basic Maintenance Add-on 2%of List Price 1, Software Conliiouration Changes: This charge is for changes taking place after network acceptance. For example the addition of a protocol between 2 sites would be billable at 2 x$50=$100 if completed Mon-Fri Sam-5pm. ca nctdoc Q - 28 317 4B8 3121 P.29/S1 RUG-30-2001 10:44 RMERITECH INDPLS. Changes which require a technician to be at Customer site are charged as en On-Site Software Configuration Change service. Out of region Software configuration changes will be charged for a minimum of four(4)flours. Customer may be given a grace period of three(3)months to implement a dial up solution so they may take advantage of the on-line Software configuration change charges. The grace period begins on the date the Agreement is signed by both parties. After six(6)months,tie On-Site charges wiN be applied. $50.00/ protocol/router will be applied during the grace period. DLQI only changes are billable at 950/change order/access circuit,with a maximum of 10 PVC changes per ordet. 2. Facility Demarcafion Extension: This charge applies for Customer request to terminate an Ameritech circuit beyond the minimurti point of penetration into Customer premise. • This minimum point of penetration is defined in F.C.C.Tariff Number 2(2.1:5). This section states: The services provided under this tariff will include any entrance cable or drop wiring and wire or inirabuilding network cable to that point where provision is made for termination of (Ameritech's]outside distribution network facilities at a suitable location, and will be installed by(Ameritech]to such point,designated as the Network Interface. Technical parameters of services provided under this tariff shalt be measured at a Point of Termination to be referred to as the Service Interface(SI). The Service Interface shall be located at the Network Interface or may be extended at Customers request. Wire and equipment required to extend Access Service facilities will be provided by Ameritech,at Customers request,on a deregulated basis. This wire and equipment may also be provided by Customer. In either case,Customer shall own the wire and equipment beyond the Network Interface, For some services,Ameritech provided equipment may be placed at an extended SI,causing Customer owned inside wire to be imerpositioned. Access Service has only one Point of Termination(Service Interface)per Customer premises. My additional termination beyond such Point of Termination is the sole responsibility of Customer. For anything beyond these minimum points of penetration.Ameritech charges Time&Materials at the then prevailing Ameritech rate. 3. Local On-Call Phone Support: Charge applies to Customer's requests for network coverage and quick response. Customer feels that on-site coverage is not necessary but explicitly requests that a specific local contact be available if needed. For example, Customer is doing an internal application conversion and wants Ameritech to stand-by to possibly perform professional services.If Ameritech receives a call, then Professional Services charges(or other appropriate charge)would begin billing. In addition,Customer will be billed a minimum of two(2)hours for requesting this service, 4. Professional Services: Examples of Professional Services includes services such as T1 troubleshooting and trouble resolution beyond the Ameritech network demarcation per Customer request. Escorted access to manned or unmanned offices would be included. If an analyst or technician would go to Customer site,at the request of Customer,to do analysis or expert trouble shooting believed to be beyond the point of demarcation-such as Sniffer analysis and evaluate data with Customer,these rates will be charged. If Customer requests a Software Configuration Change and Ameritech determines the impact of the request requires Customer network to be reevaluated or reengineered,or the equipment requires additional memory, Customer will be notified that Professional Services charges will apply. A minimum of four(4)hours will be charged when this service is required out of region. Customer will be notified when a minimum charge is applicable to the service performed. Aao5o12eoo 29 AUG-30-2001 10:44 AMERITECH INDPLS. 317 488 3121 . P.30251 5. Out of Scope Maintenance and Hardware tnstafabons and Initial Site Surveys: This charge applies to installation end maintenance performed outside the specified installation or maintenance Agreement windows. This Includes Installation of hardware not purchased through Ameritech or purchased with installation not included. Out of hours installation and maintenance includes work performed outside the Normal Business Day. Out of scope work indudes such services as applying software updates per Customer request to obtain feature enhancements. If Out of Scope maintenance such as Software updates are requested to be performed outside of Normal Business Hours and is requested as a callout rather than scheduled maintenance,then a four hour minimum will apply. A callout is defined as a Customer request for immediate service outside the scope or hours of a maintenance contract. An initial site survey will be conducted when Customer requests existing Customer owned approved Ameritech products be placed on a maintenance plan. The site survey will be performed at the discretion of the Ameritech Operations Staff if needed to determine if the equipment can be accepted into a maintenance plan. The site survey will be charged at this rate. If during the site survey.it is determined that engineering 1 design will be necessary to accept Customer equipment into a maintenance plan,Professional Services charges will be applicable for the redesign work. Software updates necessary to accept Customer equipment into a maintenance plan will be charged at this rate also. My call that cannot be completed due to circumstances beyond Ameritech's control for which Customer is responsible will be invoiced al this rate. 6. Normal Business Day: Monday through Friday 6:00 am to 5:00 pm(local time)excluding Ameritech's holidays. Service performed outside of the Normal Business Day will be performed at mutually agreed to time periods. Customer shall be responsible for any time spent by Ameritech in transit or at Customer's site. Ii normal maintenance services are being performed and cannot be completed during the time period specified in the maintenance contract,the service will be resumed during the outset of the next normal maintenance window. Customer may request that service be continued without interruption. If Ameritech agrees, Service will be continued and Customer will pay appropriate Alt Other Hours charge. For example.Customer has one site covered under the gold maintenance plan and elects to have a router changed out beginning at III:00 pm. Customer would be charged a minimum of four(4)hours at the applicable All Other Hours maintenance rate of$225.00rhour. 