SBC Ameritech Centrex/StreetCITY OF CARMEL
SBC AMERITECH CENTREX
Quick Quote
INDIANA
Date: 02/09/04
Contract Period:
Total # Lines: 15
36
Salesperson: JOHN WIDAU
Phone: 317-488-3264
INSTALLATION CHARGES
USOC LINE ITEM
1. SEPB1 SERVICE ESTABLISHMENT CHARGE - 1-25 LINES
2. NRSX1 INTERCOM ACCESS - 1-20 LINES
3. NRSX1 INTERCOM ICB
4. CKC COMMON EQUIPMENT ICB
5. SERVICE REQUEST CHARGE
6. RJ21X RJ21X JACK (MINIATURE RIBBON)
QTY EACH TOTAL
1 $910.00 $910.00
15 $34.00 $510.00
15 $-34.00 $-510.00
1 $-910.00 $-910.00
t $39.00 $39.00
1 $87.10 $87.10
TOTAL INSTALLATION CHARGES:
$126.10
MONTHLY CHARGES
USOC LINE ITEM
QTY EACH TOTAL
1. CKC COMMON EQUIPMENT CHARGE
2. NRSX1 INTERCOM ACCESS - 1-20 LINES
3. NRSX1 INTERCOM ICB
4. EXCHA~NGE ACCESS - ERC 3 - 1-54 LINES
5. 9ZR FEDERAL ACCESS CHARGE
6. ANL DUAL PANTY RELAY SERVICE - 1-54 LINES
7. 9PZLX FEDER3LL LrNIVERSAL SERVICE FEE
8. E911 CHARGE
9. LONG TERM NO. PORT
1 $27.50 $27.50
15 $14.50 $217.50
15 $-4.50 $-67.50
15 $10.50 $157.50
3 $5.53 $18.59
15 $0.01 $0.15
15 $0.14 $2.10
3 $0.69 $2.07
15 $0.28 $4.20
TOTAL MONTHLY CHAROES: $360.11
MOTE: APPLICABLE TAXES, TECHNICIAN PREMISES VISIT CHA/IGE ($85.00}, A-ND LABOR AND MAINTENANCE
CHARGES (APPX. $100.00 PER HOUR/NON-PREMIUM TIME) NOT INCLUDED IN QUOTE.
THIS QUOTE DOES NOT CONSTITUTE A BINDING CONTRACT AND IS VALID FOR 30 DAYS FROM DATE OF QUOTE.
CITY OF CARMEL
ADDENDUM TO ADVANCED CENiREX SERVICE
LETTER OF ELECTION APPROVED AS TO FORM B~
This Addendum attached to and menrporated by reference to the Advanced Centrex Service Letter of Election is entered into b
Business Corrmmnicafiom Services, a division of SBC Global Services, Inc.,/formerly known as Ameritech Information Systems, Inc.),
on behalf Indiana Bell Telephone Company, Incorporated, and City of Carmel/"Cnstomef') pursuant to the regulations as provided in
the Tariff 20 and/or SBC Catalog on file with the Indiana Utility Regulatory Commission.
With this Addendum. SBC agrees m provide an Advanced Centrex Service system with the associated price(s) (as specified below) In
lieu of the SBC Catalog rate for the tneafion of 3400 West 13 la Street, Zionsvfile. IN to the Z1VLtN01DS0 Central Office. The prices
stated herein do not include other applicable charges, including but not limited to, Exchange Access, End User Cormnon Line, E-911,
and Dual Party Relay services. The Contract Service Period shall be th/rty-six (36) months fi:om the date of conversion.
Notwithstanding the above, in the event that any item of service is terminated prior to expiration of the Contract Service Period, a
termination charge will become due in the amount of (i) any Non-Recurring Charges as stated herein that have been waived and (ii) as
stated in the SBC Catalog for ACS for the Contract Service Period stated above.
Custoraer shall not assign or otherwise transfer any rights or obligations with respect to this ACS without prior written consent of SBC,
which shall not be unreasonably withheld or delayed. Any such assigmnent without prior written consent of SBC shall be void. All
other terms end conditions of the Centrex Letter of Election as executed by the parties shall apply. If Customer cancels thia Addendum
prier ro conversion, Customer agrees m pay ro SBC one hundred percent (100%) of SBC's costs incurred through the date of
cancellation. Costs may include, but are not limited to, the non-recovarable cost of any programming, hbor and other associated costs.
All rotes not quoted In this Addendum shall be as set forth in the SBC Catalog, Advanced Cer~ex Service utilizing the thLrty-six (36)
month rote. AliNon-Recunit~g Charges not quoted in this Addendum shall be as set forth in the SBC Catalog.
Centrex Elements Quantity ~ Non-Recurring Non-Recurring Monthly Rate Monthly Rate
Charge~ Each Charge~ Total Each Total
Service Establisbanen~ 1 $910.00 2 $910.00 2 N/A N/A
Corranon Equipment I N/A N/A $ 27.50 $ 27.50
Intercom Access 15 $34.00 ~ $ 510.00 2 $ 10.00 $ 150.00
(1-20 Lines)
Stations which are added shall be coterminous and are subject to termination charges as stated above.
This Non-RecunJng Charge is waived, but is due if the service is terminated prior to the completion of the Contract Service Period.
Customer's signature acknowledges that the signatory is authorized to make the commitments hereunder.
City of Carmel
By:
Printed:
Title:
Date:
Business Communications Services, a division of
SBC Global Service_t,~_~nc., on_behalf of Indiana Bell
Tel¢t~p~ Combated
Printed: Charnette Moore
Con~acttnformation Management
Title:
ate:
36-Month Centrex [City of CamaeI] ~ 1/t 8/04 (sm) R.FD: 19559-I
Approved and Adopted this
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
BY:
day of
~ 200~:
Date:
Mary Annl
Date:
Dear Valued SBC Customer.
Thank you for selecting SBC for your Telecommunication needs. We are delighted
that you have chosen to expand your company's benefits with this SBC agreement.
A copy of the signed term agreement is enclosed for your records.
As alWays, SBC values your business and looks forward to continuously providing
you with innovative and quality telecommunication solutions backed by our service
commitment. You can also expect to receive the world class network reliability and
commitment to excellence you have grown to expect from SBC. Please review your
enclosed contract to verify that the rates and discounts, and business information
therein are correct.
If you have questions, please contact )'our Sales Representative or please call our
SBC Business Communications Services Center at 1-800-480-8088.
Again, thank you for choosing SBC.
Encl. Term Agreement
ADVANCED CENTREX LETTER OF ELECTION AND
LETTER OF AGENCY FOR
City of Carmel
6577
(6/00)
The undersigned customer hereby acknowledges its order for services and equipment sho~vn below. Also shown are the non-recurring
charges, the Variable Term Payment Plan period selected by the customer and the rates applicable to the payment period selected by
the customer. The undersigned also authorizes the Sales Representative designated below to obtain copies of network service and
billing records, and to order and handle negotiations for installation and coordination of network services provided by Indiana Bell
Telephone Co., Inc.
This letter is intended to serve as a written record of the undersigned customer's selection of the indicated rate option now available
under the Centrex Variable Term Payment Plan Tariff. The customer should retain a copy for future reference.
It is understood that the Tariff in all respects controls the terms and conditions under which the service is provided. The payment
option indicated will apply for the time period shown and will not be subject to any Telephone Company initiated rate change during
that time per~od. Any subsequc-nt stations added to the system will be co-terminous now with the original stations, unless otherwise
specified by the customer.
it is understood that upon the expiration of the time period selected (or sooner), the customer may elect to continue with any available
pricing option for any additional term then available under the Tariff. If no additional or renewal payment option is selected, the
service charges will, at the end &the present payment period, revert to the month-to-month rates in effect at that time pursuant to the
Tariff.
In the event that any item of service is canceled prior to installation, or installation is delayed by the customer, or service is terminated
prior to the expiration of the elected term of months, then the applicable cancellation, delay or termination charges will become due as
provided in the Tariff.
Month-to-month charges not associated with the Variable Term Payment Plan are also listed below. These are services and equipment
not under contract and subject to Telephone Company initiated rate change.
In addition, the customer will pay all applicable one-time charges for service establishment, installation and service order work.
SECT1ON A
VARIABLE TERM PAYMENT PLAN (CONTRACT ITEMS)
(VTF~)
VTPP Option Selected: [] Month-to-month XX 36 month [] 60 month [] 84 month
Promo Code (if applicable)
Service/Equipment Quantity Monthly One-Time Charge
Common Equipment 1 $27.50 $0.00
System Service Establishment 1 $ 0.00 $0.00
Intercommunications 15 $150.00 $0.00
SECTION B
The Following Charges Are Not Covered By The VTPP (NON-CONTRACT ITEMS)
Exchange Access 15 $157.50 $0.00
Customer Access Line Charge (CALC)
Federal Access Charge 3 $16.59 $0.00
Dual Par~ Relay Service 15 $0.15 $0.00
Federal Univ Sc~rvice Fee 15 $2.10 $0.00
Egl 1 Charge 3 $2.07 $0.00
Long Term Number Portability 15 $4.20 $0.00
Service Order Processing 1 $0.00 $39.00
R J21X Jack 1 $0.00 $87.10
*Total Centrex Monthly Charges $360.
Customer Na~ Cit of Carmel
Title Date
Address 3400 W. 131st St. City Zionsville, IN
Billing Telephone Number
Total Centrex installation Charges $126.10
Authorized (onetime)
Signature
Date
AD Sales Code
Defer Installation Charges
[] Yes [] No Longth
* These monthly charges are only those related to the Centrex Service. There may be other tariffed charges
associated with the provisioning of your service included on your bill.
Agreement No.
MASTER AGREEMENT
This Master Agreement ("Agreement") between BBC Global Services, Inc., a Delaware corporation with a place of business at One
SBC Plaza, Dallas, Texas 75202, on behalf of certain SBC Affiliates (individually and collectively, "SBC"), and City of Carmel, Indiana,
acting by and through its Board of Public Works and Safety ("Customer"), an Indiana municipal corporation with its principal offices
located at City Hall, One Civic Square, Carmel IN and having a place of business at 3400 W. 131s Street, Zionsville IN, is effective as
of the date last signed below ("Effective Date").
This Agreement consists of this signature page, the Master Agreement Terms and Conditions, the documents listed in the Addendum
and Attachment List, and any documents subsequently signed by SBC and Customer (each individually a "Party"; collectively, the
"Par[les") and incorporated by reference into this Agreement.
The Master Agreement Terms and Conditions shall apply to all Addenda, Attachments, and Orders. Only Customer and the BBC
Affiliate that are the named Parties to an Addendum, Attachment, and/or Order have the rights and responsibilities stated therein. No
Service or Material will be provided under this Agreement until the applicable Addendum is in effect. After the Effective Date, any new
or revised Addenda, Attachments and/or Orders must be signed by the Parties to be valid and enforceable. No Addendum shall be
effective until accepted by the applicable SBC Affiliate.
Notices and similar communications from a Party concerning this Agreement ("Notice") shall be written and delivered to the other Party
(i) in person, (ii) by certified mail, return receipt requested, (iii) by traceable overnight delivery, or (iv) by facsimile, electronically
confirmed and followed immediately by U;S. Mail. Notice shall be delivered to the addresses set forth below or to such other address
as either Party may hereafter establish by Notice. Notice shall be deemed given upon delivery.
To CUstomer:
City Of Carmel - Streets Department
3400 West 131st Street
Zionsville IN 46077
Attention: Todd Luckoski
with a copy to:
City of Carmel, Indiana
City Hall, One Civic Square
Carmel iN 46033
Attn: City Attorney
To BBC:
SBC Global Services Inc.
240 N. Meridian
Indianapolis IN 46204
Attention: Acct Mgr, City of Carmel - Streets Department.
SO AGREED by the Parties' respective authorized signatories:
City of Carmel, Indiana, By and Through its Board of
Public Works and Safety
/
SBC GLOBAL SERVICES, INC.