7. For billing minimum charges.the clock starts when the Ameritech technician leaves to go to Customer site. MDSotana 30 RUG-30-2001 10:44 AMERITECH INDPLS. 317 488 3121 P.31i51 SCHEDULE C sarvki Lieifione The following is a list of the installation sites for the Service: The services include ATM and FRS: Our Site Identifier Location(Address) Service Requested Frame Circuit Type IIB-CCB 200 E.WASHINGTON ST.SUITE ATM DS3 922 EQUIP ROOM Jail 40 S.Alabama ATM DS3 I I A-CCB 200 E.WASHINGTON ST.SUITE ATM DS3 922 EQUIP ROOM DCAM-)RCA 600N.SHERMAN FRS PSI GRAND JURY 36S.PENN FRS DSI BROAD RIPPLE MAIN7. 1610 BROAD RIPPLE AVE FRS DSO BROAD RIPPLE PARK 1450 BROAD RIPPLE AVE. FRS DS! BROOKSIDE MAMT. 1907 N.OLNEY FRS DS' BROOKSIDE PARK 3500 BROOKSIDE PKWY FRS DS I CHRISTIAN PARK 4200 ENGLISH AVE. FRS DSO DOUGLASS 1425 E.25TH ST. FRS DSO EC-NORTH 6901 EAGLE CREEK PKWY FRS D51 EC-SOUTH 5700 EAGLE CREEK PKWY FRS DSI EC ADMIN 7840 W.56TH ST. FRS DSI EC MATNT 7500 W 56TH FRS DS' ELLENBERGER 5301 E.ST.CLAIR FRS DSI GARFIELD CONS, 2450 S.SHELBY FRS DS I GARFIELD FAMILY CrR 234S PAGODA DR. FRS DSI GLENNS VALLEY 8015 BLUFF RD FRS DSO HOLLIDAY PARK 6349 SPRING MILL RD. FRS D51 IFD-15 3502 PROSPECT FRS D51 IFD-20 1452 N.EMERSON AVE. FRS DS1 IFD 1 1905 W. 10TH ST. FRS . DSI IFD 10 2970 N.SHERMAN FRS DSI IFD 11 1715 E.WASHINGTON FRS D51 IFD 13 439 W.OHIO ST. FRS DSI IFD 14 2960 N. KENWOOD FRS D51 IFD 16 5555 N. ILLINOIS ST FRS D51 IFD 18 42N.WARMAN FRS DSI IFD 19 1004 S.WHITE RIVER PKWY FRS D51 IFD 2 4120 MIITHOEFER FRS D51 IFD 22 3019 DR.ANDREW 1.BROWN FRS PSI IFD 23 975 BURDSALL PKWY FRS D51 IFD 25 17 S.SHERIDAN FRS PSI IFD 26 1080 E.HANNA FRS DS1 IFD27 2918E.10THST FRS DS1 IFD 29 602 E.PLEASANT RUN PKWY FRS DSI IFD 3 1136 PROSPECT FRS DSI IFD 30 2440 N.TIBBS FRS DSI IFD 31 1201 E.46TH FRS DSI IFD 32 6330 GUILFORD FRS DS I ►FD 33 3430 MOELLER RD FRS DSI IFD 34 3262 FRANKLIN FRS DS I IFD 3 155 W; 16TH ST. FRS DSI INDY ISLAND 8575 E.RAYMOND FRS DSI IPD DRUG INTER 6390 TURNER DR.BLDG 3 FRS D$1 .Aos0+2e9s 31 AUG-30-2001 10:45 AMER ITECH INDPLS. 317 4B0 3121 P.32/51 - Our Site Identifier Location(Addreu) Service Requested Freeze Circuit Type JTV HILL 1806 COLUMBIA AVE, FRS DSO KRANNERT 605 S.HIGH SCHOOL FRS DS I LASHANNA BATES 1702 W.MILLER ST. FRS DSO LUETT MAINT •3700 W.215T. FRS DS I MUM GARDENS 1831 LAFAYETTE RD FRS DSO GRF.ARTS CTR 2432 GARFIELD PK CNT DR FRS DSI STOUT FIELD 3924 W.BRADBURY FRS PSI PERRY PARK 451 E.STOP I 1 RD. FRS PSI ' IPD PISTOL' 5820 N.HIGH SCHOOL FRS DSI RHODIUS PARK 1001 S. BELMONT FRS DSO RIVERSIDE 2420 RIVERSIDE PKWY FRS PSI S.E.WAY PARK 5624 S.E.COUNTY LINE RD FRS DSI SURVIVE ALIVE 748 MASSECHUSETTS FRS DSI THATCHER 4649 W. VERMONT ST. FRS DSI WATKINS • 2360 MLK ST. FRS DSI IPD WEST DIST 551 N KING FRS DSI C.S.-CENTER 863 MASS.AVE FRS DSI C.S.-FLANNER 2424 DR MLK DR. FRS DS I C.S.-LAWRENCE 4405 MCCOY - • FRS PSI CS.-WAYNE 5401 W.WASHINGTON FRS PSI HOUSING 5INDIANASQ FRS DSI DPW CUST.SCV 151 S.EAST ST. FRS DSI IPD EAST 3120 E.30TH ST. FRS DS I IPD NORTH 4209 N,COLLEGE FRS DS I IED15 3302 PROSPECT FRS DSI GARFIELD POOL 2345 PAGODA DR. FRS DSO ARSON-IFD 17 1147 S.MADISON FRS DS 1 FLEET SERVICES 1651 W.30TH FRS DSI • DECATUR ASSESSOR 5410 S.HIGH SCHOOL RD. FRS DS I LAWRENCE ASSESSOR 4981 N.FRANKLIN RD. • - FRS DSI PIKE ASSESSOR 5665 LAFAYETTE RD FRS DSI WARREN ASSESSOR 501 N.POST RD. FRS PSI WAYNE ASSESSOR 351 TRANSFER DR FRS DS I PERRY ASSESSOR 4925 SHELBY ST. FRS DS I 148 E.MARKET 148 E.MARKET ST. FRS DSI DPW-BELMONT 2700 S.BELMONT ATM DS3 . IPD TA 901 N.POST RD FRS DS I IPD SOUTH DIST 1150 S.SHELBY FRS DSI JUVENILE 2451 N. KEYSTONE AVE FRS DSI ACCESS INDIANA 150 W.MARKET FRS DSI • DPWADMIN 3915E.21STST FRS DSI PROBATION SATELLITE 155 E.MARKET ST.5TH FL. FRS DS I CRIME LAB&C.C. 147 E.MARYLAND FRS DSI ' FAC 233 S.MCCREA FRS PSI IFD HQ 555 N.NEW JERSEY FRS DS I FRANKLIN ASSESSOR 4531 INDEPENDENCE SQ FRS DSI IPD DWNTWN 209 E.ST.JOSEPH FRS DS I DPW•GARAGE 2001 MARTIN LUTHER KING FRS DSI MDTF 777 BATES FRS DS I TOTAL RESPONSE FOR PARKS 5804 CHURCHMAN BYPASS FRS PSI ' MCSD EAGLE CREEK 6057 DELONG ROAD FRS DS I MCSD NORTH ROLL CALL 1605 EAST 86TH STREET FRS - OS 1 MCSD SOUTH ROLL CALL 700 TURTLE CREEK SOUTH DR. FRS DS I • • mosot2ee9 32 AUG-30-2001 10c45 AMERITECH INDPLS. 317 488 3121 P.33/51 SCHEDULE D Product.,Terms and CondWon. The terms and conditions of this Schedule shall govern the sale and installation of equipment, including Software and related documentation(the'Soflware% collectively referred'to hereafter as the'Product'. The terms and conditions set forth in this Schedule D are in addition to the terms and conditions set forth in die General Terms and Conditions of the Agreement. ARTICLE 1 Shiotnent and Delivery 1.1 All shipping, transportation and delivery charges for the Products which are incurred including expedites,shall be paid by Customer, f , 1.2 r Products purchased under this Agreement shall be set forth in Exhibit A. The Products shall be delivered to, ' and installed if applicable, at the site specified in Exhibit 8. Ameritech shall use commercially reasonable efforts to deliver the Products by the delivery date specified in Exhibit B. Customer may, upon written notice to Ameritech no later than ten (10) days prior to delivery, postpone the delivery, Installation or cutover dates specified in Exhibit B one (1) lime. Such postponement shall not exceed thirty (30) days from the originally scheduled delivery, installation or cutover dates and is subject to prim changes as set forth in Article 2.2 below. ARTICLE 2 Price and Payment Terms 2.1 Customer shall pay the Product price, and installation/cutover price set forth In Exhibit A. Ameritech shall invoke Customer upon shipment of the Product. Ameritech may modify the payment terms