ON BEHALF OF ITS AFFILIATES
Name:
Title:
"SBC" refers tbC'd~ividually and collectively: The Ohio Bell Telephone Company, an Ohio corporation, Indiana Bell Telephone Company Incorporated,
an Indiana corporation, Illinois Bell Telephone Company, an Illinois corporation, Michigan Bell Telephone Company, a Michigan corporation, Wisconsin
Bell, Inc., a Wisconsin corporation (individually and collectively "Ameritech"); Pacific Bell Telephone Company, a California corporation, Nevada Bell
Telephone Company, a Nevada corporation (individually and collectively "PacBell"); Southwestern Bell Telephone, L.P., a Texas limited partnership
("$wB'r'); The Southern New England Telephone Company, a Connecticut corporation ("$NET"); SBC Intarnet Services, a registered d/b/a of:
Ameritech Interactive Media Services, Inc., a corporation in Illinois, Indiana, Michigan and Ohio, Pacific Bell Internet Services, a corporation in
California and Nevada, SNET Diversified Group, Inc., e Connecticut corporation, and Southwestern Bell Internet Services, a corporation in Arkansas,
MissoUri, Oklahoma and Texas, and a business name in Kansas (by Kansas PUC order) (individually and collectively, "$BC-IS'); $86 DataComm,
Inc., a Delaware corporation, and SBC DataComm, a registered d/b/a of SWBT and PacBell (individually and collectively, "$BC DataOomm"); (i) SBC
Advanced Solutions, Inc., a Delaware corporation and (ii) Ameritech Advanced Data Services of IHinois, Inc., Ameritech Advanced Data Services of
Indiana, Inc., Ameritech Advanced Data Services of Michigan, Inc., Ameritech Advanced Data Services of Ohio, Inc., and Ameritech Advanced Data
Services of Wisconsin, Inc., all Delaware corporations and all using the name SBC Advanced Solutions [(i) and (ii) individually and collectively "$BC-
Asr']; BBC Long Distance, a registered d/b/a of Southwestern Bell Communications Services, Inc., a Delaware corporation; and SNET America, Inc., a
Connecticut corporation.
Master Agreement/sm/l-'18-04 Rev. t 1/18/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authodzed employees of the PaRies only and is not for general distribution within or outside their
companies,
Page 1 of 9
Agreement
Date:
Date:
MASTER AGREEMENT TERMS AND CONDITIONS
I. DEFINITIONS. With respect to regulated Service,
capitalized terms not defined below shall have the
meanings set forth in the applicable state Tariffs or
interstate Guidebooks. Otherwise, the following terms
shall have the following meanings in this Agreement:
1.1 "Affiliate" means a general or limited partnership,
corporation, trust, joint venture, unincorporated
organization, limited liability entity, or other entity (each a
"Person") that contra[s, is controlled by, or is under
common control with such Person. As used here,
"control" means the possession, directly or indirectly,
whether through ownership of voting securities or other
interests, by contract or otherwise.
1.2 "Blocking" means a temporary condition that may be
initiated so that Customer cannot utilize Service.
1.3 "CancellatiOn" occurs when a Party ends any Addenda or
Order for breach by the other Party. Its effect is the same
as that of Termination, except as otherwise provided for
herein, and the canceling Party retains any remedy for
breach of the whole Agreement or any unperformed
balance,
1.4 "Confirmation of Service Order" or "CSO" means an
order to purchase regulated Service under the terms and
conditions of a Tariff. CSOs shall not be considered
Orders under this Agreement.
1.5 "Cutover" for Equipment and/or Licensed Software
occurs when it has been delivered and installed (if
installation is ordered} and operates in accordance with
specifications Stated in the applicable Addendum and/or
SOW. "Cutover" for a regulated Service, however,
occurs when the Service is first installed and available
for Customer's use at any one location.
1.6 "Equipment" means equipment that SBC sells or leases
to Customer or for which SBC provides Professional
Services as provided hereunder.
1.7 "FCC" means the Federal Communications Commission
or any successor agency.
1.8 "Guidebook(s)" means either or both the Voice Product
Reference and Pricing Guidebook or Data Product
Reference and Pricing Guidebook found at SBC's public
Internet site.
1;9 "Hazardous Substance" means any substance or
material that is classified as a hazardous material,
hazardous chemical, hazardous substance, pollutant,
contaminant, or toxic substance under any federal, state,
or local [aw, regulation, or ordinance related to the
pollution or protection of air, ground or surface water,
soil, or other environmental media, occupational health
and safety, or any other environmental or safety hazard.
1.10 "Information" means ideas, discoveries, concepts, know-
how, trade secrets, techniques, designs, specifications,
drawings, sketches, models, manuals, samples, tools,
computer programs, technical information, and other
confidential business, customer, or personal information,
whether provided orally, in writing, electronically, or
otherwise.
1.11 "Licensed Software" means computer programs licensed
by SBC, including but not limited to any hardwired logic
instructions, micro code, and other computer instructions
licensed with or separately from Equipment.
1.12 "Materials" means Equipment and Licensed Software,
modifications, derivative works, updates, and upgrades
thereto, and custom programming and documentation for
the Materials.
1.13 "Order(s}" means a wdttan or electronically transmitted
purchase order for Equipment, Licensed Software, or
Professional Services that references this Agreement, is
signed by Customer's authorized representative, and is
accepted by SBC,
1.14 "Premises" means a facility or location where Materials
will be installed or provided, or Professional Services will
be performed.
1.15 "Price(s)" or "Pricing" means (i) the prices for Materials
and/or Professional Services as set forth in Bill(s) of
Materials and/or Statement(s) of Work; or (ii) the Service
rates and charges set forth in the applicable Tariffs,
Guidebooks, and/or Addenda attached hereto.
1.16 "Professional Service(s)" means the services and/or
work to be performed by SBC pursuant to this
Agreement in connection with the sale or license of
Materials.
1.17 "PSC/PUC" means the state regulatory authority that
regulates telephone companies and the communicaiions
industry, specifically the state Public Service
Commission, Public Utility Commission, or a similar
state agency.
1.18 "Service" means any or all services provided pursuant to
a state Tariff or interstate Guidebook.
1.19 "Statement of Work" or "SOW" means the attached
statement(s) of work and/or other ordering documents
that describe Materials and Professional Services to be
provided pursuant to this Agreement, entitled Statement
Of Work (SOW), Scope Of Work (SCOW), or Pre-
Installation Guide (PIG).
1.20 "Tariff'" means public documents filed by a regulated
telephone company with a PSC/PUC detailing services,
equipment, rates, and charges offered by such regulated
telephone company to potential customers. The term
'`Tariff" may include catalogs in Indiana, Michigan, and
any other state in which SBC files catalogs.
1.21 "Termination" occurs when a Party, pursuant to this
Agreement or applicable laws and regulations, puts an
end to this Agreement, an Addendum, and/or Materials
or Professional Services Order(s) for any reason other
than breach.
1.22 "Warranty Period" means the pedod of time that
Equipment, Licensed Software, or Professional Services
are warranted as stated in an applicable Addendum (or,
Master Agreement/sm/I-18-04 Rev. 11/t8/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Parties only and is not for general distribution within or outside their
companies.
Page 2 of 9
MASTER AGREEMENT
Agreement No. Ol~J~,.c~, OI
if not specified in the Addendum, SBC's published
warranty period or the applicable vendor's warranty at
the time of purchase).
II. TERMS AND CONDITIONS FOR SERVICE
2.1 Limitation on Service. Service is offered subject to the
availability of the necessary systems, facilities, and
equipment. SBC may decline applications for Service to
or from a location where the necessary systems,
facilities, or equipment do not exist. SBC provides its
regulated services for Customer's use pursuant to the
terms and conditions set forth in this Agreement, the
applicable Addendum and SBC's applicable Tariffs.
SBC may discontinue furnishing Service in accordance
with the terms of the applicable Tadffs and/or
Guidebooks.
Use of Service/Ass[qnment. The Service is authorized
for Customer's use only. Customer may use the Service
for any lawful purpose, and Customer shall defend, and
hold harmless SBC from any unlawful use of the Service
by Customer or its users, as provided in the applicable
Tariffs or Guidebooks.
Discontinuance of Service. Service continues to be
provided until discontinued by Customer or SBC, as set
forth in the applicable Addendum, Tadffs or Guidebooks.
When Customer discontinues Service, Customer shall
be liable for the charges and costs set forth in the
applicable Addendum, Tadffs or Guidebooks.
2.4 Customer's Creditworthiness. SBC reserves the right to
require Customer to establish and maintain
creditworthiness to SBC's reasonable satisfaction, as
provided in the applicable Tariffs or Guidebooks.
2.5 Payment and Billing. Customer shall pay SBC the
monthly prices and nonrecurring charges set forth in the
applicable Addendum or Tariff. Except as otherwise
provided in the Applicable Addendum, the prices shall
commence on Cutover of the Service, or, if no
installation is involved, upon the effective date of the
applicable Addendum.
2.6 Applicable Tariff Requlations. in certain cases, SBC is
regulated by rules, regulations, and orders of
PSCs/PUCs, the FCC, and courts with proper
jurisdiction. In the event that this Agreement or any
Addendum, or any part of this Agreement or any
Addendum is subsequently deemed by a PSC/PUC, the
FCC, or court with proper jurisdiction to be in conflict with
any law, rule, regulation, or order, SBC may terminate or
modify any affected Addendum or if all Addenda are
affected, this Agreement, without liability.
Ilk
3.1
TERMS AND CONDITIONS FOR MATERIALS AND
PROFESSIONAL SERVICES.
Orders/Changes to Orders. Purchases shall be made
pursuant to Orders and sent to the address specified by
SBC. Customer may submit a written request to change
an Order ("Change Request") that SBC has previously
accepted. In response to a Change Request, SBC shall
provide Customer with written quotations, including but
not limited to any changes to prices, fees, shipping
dates, Cutover dates, and other terms. The changes
agreed upon by the Parties shall be documented in a
Change Order with a revised Bill of Matsria[s and/or
revised Statement of Work, as applicable. A Change
Order shall be treated as a separate Order. Customer
may use a Change Request to request that SBC
suspend its performance under an Order until such time
as an alternative remedy or course of performance is
secured or agreed upon in wdting by the Parties. SBC
may, however, at its discretion, terminate the applicable
Order and/or Addendum when such suspension lasts
longer than 30 days, and may recover from Customer
the costs associated with such delay or inability to
perform.
3.2 Prices and Charges. Prices and charges for each Order
shall be set forth in the applicable Addendum or firm
price quote. All prices and charges are based on SBC's
standard, published intervals for shipping, planning, or
completion. All firm price quotes shall incorporate the
terms and conditions of this Agreement, including the
applicable Addendum. Provided that a firm price quote is
signed by an authorized representative of each Party,
any provision of a firm price quote that conflicts with this
Agreement shall supersede the comparable provisions of
this Agreement.
3.3 Invoices and Terms of Payment. SBC shall invoice
Customer all amounts due (including transportation and
taxes) for Materials upon shipment. SBC shall invoice
Customer all amounts due for Professional Services
upon completion, unless such Professional Services are
recurring, in which case SBC shall issue a monthly
invoice in advance of performing the Professional
Service. Customer shall pay all invoiced amounts within
45 days after the invoice date.
3.4 Billin~ Disputes. Customer will advise SBC of any billing
discrepancies or disputes about an invoice within 30
business days after receiving the invoice or the amount
of invoice shall be deemed due and payable. SBC may
charge Customer a late payment fee for each overdue
payment as stated in the applicable Addendum or Tadff
(but not to exceed the maximum lawful amount): If
Customer fails to pay billed charges on time, SBC
reserves the right to bill outstanding sums as an advance
payment, progress payment, or other form of security.
Except where specifically prohibited by law or regulation,
SBC may suspend or discontinue providing Professional
Services and Materials if charges billed for them are not
paid on time, and may demand deposits or prepayments
for future business. Additionally, SBC may assign unpaid
late balances to a collection agency for appropriate
action. If legal action is taken to collect on balances due,
to the extent SBC is the prevailing party in such legal
action, Customer agrees to reimburse SBC for all
expenses incurred to recover sums due, including
reasonable attorneys' fees, other legal expenses, and
costs and expenses incurred upon appeal.
3.5 Title and Risk of Loss. SBC shall deliver Materials FOB
shipping point, freight prepaid and charged. Title to
Equipment only, and all risk of loss to Materials, shall
pass to Customer at the time of delivery to the delivery
location specified in the Order and acceptance of such
delivery by Customer. SBC shall retain all right, title, and
interest in Licensed Software and copies thereof. If any
Materials arrive at Customer's destination in a damaged
condition or if the quantity or type of item shipped is not
what was ordered, Customer shall immediately notify
both the common carrier and SBC in writing, Shipping
dates shall be established by SBC as accurately as
conditions permit, but in no event shall SBC be liable for
or assume any obligation for any delays or damage
which may occur in delivery or shipment.
Master AgreernentYsm/1-18-04 Rev. '11/18/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Parties only and is not for general distribution within or outside their companies.
Page 3 of 9
MASTER AGREEMENT
Agreement No. ~ .~r~ .O~.
3.6 Coordination. Customer shall obtain at its own expense
all necessary licenses, easements, permits, and
consents (including landlord's or mortgagee's consents)
in connection with the installation of Materials and
performance of Professional Services, except for permits
SBC must have tn the ordinary course of business.