depending on Customer's credit status. Payment is due upon receipt of invoice. Payments which have not been received within ten (10) days of receipt of invoke thrall be considered past due and may bear a service charge of the lesser of one-half percent(1 'h%)per month or the highest amount allowed by law. 12.1 The Product price and the installationlcufover price set forth herein are not subject to change unless Customer postpones the delivery,installation or cutover dates specified in the Agreement for more than thirty (30)days. in which case the prices will be the greater of the prices listed in the Agreement or the prices in effect on the date of the rescheduled delivery, installation or cutover plus storage charges.if any. 12.2 In the event Customer fails to make any payment when it Is due.Customer shall pay all of Ameritech's costs of collection,including Ameritech's attorneys'fees,in addition to the amounts due. ARTICLE 3 Installation and Cutover 3.1 Ameritech shall obtain all requisite governmental permits, licenses and approvals for the delivery and installation of the Product.Customer shall reimburse Ameritech for all costs and expenses incurred in obtaining or maintaining any necessary easements or right of way. Customer shall provide the proper environment, electrical and telecommunications connections for the Products as specified by Ameritech and as required by the manufacturer's specifications. Customer shall be responsible for the configuration and operation of all Customer owned equipment required for connection of the Products(including installation of the Software). In the event'Ameritech connects the Products or installs the Software on such Customer owned equipment, Ameritech shall not be liable for any damage to Customer owned equipment unless due to Ameritech's sole negligence. 3.2 Customer shall provide Ameritech with at least ten (10)days notice that the premises are ready for Ameritech to begin installation. Ameritech shall not be liable for delays In the Installation of the Products due to Customer's failure to make the premises ready for installation. mnvw.doc© - 33 AUG-30-2001 10:45 AMERITECH INDPLS. 317 488 3121 P.34/51 3.3 Installation costs in excess of the installation charges retorted to In Ex hmit B, including costs due to dratmstances beyond Ameritech's Control, such as ads or omissions of Customer or third parties or other oraumstances referred to in Section 7.4 of the General Terns and Conditions of the Agreement,shaft be borne by Customer. 3A Ameritech shall use oomnercialty reasonable efforts to complete installation and°doves of the Products by the dates specified in Exhibit B. Cutover shall be deemed accomplished upon connection to the telephone network to place and receive cats. Cutover of the Product that is not dependent on the telephone network will occur when the Product is operational. 3.5 Customer is responsible for installing any modems and terminal adapters that are purchased in conjunction with the ROAM service. ARTICLE 4 Safe Work Environment 4.1 , Customer shall provide a safe wok environment for Ameritect's personnel. Customer's obligations indude. but are not limited to: (q notifying Ameritech prior to commencement of any work under this Agreement of any known environmental hazards on.Customers property or at the work site. including, but not limited to,the presence of friable asbestos;(ii)removing or abating.at its expense,the risk posed by any such environmental hazards on Customer's property or at the work site;and(lib adopting,at its expense, any other work site safety measures required by law or deemed reasonably necessary by Ameritech. 4.2 Ameritech shall have the right to suspend performance immediately and/or to pursue any other remedies provided for under this Agreement where Customer fails to comply with these provisions. Customer shall pay any costs incurred as a result of this suspension of performance. Ameritech may terminate this Agreement without liability when any such suspension lasts longer than thirty(30)days. ARTICLE 5 Acceptance 5.1 Customers right to reject the Product if there Is a material nonconformity with the manufacturer's specifications shall expire five(5)days after the date of delivery or,if Ameritech installs the Product,fifteen(15)days after the Installation is completed. If the Product is not accepted by Customer, Customer shall provide written notice to Ameritech specifying the reasons for refection and Ameritech shal have the right to cure, in a reasonable time and manner, any material nonconformity giving rise to such rejection, In the absence of written notice to Ameritech of any material nonconformity within the stated timefames, the Product shall be deemed accepted by Customer. Customer's use of the Product for commercial purposes during the applicable time period shall likewise constitute acceptance of the Product. ARTICLE 4 Tolle and Risk of Loss 6.1 Once the Product is delivered,Customer ben the risk of loss of the Product.Title to the Product remains with Ameritech until the Product is paid in full. Customer shall carry adequate insurance against loss of the Products (adding Ameritech as loss payee) until the lime title is transferred to Customer. Upon request from Ameritech,Customer shall provide evidence,such as insurance certificates.that such coverage is in effect and is appropriate in scope and coverage. ARTICLE 7 Security Interest 7.1 Customer hereby grants to Ameritech and Ameritech thereby reserves a purchase money security interest in the Product until the total purchase price is paid in S. Ameritech is authorized to sign and file such UCC•1 AADS0121L99 34. AUG-30-2001 10:46 AMERITECH INDPLS, 317 488 3121 P.35/51 • financing statements or other documents in such public offices as Ameritech deems appropriate to parka its security interest As long as Ameritech holds a security Interest Customer shalt (I) maintain the Product in good operating condition in accordance wits the manufacturers specifications;and (7 keep the Product free from liens and encumbrances of all kinds; ARTICLE Software and Other Information 8,1 Software and related documentation owned by Ameritech and/or its suppliers) for use with the Product shall remain the property'of Amer tech and/or its supplier(s).Ameritech hereby grants Customer a nontransferable and nonexclusive license to use,in the United States,the Softwaire for the useful life of the ProdUct for which it was furnished,subject to the following conditions: p) It shall be used by Customer only to install, operate or maintain the particular Product for which the Software was initially furnished; u It shall be used only for Customer's internal business purposes. (iii) It shall not be reproduced or copied, in whole or in part, except as necessary for use as authorized herein, nor shall l be disassembled, reverse engineered or de-compiled. However, Customer may make a back-up copy of the Software for archival purposes. (iv) It shall, together with all copies thereof, be returned promptly to Ameritech or destroyed, or if in the form of software recorded on an erasable storage medium, be erased when no longer needed or permitted for use with the Product for which it was initially furnished; (v) It shall not be sublicensed, assigned or transferred by Customer without the prior written Consent of Ameritech and/or its supplier(s). Any attempted sublicense. assignment or transfer without such consent shall be void;and (vi) Customer shall ensure that its employees and users of Software (a) comply with the terms and conditions set forth in this ARide 8.1, and (b) do not alter, decompile, disassemble or reverse engineer the Software or permit induce or assist any other party to do so. 8.2 The Software shall be treated in confidence by Customer. Customer shall implement sufficient security measures to protect the Software from unauthorized disclosure. 8.3 Customer shall execute and deliver to Ameritech any sublicense agreernent(s) which are required by Ameritech and/or Ameritedh's suppliers. 8.4 The Software may be disclosed to other persons solely for the purpose of installing, operating or maintaining the particular Product for which it was furnished, provided such other persons agree in writing prior to disclosure to the same conditions respecting ownership, use and confidentially as contained in this Artide 8 and Ameritech Is furnished with a copy of such writing. ARTICLE 9 Intellectual Property Indemnity. 12.1 Ameritech will defend,indemnify and hold harmless the Customer,its corporate affiliates and their officers. employees and agents from and against any claims that may result by reason of any alleged violation, infringement or misappropriation of a United States patent,trade secret,trademark,trade dress,copyright or other proprietary right based on Customers use of the Product(including the receipt of any services) provided under this Agreement Notwithstanding the foregoing.Ameritech shall have no obligation to mosoh2rg° 35 RUG-30-2001 10k46 MEP ITECH INDPLS. 317 488 3121 P.36751 indemnify or defend Customer for,or to pay any tops,damages or attorneys'fees related to any Claim based upon(i)Products developed based on wrilteen specifications of the Customer;or Q0 use of the Products In a configuration other than implemented or approved in writing by Ameritech,Inducting,but not United to,any modification ation of the Products by Customer;or QI)the combination,operation or use of the . . Products with equipment or software not supplied by Ameritech under this Agreement. 12.2 Customer shall promptly notify Ameritech of any Claim of infringement,violation or misappropriation for which Ameritech may be responsible under Section 9A above and shall cooperate with Ameritech to facilitate the defense or settlement of such Claim. Ameritech shag keep Customer reasonably apprised of the continuing status of the Claim,including any lawsuit resulting therefrom,and shall permit Customer,at its expense.to paNcipate in the defense or settlement of such Claim,although Ameritech shall have final authority regarding defense and settlement. Subject to the other provisions of this Section,if use of the Product is prevented or appears likely to be prevented by court order or settlement resulting from any such Claim,Ameritech shall,at its expense,either.(t)by license or release from claim of infringement or misappropriation,procure for Customer the right to continue using the Product;00 mod'Rf the Product so that it is functionally equivalent to the original Product but is no longer subject to a Claim of violation, fr infringement Or misappropriation;or Qi0 buy back the Product at Customer's net book value. THIS ARTICLE 9 STATES THE ENTIRE LIABILITY OF AMERITECH WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY BY THE PRODUCT(INCLUDING THE SOFTWARE REFERRED TO IN ARTICLE 8) PROVIDED UNDER THIS AGREEMENT. ARTICLE 10 Warranty and Warranty Exclusions 10.1 The'Warranty Period'for Product shall be as set forth in Exhibit A. Ameritech warrants it has the legal right to sell the Product to Customer. Ameritech further warrants that during the Warranty Period, the Product shall materially conform to the manufacturer's published specifications. In the event of a material defect during the Warranty Period, Customer's sole remedy shall be as set fonh in the manufacturer's standard warranty and such remedy shaN be performed by the manufacturer. 12.1 Ameritech warrants that all services shall be performed in a safe,good and workmanlike manner and that the services. including related materials, shall materially conform to the specifications furnished to Customer by Ameritech and shag be free from material defects. 12.2 Year 2000 Limited Warranty for Products. To the extent that any manufacturer or other third party supplier(the 'Manufacturer warrants a Product to Ameritech as having Year 2000 Functionality, as defined below, in accordance with the Manufacturer's specifications, Ameritech shall warrant to Customer that the Product(s) provided hereunder are Year 2000 functional during the longer of the Warranty Period or December 31,2000. Although manufacturers may use various terminology to describe Year 2000 functionality of the Product, for purposes of this Agreement. 