Customer w[[I schedule and coordinate the work of any
suppliers ahd contmctore working or present at a project
location in a manner that will not interfere with SBC's
performance within the time period specified in the
applicable Order. if Customer fails to prepare the
Premises, provide SBC reasonable access to the
Premises, obtain applicable permits, or provide the
applicable information, supporf, or assistance as
described herein, SBC shall be excused from performing
its obligations until Customer fulfills such requirements.
Relocation of Materials under maintenance service is the
sole responsibility of Customer and may result in
adjustments to response times and the price for
Professional Services.
3.7 Acceptance. Matadals ordered without installation shall
be deemed accepted on the 30th business day after
delivery to Customer or Customer's agent. Customer
may reject any portion of a shipment that does not
conform to manufacturer's specifications within this
period, but Customer must give written notice of
nonconformity to SBC specifying the reason for rejection.
SBC shall cure such nonconformity promptly, in
accordance with the warranty. For Materials ordered with
installation, Customer shall have 30 business days after
installation completion (as defined by the Parties in an
Order or SOW) to test the Materials and deliver to SBC a
signed certificate of acceptance or, alternatively, a
written notification clearly describing the Materials' failure
to meet identified specifications. If Customer does not
deliver a cerfificata of acceptance or written notice of
nonconformity within such time period, the Materials
th
shall be deemed accepted on the 30 business day after
installation. In any event, if Customer places Materials
into commercial service, whether or not revenue is
generated, Customer shall be deemed to have accepted
Materials as well as any related Professional Services.
All other Professional Services shall be deemed
accepted on the 30th business day after completion (with
the definition of completion stated in an Order or SOW),
unless Customer has, prior to the expiration of such 30
business-day period, notified SBC in writing that the
Professional Services did not conform to specifications.
Upon receipt of such notice, SBC shall promptly correct
the nonconformity and notify Customer in writing that the
nonconformity has been corrected.
3.8 installation. Prior to beginning installation or an upgrade,
SBC will submit a service confirmation to Customer
stating the installation start date, Cutover date(s), if
applicable, and any project milestones. Notification of
any delays affecting installation must be communicated
in writing as soon as practical between the Parties.
Installation costs exceeding the installation charges in
the Order and/or SOW that are incurred due to
circumstances beyond SBC's control, such as acts or
omissions of Customer's employees and agents, a Force
Majeure event, or due to Customer's failure to meet its
obligations hereunder, shalt be borne by Customer. If
SBC is unable to begin installation on schedule due ta
Customer's request to delay installation or Customer's
failure to meet the requirements of this Article fil, then
SBC may extend the installation complefion date and/or
Cutover date for a reasonable period of time, at least
equal to the period of such delay, with no liability. If SBC
Master Agreement/sm/I-18-04
is unable to begin installation within 60 days of the
scheduled installation start date, the applicable Order
may, at SBC's discretion, be deemed converfed to an
Order only for the Materials and associated Professional
Services that have been performed, with the portion of
the Order attributed to the delayed installation deemed
cancelled. Customer may reschedule such installation
services by submitting a new Order.
3.9 Grant of License. Upon delivery of Licensed Software,
and subject to the provisions of this Agreement, SBC
grants Customer a personal, nontransferable, non-
exclusive license to use the Licensed Software on or with
the corresponding Equipment (on which Licensed
Software was loaded or designated by SBC to be loaded,
as designated in the Order or SOW) for Customer's own
internal operations in the United States. If the Equipment
on which the Licensed Software is to be loaded becomes
inoperative or is disabled for maintenance by SBC,
Customer may use the Licensed Software temporarily on
a backup processor until the original processor is
restored. Customer shall not reverse engineer,
decompi[e, or disassemble Licensed Software furnished
as object cede or attempt ta generate corresponding
source code, nor shall Customer sublicense or distribute
the Licensed Software. Customer shall not copy
Licensed Software, except for the number of copies
permitted by SBC for backup and archival purposes.
Such permitted copies shall be included in SBC's (or its
licensor's) copyright and proprietary notices. Customer
shall keep written records of the number and location of
such copies and shall provide a copy of such records to
SBC, at SBC's written request. SBC may, at its
discretion, audit Licensed Software to verify compliance
with the license provisions of this Agreement. If
Customer's license is cancelled or terminated, or when
Customer no longer uses the Licensed Software,
Customer shall return or destroy the Licensed Software
and all copies and certify in wrifing to SBC that it has
done so. If the terms of this Agreement differ from the
terms of any license agreement packaged with Licensed
Software, the terms of the license agreement in the
packaged Licensed Software shall govern with respect to
that Licensed Software. SBC's licensors shall be third-
party beneficiaries of this Section with respect to the
Licensed Software.
3.10 Warranties. During the Warranty Period, Licensed
Software developed by SBC shall be free from defects
that materially affect performance in accordance with
specifications, and Professional Services shall be
performed in a workmanlike and professional manner in
conformance with good industry practice in the
community in which the Professional Services are
provided, and in accordance with the requirements of
any applicable Tariffs. With respect to Equipment and
Licensed Software furnished by SBC but manufactured
by its vendors, SBC hereby assigns to Customer, to the
extent permitted, the warranties given to SBC by such
vendor. The Warranty Period for Professional Services
begins on the date of Cutover. If Professional Services
prove not to be performed as warranted during the
applicable Warranty Period, SBC, will correct or re-
perform the Professional Services.
3.11 Disclaimers. SBC makes no warranty with respect to
defective conditions or nonconformities resu[fing from
any of the following: Customer's (or Customer's officers,
agents, or employees) modifications, misuse, neglect,
accident, or abuse; use of consumables; failure of
Customer to apply previously provided, applicable
Rev.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of fha Parges only and is not for general distribution within or outside their companies,
Page4of 9
MASTER AGREEMENT
Agreement No. DJ~(,~ .0~".~
modifications or corrections; or use in a manner not in
accordance with SBC's or its vendors' specifications.
SBC does not warrant that the Equipment or Licensed
Software (including secudty software) shall be
uninterrupted or error free in its operation or shall prevent
third party hacking or access to Customer's networks. In
addition, SBC makes no warranty with respect to
Customer's database errom. THE FOREGOING
WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER EXPRESS OR IMPLIED WARRANTIES
(WHETHER WRITTEN, ORAL, STATUTORY, OR
OTHERWISE) INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE.