'Year 2000 Functionality' shall mean the year 2000 date processing and manipulation capabilities as defined and interpreted by the Manufacturer in its specifications for the Product and shall be referred to herein as the Year 2000 Limited Warranty. Ameritech will promptly correct and replace arty Product which is in breach of this Year 2000 Limited Warranty. If Ameritech is unable to correct or replace the nonconforming Product as set forth in this Year 2000 Limited Warranty.Ameritech shall provide a refund,if any,in accordance with the Manufacturer's policy. Ameritech makes no Year 2000 United Warranty regarding any Product where the Manufacturer does not provide a Year 2000 Limited Warranty to Ameritech. In such instance, Customer shall be responsible for all charges associated with any correction or repair of a Product, including any replacement products, parts, components,systems, software releases, updates or upgrades and associated labor,which results in Product functionality which exceeds that expressly provided in the Manufacturers' spedficadons at the time such Product was installed(including Year 2000 Functionality), 10.4 In addition to any other limitations or disclaimers herein,the warranties provided above do not cover damages. defects,malfunctions or failures caused by Customer or by third parties,or by other events outside Ameritech's reasonable control such as power failure or surges,lightning,fire flood and accident. With respect to the Year 2000 Limited Warranty above, it shall not apply to the extent that any Product (inducting Software) was purchased, licensed, leased or otherwise provided to Customer for a third party or similarly acquired by )uuosouros 36 RUG-30-2001 10:46 AMERITECH INDPLS. 317 488 3121 P.37/51 • e Ameritech from a rnwMacWror or supplier where such manger or supplier has not provided Ameritech with a similar Year 2000 Limited Warranty. • 10.5 Owing the warranty period, any change in the location of the Products must be performed by Ameritech at Customer's expense. • 10,6 After the Warranty Period,Ameritech shall provide maintenance for the Product as set forth in Exhibit A. 10.7 EXCEPT AS SET. FORTH IN THIS AGREEMENT, AMERITECH MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO. THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,REGARDING THE PRODUCTS. ARTICLE 11 Assignment • 12.1 To the extent permitted by this Agreement, in the event Customer transfers, resells, assigns or otherwise coveys any Product(s)provided by Ameritechunder this Agreement to any third party,it shall obtain from such third party limitations of nobility and indemnities substantially similar to those set forth In this Agreement,which shall extend to Ameritech comparable limitations of liability and Indemnities as a third party beneficiary of Customers agreements with such third party. In no event shall Ameritech be liable to Customer for any damage claims which.could have been avoided by incorporation of such limitations of liabilities and indemnities in Customer's agreement with such third party. 12,2 Customer shall have the option to assign this Agreement to a third party for the purpose of leasing the Product(s)from such third party(hereinafter referred to as'Lessor)with Ameritec h's prior approval. Customer shall be Lessors guarantor in connection with payments under this Agreement Accordingly, Customer shall make an payments due under the Agreement to Ameritech if Lessor fails to do so. Except as set forth above, Customer.shall not be relieved of any of its obligations under this Agreement. ARTICLE 12 12.1 If Customer cancels, in whole or in pan. any Product ordered herein prior to the date of shipment of the Product. Customer shall pay as liquidated damages,and not as a penalty,an amount equal to twenty percent (20%) of the total purchase price of the Product canceled or the manufacturer's order cancellation fee. whichever is less. Once the Product is shipped to.Customer,the Product may not be canceled. ARTICLE 13 General 13.1 The Product(s)may not be exported. eatsohaess 37 AUG-30-2001 10:47 AMERITECH INDPLS. 317 488 3121 P.38/51 r • F , SCHEDULE E - .Cisco Switch C RouterConeguntlons (with Future Nosing) Cisco 1604 Confluuratlon Customer Premises Equipment List Customer Qty Product Nut Descd$lon Price Price I USW1E61 1604 Router S 1,095.00 $ 766.50 1 SF160BP-11.3.9T 1600 Sat ICS IP/IPX Pius $ 1,203.00 S 840.00 1 WIC-IDSU-56K4 WAN Intake Card with DST)for a 56K comas $ 700.00 $ 490.00 1 , 'ME M1600-4U12FC FLASH memory upgrade from 4mb to l2rrb $ 700.09 $ 490.00 1 MEM1600-2U4D DRAMmtmoty upgrade from2mbto 4mb $ 250.00 S 175.00 Total: $ 2,761.50 0750/24 it 3 : SOO Maintenance .. Customer Qty • • Number Dscriptioo Price CON-SNI-160X - SnwtNet Maintenance(3year puce r.rr' , `•n • Cisco 1604 Unmade Conflauration' Customer Premises Equipment List Customer Qty Product Number Descriptioo Price Price 1 WIC-liNSU-11 VRfInterface Card w th DSU for a T1 corn $ 1,000.00 $. 700.00 1 MEry l600-2U6D DRAM rmrray upgrade frorn 2rrb to 6rrb . $ 400.00 $ 280.00 1 MEM1600-4U12F'C FLASH rnernay tigrade from4nt to 12nt $ 700.00 $ 490.00 10—Ita : S I,470.011 awsoueao 38 RUG-30-2001 10:47 AMERITECH INDPLS. 317 488 3121 P.39/S1 . Cisco 28t0 Confirmation Customer Premises Equipment List Customer Qty Product Number Description Puce Price I C1S0.32610 - Fllremet Hour Raga vdt3s ICIS IP Sottw $ _1,595.00--$ _ 1,396.50 1 WIGIDSU-TI 1-Port T1/Frmtiocel T1 DSU/CSU WAN Iaafa $ 1,000.00 $ 700A0 I S26BP-12.0.3 Cisco 2600 Series IC16IP/IPX/AT/DEC PLUS $ 1,100.00 $ 770.00 1 MD CG00-24U32D 24 to 32MB DRAM Factory Upgrade for the C is $ 700.00 $ 490.00 Total: $ 3,356.50 Maintenance . List Customer Qty Produd Number Description Price Price 3 CONWI-26XX Civco ROCK SMARfrEiMaatenonce $ 392.00 $ 987.84 Cisco 7202 Conlauration Customer Premises Equipment List Customer Qty Product Number Description Price Price QSC07202-A3-13 C7202 Bun*via13 Port Adapt.,P/S,NPE $ 16,250.00 $ 11,375.00 1 SF 202A 11.1.22R Cisco 7202 Deslaop1BM to Enterprise Fenure 1 $ 2,000.00 $ 1,400.00 l MEM-NPE 128MB Cam 7200 NPE 12SMB DRAM Upgrade Kit $ 1.800.00 $ 1.260.00 1 PA FE DC 1-Port Fast Ethernet 100BaseTx Port Adapter $ 2,500.00 $ 1,750.00 I PWR 7200'2 Cisco 7200 Dud AC Po a Supply Option 280 $ 3.000.00 $ 2,103.00 Total: $ 17,885.00 Maintenance List Customer Qty Product Number Description Price Price 3 CON.SM-72t12 SMARTnn Service,Qsoo 7202 $ 2,183.00 $ 5,50L16 MDSDl29es 39 AUG-30-2001 10:4? AMERITECH INDPL5. 317 488 3121 P.40/51 Cisco 550$Bonds Ccnfduradon Customer Pnttes Equipment List Customer Qty Product Number Description Price Price 1 VvSt.5504-53-125- WSC5509(las,!Callow SWrg Sup 3,AC P/S S 16,995,00 S 11,6E6,50 1 W5-055182 Catalyst 5509 second AC Power Supply $ 2,995.0D $ 2,095.50 1 SFCSC GSUP3-4.3.1 Catalyst 5000 Supervi9or3 Flash Image re14.3 S - $ - 1 WS-U5534-QESX Dual-Port1000Ba9eSX Uplink Module Sup-3 $ 3,995.00 $ 2,7%,50 2 WS-X5201R 100Ba9eFXRedd:oneS%Mtching $ 9,995A0 $ 13,993.00 3 WS-X5225R ' 24 Port 10/100TX Bac/Moue Switching $ 4,995.0) $ 10,489.50 1 11,l5-X5302 Catalyst 5000 Route Switch Module $ 19,995.00 $ 13,996,50 SFC513-1 I.2.l7P Casco IOS Cat RSM IP/!PX/AT/DahNet Feature $ 2,000.00 $ 1,400.00 Total S 56,668.50 Maintenance List Customer Qty Product Number Description Price Price 3 CoP4SNT V SlvfARTuet Sesvxe,CSsco 5509 $ 4,030.00 S 10,080.00 • MOS972999 40 RUG-30-2001 1O:48 AMERITECH INDPLS. 317 488 3121 P.45/5i SCHEDULE F Maintenance Coverage Basle Network Service TERMS AND CONDITIONS The terms and conditions set forth in this Schedule shall govern the Platinum Service Plan, Managed Router Service and SNA Solutions provided by Ameritech. These terms and conditions are in addition to the tens and conditions set forth in the Agreement 1. Customer's Responsibilities. Throughout the term of this Agreement,Customer shall: (a) Provide the proper equipment environment, electrical connections and telecommunications connections as specified by Ameritech and/or the equipment manufacturer(s). (b) Provide access to the equipment sufficient to enable Ameritech to perform its maintenance obligations hereunder. (e) Provide adequate work space for Ameritech's personnel. (d) Comply with all applicable laws,codes,ordinances and regulations. (e) Supply a remote access port where requested by Ameritech to include necessary hardware and public switched network access at no cost to Ameritech. () Designate at least two indndduals who shall be responsible for directing all performance related inquiries to Ameritech. (g) Upon reporting a problem to Ameritech,Customer shag provide an of the following information to the Ameritech Network Management Center(NMC'): n Customer Name n Circuit 10 Number )i) Location of the Problem (iv) Street address for problem site and site access instructions (v) Local contact Information(name,phone#,pager fi) (v1) Description of the problem including DLCI for Frame Relay 2. Additional Services. Upon Customer's request, Ameritech shall provide the following additional services: (a) On she spares shall be provided at Ameritech's then prevailing prices, (b) On-site network consulting. Such consulting may include analysis of Customer's network design, network implementation and/or network performance. Ameritech shall provide such services at Ameritech's rates set forth in Schedule B. 3. Maintenance Not Covered. This Agreement does not cover maintenance required to repair damages, malfunctions or service failures caused by: (a) Customer's failure to follow Ameritech's or manufacturers installation, operation or maintenance instructions or faiure to observe its obligations under this Agreement; (b) Customers or a third patty's unauthorized modifications to or relocation of the equipment; (c) Customer's or a third patty's abuse. damage, misuse, negligence or operator error with respect to the equipment;and (d) Any force majeure conditions, including but not limited to power failures, lightning, storm damage,stripes,and labor disputes or causes beyond Ameritech's reasonable control. In the event Customer notifies Ameritech of a problem and Ameritech reasonably determines that the problem was not caused by the equipment maintained herein,Customer agrees to pay for the services rendered by Ameritech at Ameritech's then prevailing rates, sm/OO-IN-40164 AUG-30-2001 10:48 - AMERITECH INDPLS. 317 488 3121 P.46/51 Description of Ameritech Managed Router Service If Customer is purchasing Ameritech Managed Router Service,Schedule G must also be completed and attached to this Agreement. Ameritech Managed Router Service 1. Managed Router Service is only available in conjunction with Ameritech's Frame Relay,SMDS, ATM or Private Line Services(DS1/DS3). 2. Ameritech shall provide maintenance services, including parts and labor, on-site technical support, Software configuration, Software updates and network monitoring Cr Customer's equipment supports network monitoring)for Customer's equipment. 3. Ongoing Software configuration will be included in the Service. including changes in addresses, protocols, filtering and traffic prioritization. Ameritech will make a commercially reasonable effort to r complete configuration changes within seventy-two (72) hours of obtaining relevant information from Customer. It Customers request impacts the existing network design such that reengineering is required, the timeframe for completion of Customer's request shall be negotiated between Ameritech and Customer. a, Ameritech shall provide Software updates which shall correct known problems. Upon Customer's request, Ameritech shall provide Software updates which provide Customer new feature enhancements. Upgrades for feature enhancements will be limited to two per calendar year with Managed Router Service. Additional enhancement upgrades will be available at the rates set forth in Schedule B. 5. Ameritech's maintenance services shall include any remedial maintenance required by the equipment. Replacement parts may be new or equivalent to new in performance. 6. Customer can request maintenance services twenty-four(24) hours a day,seven(7) days a week by calling Ameritech's Network Management Center ("NMC' . When Customer reports a problem, Ameritech shall use commercially reasonable efforts to initiate problem resolution procedures within thirty (30) minutes after notification by Customer. It is Ameritech's intention to resolve Customers problems within an average of four (4) hours, although actual restoration time will vary. If all or a portion of the Service fails to perform as set forth in the Agreement.Ameritech shall promptly take all reasonable actions to establish or restore the Service. If the Service fails to so perform in its entirety for more than twenty-four(24)hours and such failure is caused by Ameritech.Customer shall be entitled to a credit in an amount equivalent to the proportional charge to Customer for the period the Service was unavailable. The remedies in this Section are Customers sole remedies for the failure of all or a portion of the Service to perform as set forth in this Agreement 7. As set forth above,Ameritech shall provide network monitoring of Customer's equipment, twenty-four (24)hours per day,seven (7) days per week. Ameritech's NMC shall monitor Customers equipment through the use of industry standard management platforms. Customer shall be responsible for the connection to the NMC. Ameritech shall retain ownership of IP addresses used for monitoring purls. 