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND
SBC'S SOLE OBLIGATION HEREUNDER FOR ANY
LOSS, FAILURE, COST, OR DAMAGE CAUSED BY
OR ARISING FROM ANY MATERIALS OR SERVICES,
WHETHER lin CONTRACT OR IN TORT, SHALL BE
REPAIR, REPLACEMENT, OR CREDIT AS SET
FORTH ABOVE.
3.12 Limitation of Liability. in addition to the limitations stated
in Section 4.14, each Party's entire liability to the other
Party, and the exclusive remedy for damages under this
Article III, shall be as follows: for infringement, the
remedies set forth in Section 3.13, "Indemnity"; for non-
performance of Materials or Professional Services
performed during the Warranty Period, the remedies
stated in Section 3.10, "Warranties"; for tangible property
damage or for bodily injury or death to a person
proximately caused by a Party's negligence or willful
misconduct, the amount of proven, direct damages; and
for any other claims, liability shall be limited to direct
damages that are proven, in an amount not to exceed
the amount of the charges to Customer for the
Professional Services and/or Materials provided to
Customer during the period affected by the mistake,
omission, error, delay, interruption, or defect. Except for
damages for personal injury or death or damages to or
loss of personal property (excluding loss of data or
programming) caused by SBC, SBC's aggregate liability
for all direct damages shall not exceed twice the total
amount paid by Customer under this Article III or, when
the liability arises out of one or more particular Orders or
SOWs, twice the total amount paid by Customer under
those particular Orders or SOWs.
3.13 Indemnity. In the event of any U.S. patent or copyright
infringement claim, SBC, at its expense, will defend
Customer, will reimburse Customer for any costs,
expenses, or attorneys' fees incurred at SBC's written
request or authorization, and will indemnify Customer
against any liability assessed against Customer in a final
judgment. If Customer's use is enjoined, or in SBC's
opinion, is likely to be enjoined or to become subject to
an infringement claim, SBC will, at its expense and
option, procure for Customer a license or other right to
use the Materials, modify the Matadals so that they are
free of the infringement, or replace the subject Materials
with a suitable substitute. If none of the foregoing options
are practical, SBC will remove the enjoined Materials
and refund to Customer any amounts paid to SBC for
them, less a reasonabts charge for any actual pedod of
use by Customer. In no event, however, shall the liability
of SBC to repair, replace, or modify hereunder exceed
twice the amounts paid by Customer to SBC for the
Materials that are the subject of the infringement claim.
SBC shall not be responsible or liable for any
infringement claim to the extent that it: (i) arises from
adherence to design modifications, specifications,
Master A greement/sm/l. ~ 8-04
3.14
3.15
3.16
drawings, or written instructions that SBC is directed by
Customer to follow; (ii) arises from adherence to
instructions to apply Customer's trademark, trade name,
or other company identification; (iii) resides in products
or software not of SBC origin and furnished by Customer
to SBC for use under this Agreement; (iv) relates to a
modification made by Customer of any Materials; or (v)
relates to uses of any Materials provided by SBC in
combination with any other item not furnished directly by
SBC. In the foregoing cases numbered (i) through (v),
Customer agrees to defend and save SBC harmless in
the manner provided above for Customer. SBC shall
indemnify Customer against any claim or threat of claim
brought by a third party on account of injury to or death
of any person or damage to tangible personal or real
property caused solely by SBC's gross negligence or
willful misconduct in the course of SBC's performance
under this Agreement. Likewise, Customer shall
indemnify SBC, its employees, and subcontractors
against any claim or threat of claim brought by a third
party on account of injury to or death of any person or
damage to tangible personal or real property caused
solely by Customer's gross negligence or willful
misconduct in the course of Customer's performance
under this Agreement.
Notice of Claims for Indemnity. Each Pad}' shall give the
other prompt written notice of any infringement claims
and/or other third party claims as described in Section
3.13, above. The indemnifying Party shall have complete
authority to assume the sole defense of such claims,
including appeals, and to settle them. The indemnified
Party shall, upon the indemnifying Party's request and at
the indemnifying Party's expense, furnish all information
and assistance available to the indemnifying Party and
cooperate in every reasonable way to facilitate the
defense or settlement of such claims.
Cancellation of Orders. No Order may be suspended or
canceled by a Party unless: (i) the other Party is in
material breach of or default under such Order, and such
breach or default continues for a period of 30 days after
written Notice by the non-breaching Party; or (ii) any
federal, state, or local governmental agency or regulatory
body or a court or tribunal of competent jurisdiction
renders or enters an order, regulation, or judgment that
restricts or prohibits either Party from continuing or
makes impractical or unduly expensive either Party's
performance. If an Order is cancelled, Customer agrees
to pay SBC for any Materials provided and Professional
Services performed by SBC up to and on the effective
date of Qrder Cancellation, plus, in the event the Order is
cancelled due to other than SBC's breach, any costs or
expenses (including restocking fees, fees paid to
subcontractors and other third party vendors in direct
relation to the cancelled Order) incurred by SBC as a
result of Order Cancellation.
Security Interest. SBC reserves a purchase money
security interest in all Materials, and any proceeds
thereof (the "Co[lataral") until any and all moneys due
SBC under this Agreement are paid in full, including,
without limitation, fees for Prefessional Services, taxes,
and shipping. Customer shall sign appropriate financing
statements and furnish further assurances, as SBC
deems reasonably necessary to establish and perfect a
security interest. SBC may at any time and without
notice to Customer, file in any state or local jurisdiction
such financing statements to perfect its security interest
in the Collateral. This Agreement shall constitute a
security agreement, a copy of which SBC may file in any
Rev. f ~/18/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Parties only and is not for general distribution within or outside their companies.
Page 5 of g
MASTER AGREEMENT
Agreement No. ~..~ .O~. C~
jurisdiction in lieu of a financing statement. Customer
hereby authorizes and irrevocably appoints SBC as its
agent and attorney-in-fact to execute and fits such
financing statements and other documents prepared by
SBC or SBC's designated agent to perfect its security
i~terest. Customer warrants that its legal name, the
address of its principal place of business, and its state of
incorporation are as set forth in the first unnumbered
paragraph of this Agreement. Customer shall promptly
notify SBC of any change in this information.
3.17 Export. The transfer and use of Materials and
performance of Professional Services are subject ta U.S.
export control laws and regulations. Customer agrees
not to use, distdbuta, transmit, or transfer Materials or
technical materials (even if incorporated into other
products) except in compliance with U.S. export control
laws and regulations. Customer agrees to sign written
assurances and other export-related documents as may
be required for SBC to comply with U.S. export control
laws and regulations.
IV. GENERAL TERMS AND CONDITIONS
4.1 Term. This Agreement shall commence on the Effective
Date and continue for a period of 5 years. Each
Addendum shall state its own term; any Addendum with
no stated term shall have a term that runs concurrent
with the Term of the Agreement. If the term of any
Addendum extends beyond the Term of this Agreement,
then the provisions of this Agreement shall survive with
respect to that Addendum until that Addendum expires
or is otherwise terminated. Termination or expiration of
this Agreement shall not excuse a Party from meeting
payment or other obligations that have not been fully
performed for an accepted Order or Addendum.
4.2 Order of Precedence/Regulatory Renuirements. In the
case of an inconsistency or conflict between the terms
and conditions of an applicable Tariff or Guidebook, this
Agreement, and an Addendum, the governing order of
precedence shall be (1) this Agreement, (2) the
applicable Addendum (unless the Addendum specifically
states that Addendum terms shall supersede the terms
and conditions of this Agreement), and (3) the applicable
Tariff or Guidebook. This Agreement and Addenda
attached hereto, or hereafter executed, shall be filed, to
the extent required by law, with and approved by the
appropriate PSC/PUC and/or the FCC. This Agreement
shall at all times be subject to such modifications as a
PSC/PUC and/or the FCC may, from time to time,
require under their respective jurisdictions:
4.3 SBC Responsibilities. SBC personnel shall comply with
Customer's reasonable site and security requirements of
which SBC has received written notice prior to ardval at
the Premises. SBC will maintain its work areas at the
Premises in a neat and orderly condition. SBC shall rely
on all information provided by Customer and shaJl not be
responsible or held liable for any damages or costs that
result from errors or omissions in such information
regarding the Premises.
4.4 Customer Responsibilities. Customer shall allow SBC
reasonable access to the Premises and prepare
Premises as necessary for SBC to perform its
obligations. If access to Premises is unreasonably
denied or unavailable or Premises are not prepared,
standard time and matadal charges wiJ[ apply. SBC shall
not be liable for delays in performance or for costs
incurred by Customer due to Customer's failure to
provide access to or prepare Premises. SBC and/or its
designated subcontractors may store a reasonable
amount of materials, tools, and other items necessary for
the performance of work on the Premises or in such
other secure Iocetion(s) as Customer may designate, at
no charge to SBC. Customer shall take reasonable
precautions to protect and maintain the integrity of any
such items and shall accept delivery of such items
delivered to Customer's Premises when SBC personnel
are not available to accept delivery and place or direct
the placement of such items on the Premises or other
secure location(s). Customer shall provide the proper
electrical and telecommunications connections for the
Equipment as specified by SBC and the manufacturer's
specifications, in the event Customer seeks assistance
from SBC, such assistance may be provided at SBC's
then-current time and materials charges. Customer shall
be responsible for the configuration and operation of all
Customer-owned equipment required for connection of
the Equipment (including installation of Licensed
Software).
4.5 Hazardous Substances. Customer shall provide a
suitable and safe environment for SBC work at the
Premises. Pdor to the commencement of Services,
Customer shall advise SBC of the presence on
Customer's Premises of any Hazardous Substances.
Customer understands and agrees that SBC does not
handle, remove, or dispose of, nor does SBC accept any
liability for, Hazardous Substances on the Premises. If,
during its performance of Professional Services, SBC's
employees, subcontractors, or agents encounter a
Hazardous Substance or other environmental or safety
hazard, SBC may suspend performance under this
Agreement until Customer, at its own expense,
comptstas the clean up and removal of the Hazardous
Substance in accordance with applicable taws or
removes the hazard to SBC's satisfaction. Custamer's
failure to abate a Hazardous Substance or other hazard
within 30 days of SBC's suspension of performance
pursuant to this clause shall constitute a material breach
for which SBC may cancel this Agreement or the
applicable Addendum or Order. Customer shall pay SBC
for any costs, expenses, fines, or penalties incurred by
SBC as a result of the presence of the Hazardous
Substance or other hazard and its suspension of
performance.
4.6 Taxes. Customer shall pay and indemnify SBC against
sales, use, and other taxes (excluding income and
franchise taxes), including any applicable customs and
duties, interest, and penalties imposed upon and paid by
SBC by reason of its assembly, sale, delivery,
installation, or other provision of Materials or
Professional Services under this Agreement. If
applicable law exempts a purchase from a tax, and if
Such law also provides an exemption procedure (i.e. an
exemption-certificate requirement) and Customer
complies with such procedure, SBC shall not collect
such tax during the effective period of such exemption.
Such exemption shall be effective upon receipt by SBC
of the exemption certificate or affidavit confirming
exemption.
4.7 Termination for Convenience. Either Party may terminate
this Agreement or any Addendum, in whole or in part, by
giving the other Party at least 30 days' prior wdtten
notice. Either Party may terminate an Order by giving the
other Party written notice prior to Cutover. In the event
Customer terminates an Order prior to Cutover, then
Customer shall be liable for all expenses reasonably and
MasterAgreement/sm/l-18-04 Rev. 11/18/02
CONFIDENTIAL INFORMATION
This Agreement is for uae by authorized employees of the Par~ies only and is not for general distribution within or outside their companies.
Page 6 of 9
MASTER AGREEMENT
Agreement NO.
4.8
properly incurred by SBC under that Order. Upon any
other Termination, Customer agrees to pay SBC all
amounts due for (i) Professional Services and Materials
provided by SBC up to and including the effective date of
Termination; (ii) non-recoverable costs including, but not
limited to, those amounts paid or due and payable to
third parties as incurred by SBC directly in connection
with the provisioning of such Materials and Professional
Services for Customer; (iii) any restocking fees, in the
event that SBC, at it option, accepts any Materials for
return and restocking; and (iv) any applicable early
termination charges. Payment of all these amounts due
shall constitute full and complete discharge of
Customer's payment obligations upon Termination.
Cancellation for Breach. This Agreement may be ended
immediately by either Party upon written notice to the
other Party if the other Party (i) ceases to carry on
business as a going concern, becomes the object of
voluntary or involuntary bankruptcy or liquidation, or a
receiver is appointed with respect to a substantial part of
its assets, (ii) engages in fraud, criminal conduct, or
willful misconduct, (iii) breaches Section 4.13, "Use of
Confidential Information" or Section 4.14, "Nondisclosure
and Publicity", or (iv) fails to perform or observe a
material term or condition of this Agreement and such
failure is not remedied within 30 days after the
terminating Party has provided written notice to the
breaching Party specifically describing the material
breach.