8. The maintenance fees specified herein include all the foregoing maintenance services performed twenty-four(24)hours per day,seven(7)days per week. Service performed outside of the scope of this Agreement will be charged on a per occurrence basis at the hourly rate set forth in Schedule B. 9. The point of demarcation between Ameritech responsibility and Customer responsibility for network management and maintenance is Customer provided equipment(router or PAD). Ameritech is responsible(or providing the router software configuration information. 10. Included in the Managed Router price are two software enhancements per year,two routed protocols at the time of installation,and general software configuration changes. Reengineering of Customer network due to request of additional protocol changes.end-user application changes. etc. which require extensive traffic analysis and design engineering recommendations will be evaluated. sm/00-1N.40164 AUG-30-2001 10:49 AMER ITECH INDPLS. 317 488 3121 P.47/51 11. Managed Router Service supported equipment is restricted to the following Ameritech Approved Products: 1 1720 10/100 BeseT modular router with 2 WAN slots and Cisco IOS IP SW 1 Si 7C•12.0.5T Cisco 1700 series IOS IP 1 CAB Power Cord 1 WIC-1Osu-T1 1 port T1/frac T1 DSU/CSU WAN Interface Card 12. Customer shall receive NETResults network performance reports on a weekly basis. Reports shall ;be provided in a color,graphical format via a World Wide Web site. Report content includes Managed Router Service access circuits (UNI or SNI). Customer may elect to upgrade NETResults service at Ameritech's then prevailing rates set forth in Schedule G. 13. Work performed outside the scope of this description will be charged at the appropriate rates set forth in Schedule B. r , srn100•IN.40164 AUG-30-2001 10 49 AMERITECH INDPLS. 317 488 3121 P.48/51 DESCRIPTION OF BASIC NETWORK PLATINUM SERVICE PLAN 1. Ameritech shall provide, maintenance services, including pans and labor, on-site technical support, software updates and network monitoring Of Customer's equipment supports network monitoring). 2. On-going Software configuration changes will be charged at the appropriate rate set forth in Schedule B. Customer is responsble for maintaINng software configuration records, 3. Ameritech can provide Software updates which shall correct known problems. Upon Customer's request, Ameritech shall provide Software updates which provide Customer new feature enhancements,at the rates set forth in Schedule B. 4. Ameritech's maintenance services shall include any remedial maintenance required by the equipment. Replacement parts may be new or equivalent to new in performance. 5. Customer may request maintenance services twenty-four(24)hours a day,seven (7)days a week by calling Ameritech's Network Management Center ('NMC"). When Customer reports a problem , Ameritech shall use commercial reasonable efforts to initiateproblem resolution� commercially procedures within thirty (30) minutes after notification by Customer. It is Ameritech's intention to resolve Customers problems within an average of four (4) hours, although actual restoration time shall vary. If all or a • portion of the Service fails to perform as set forth In Section 12 of the Agreement, Ameritech shad promptly take all reasonable actions to establish or restore the Service. If the Service fails to so perform in its entirety for more than twenty-four(24) hours and such failure is caused by Ameritech, Customer shall be entitled to a credit in an amount equivalent to the proportional charge to Customer for the period the Service was unavailable. The remedies in this Section are Customer's sole remedies for the failure of all or a portion of the Service to perform as set forth in this Agreement. 6. As set forth above, Ameritech shall provide network monitoring of Customer's equipment, twenty-four (24) hours per day, seven (7) days per week. Ameritech's NMC shall monitor Customer's network activity through the use of industry standard management platforms. Customer shall be responsible for the connection to the NMC. 7. The maintenance fees specified herein include all the foregoing maintenance services performed twenty-four(24) hours per day, seven (7) days per week, Service performed outside of the scope of this Agreement will be charged on a per occurrence basis at the hourly rate set forth in Schedule B. 8. The point of demarcation between Ameritech responsibility and Customer responsibility for network management and maintenance is Customer provided equipment(router or FRAD). Customer is responsible for providing the router software configuration information, 8. All Customer equipment must be approved Ameritech products. 10. All Customer sites must be on Platinum Maintenance with Ameritech Bundled Service offerings. 11. Work performed outside the scope of this description will be charged at the appropriate rates set forth in Schedule B. sm/00-IN-40164 AUG-30-2001. 10:49 AMERITECH INDPLS. 317 488 3121 P.49/51 Description of Ameritech SNA Solutions If Customer is purchasing Ameritech SNA Solutions.Schedule G must also be completed and attached to this Agreement. Ameritech SNA Solutions 1. SNA Solutions is only available in conjunction with Ameritech's Frame Relay or SMDS. 2. Ameritech shall provide maintenance services, including parts and labor, on-site technical support, Software configuration, Software updates and network monitoring (if Customer's equipment supports network monitoring)for Customer's equipment. 3. Ongoing Software configuration will be included in the Service, including changes in addresses, ' protocols. filtering and traffic prioritization. Ameritech will make a commercially reasonable effort to complete configuration changes within seventy-two (72) hours of obtaining relevant information from Customer. If Customer's request impacts the existing network design such that reengineering is required, the limeframe for completion of Customer's request shall be negotiated between Ameritech and Customer. 4. Ameritech shall provide Software updates which shall correct known problems. Upon Customers request. Ameritech shall provide Software updates which provide Customer new feature enhancements. Upgrades for feature enhancements will be limited to two per calendar year with SNA Solutions. Additional enhancement upgrades will be available at the rates set forth in Schedule B. 5. Ameritect's maintenance services shall include any remedial maintenance required by the equipment Replacement parts may be new Or equivalent to new in performance. 6, Customer can request maintenance services twenty-four(24)hours a day,seven (7)days a week by calling Ameritech's Network Management Center ('NMCD. When Customer reports a problem. Ameritech shall use commercially reasonable efforts to initiate problem resolution procedures within thirty (30) minutes after notification by Customer. It is Ameritech's intention to resolve Customers problems within an average of four (4) hours, although actual restoration time will vary. If all or a portion of the Service fails to perform as set forth In the Agreement,Ameritech shall promptly take all reasonable actions to establish or restore the Service, lithe Service faits to so perform in its entirety for more than twenty-four(24)hours and such failure is caused by Ameritech, Customer shall be entitled to a credit in an amount equivalent to the proportional charge to Customer for the period the Service was unavailable, The remedies in this Section are Customers sole remedies for the failure of all or a portion of the Service to perform as set forth in this Agreement. 7. As set forth above,Ameritech shall provide network monitoring of Customers equipment, twenty-four (24)hours per day, seven(7)days per week. Ameritech's NMC shall monitor Customer's equipment, through the use of industry standard management platforms. Customer shall be responsible for the connection to the NMC. Ameritech shall retain ownership of IP addresses used for monitoring purposes, 8, The maintenance fees specified herein include all the foregoing maintenance services performed twenty-four(24)hours per day,seven(7)days per week. Service performed outside of the scope of this Agreement will be charged on a per occurrence basis at the hourly rate set forth in Schedule B. 9. The point of demarcation between Ameritech responsibility and Customer responsibility for network management and maintenance is Customer provided equipment(router or FRAD). Ameritech is responsible for providing the router software configuration information. 10. Included in the SNA Solutions price are two software enhancements per year,two routed protocols at the time of installation,and general software configuration changes. Reengineering of Customer network due to request of additional protocol changes.end-user application changes, etc. which require extensive traffic analysis and design engineering recommendations will be evaluated. sm/00•IN-40164 AUG-30-2001 10>50 AMERITECH INDPLS, 31? 4BB 3121 P.50/S1 11. SNA Solutions supported equipment is rest idad to the following Ameritech Approved Products; Bay Networks- AN,ANH,ASN,BLN, BCN series routers Cisco-2500 4000,7000,and Catalyst series routers Motorola-Vanguard and MP Router famiffes of FRADS Sync Research-Frame node and conversion node families of FRADS 12. Customer shall receive NETResults network performance reports on a weekly basis. Reports shall be provided in a color,graphical format via a World Wide Web site. Report content includes SNA Solutions access circuits(UNI or SNI). Customer may elect to upgrade NETResults service at Ameritech's then prevailing rates set forth in Schedule G. 13. ,Work performed outside the scope of this description will be charged at the appropriate rates set forth in Schedule B.` ` • sm/0O-IN-40164 AUG-30-2001 10:50 AMERITECH INDPLS. 317 488 3121 P.51/51 SCHEDULE G NETReaults Network Performance Report Explanation of Configuration Information Terrns 1. Element Name-This is the descriptive name of the element that will be reported on,UNI/PVC. The element name is 30 characters. The first 6 characters are used to denote the customer name. This customer name abbreviation is supplied by the Network Performance Engineer. The following 20 characters of the element name should be supplied by the SE/DE or Data Solutions Consultant, typically this part of the name Indicates additional information about the element,e.g.location, speed,or type of element. The last 4 characters are reserved for use by the Network Performance Engineer. 2. IP Address-This is the IP Address of the CPE(router or FRAD),from which the element to be reported on originates. IP addresses are administered by the NMS Support Group. Customers must have valid InterNIC IP addressee on the WAN interfaces of their routers. The SE/DE or Data Solutions Consultant should work with the NMS Support Group to obtain valid IP addresses for the CPE. 3. CommunityString-This is the read-only community string for the CPE(router or FRAD),from which the 'element to be reported on originates. For Managed Services customers the community string is administered by the NMS Support Group. For non-managed customers the community wing is administered by the customer. The SE/DE or Data Solutions Consultant should work with the NMS Support Group or the customer,as appropriate,to obtain this information. 4, AADS Router Name-This is the name of the NMS Support Group router to which the CPE(router or FRAD)connects. This information is available from the NMS Support Group 5. AADS Router IP Address-This is the IP Address of the NMS Support Group router to which the CPE (router or FRAD)connects. This information is available from the NMS Support Group. 6. Type-Indicate whether the element is a UNI or PVC. 7. Speed/CIR-Indicate the speed or CIR(committed information rate)of the element. If the CIR is set to zero,enter the port speed. 8. IP Interface(index)-If the element is a UNI,indicate the interface number,otherwise leave blank. 9. PVC Number-If the element is a PVC,indicate the PVC number,otherwise leave blank. 10. NMS. Indicate the Network.Management System that is used to monitor this element. This information is available from the NMS Support Group. sm/00-IN-40164 TnTor P ci