4.9 Force Maieure. SBC shall not be liable for any failure of
performance hereunder, if such tsilure is due to any
cause or causes beyond SBC's reasonable control. Such
causes shall include, without ]imitation, acts of God, fire,
explosion, vandalism, terrorism, cable cut, storm, or
other similar occurrence, any law order, regulation,
direction, action, or request by the U.S. government or of
any other government, civil, or military authority, national
emergencies, insurrections, riots, wars, strikes, lockouts,
work stoppages, or other labor difficulties, supplier
failures, shortages, breaches, or delays, or preemption
of existing Service to restore Service in compliance with
the FCC's Rules and Regulations, or delays caused by
Customer or Customer's service or equipment vendors
("Force Majeure"). To the extent e Force Majeure event
interferes with SBC's performance of this Agreement,
SBC will be excused from performance during the period
of such interference, provided that SBC uses all
reasonable efforts available to SBC to avoid such Force
Majeure event. If a delaying condition continues more
than 45 business days, Customer or SBC may terminate
the affected Addendum or, if all Addenda are affected,
this Agreement pursuant to this Agreement for services
provided prior to the termination date. This Section shall
not operate to excuse the payment of money.
4.10 Arbitration. A Party alleging a material breach (the
"Moving Party") of this Agreement may initiate arbitration
by giving the other Party a written Arbitration Demand
Notice. The Parties shall jointly select a single arbitrator
who is knowledgeable of the general subject matter. If
the Parties are unable to agree upon an arbitrator within
30 business days of the Arbitration Demand Notice, the
Moving Party may request that the American Arbitration
Association ("AAA") appoint an arbitrator, with the
appointment to be made by the AAA within 15 days of
such application. Arbitration of the dispute shall
commence no later than 90 days after appointment of
the arbitrator and shall be conducted in a location agreed
4.11
4.12
by the Parties, according to the Commercial Arbitration
Rules of the AAA, except as modified herein. The
arbitrator may set time and other limits for the
presentation of each Party's case, memoranda, and
other submissions, and shall issue a written decision
supported by Jaw and substantial evidence as promptly
as circumstances demand and permit. The arbitrator
shall have no authority in excess of the authority of a
court having jurisdiction over the matter. Additionally, the
arbitrator shall not alter, revoke, or suspend any
provision of this Agreement. The arbitration award shall
be binding and deemed enforceable in any court of
competent jurisdiction. Each Party acknowledges that it
is giving up judicial rights to a jury trial, discovery, and
most grounds for appeal under this Section. Prior to
appointing an arbitrator, either Party may seek one or
more temporary restraining orders (TROs) in order to
preserve and protect the status quo. Neither the request
for, nor denial of, such TRO shall be deemed a waiver of
the Parties' obligation to arbitrate. The arbitrator may
dissolve, continue, or modify such TRO, which shall
remain in effect until it expires or is dissolved by the
arbitrator, whichever occurs first. No provision of this
Section shall limit a Party's right to setoff. The exercise
of a remedy does not waive the right of arbitration.
During dispute resolution proceedings, including
arbitration, the Parties shall continue to perform their
obligations under this Agreement, except for obligations
directly related to the dispute. Any request for arbitration
or for legal action arising in connection with this
Agreement must begin within 2 years after the cause of
action adses. Except to the extent required by law or to
enforce any award, the Parties and their respective
officers, directors, employees, agents, and other
representatives shall hold the existence, content, and
result of any mediation or arbitration in confidence in
accordance with Section 4.13, "Use of Confidential
Information" and Section 4.14, "Nondisclosure and
Publicity". Nothing in this Section shall impair
Customer's ability to bring issues concerning Service
before the relevant regulatory agency having jurisdiction
thereof.
Assignment. Neither this Agreement (including any
Addendum) nor any interest therein may be assigned,
sublet, or in any manner transferred by either Party
without the prior wdtten consent of the other Party, which
consent shall not be unreasonably withheld. Any action
in contravention of the preceding sentence will be void.
Notwithstanding the foregoing, SBC may subcontract
any portion of its obligations to be performed hereunder
and may assign its dghts and/or obligations to an SBC
Affiliate without Customer's pdor written approval.
Use of Confidential Information. During the Term, each
Party may obtain Information from the other Party.
Written or other tangible information shall at the time of
disclosure be identified and labeled as confidential
belonging to the disclosing Party. When disclosed orally
or visually, Information shall be identified as confidential
at the time of the disclosure, with subsequent
confirmation in writing within 15 days after disclosure.
Except as permitted herein and below or as required by
court order, neither Party shall at any time during this
Agreement and for a pedod of 3 years after its expiration,
publish, disclose, or other~se divulge any of the other
Party's Information to any third party without the prior
written consent of the disclosing Party. Neither Party
shall use the other Party's Information except in the
course of performing its duties under this Agreement.
However, SBC may disclose Customer's Information to
Master Agreement/sm~l-18-04 Rev, '11/18/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Parties only and is not for general distribution within or outside their companies.
Page 7 of 9
MASTER AGREEMENT
Agreement No. OI'2.G=' ' O~. O ~
subcontractors, regulatory authorities, and others as
necessary to meet SBC's obligations under this
Agreement. The Information restrictions shall not apply
to Information that is (i) already known to the receiving
Party, (ii) becomes publicly available through no wrongful
act of the receiving Party, (iii) independently developed
by the receiving Party without benefit of the disclosing
Party's Information, (iv) received from a third party
without similar restriction and without breach of this
Agreement, (v) disclosed by the disclosing Party to a
third party without an obligation of confidentiality; or (vi)
required to be disclosed to any governmental agency or
court of competent jurisdiction by wdtten order or
pumuant to Indiana's Access to Public Records Act;
provided, however, that the disclosing party is provided
with the opportunity to obtain an appropriate protective
order or otherwise challenge such disclosure.
4.13 Publicity. Neither Party shall publish or use advertising,
sales, promofion, or publicity materials in which the other
Party's name, language, signs, markings, or symbols are
used, without obtaining that Party's prior written
approval..
4.15 Limitation of Liability. IN NO EVENT SHALL SBC, ITS
AFFILIATES, DIRECTORS, OFFICERS, AND
EMPLOYEES NOR CUSTOMER BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
LIMITED TO LOST PROFITS, TOLL FRAUD, LOSS QF
USE, AND LOSS OF DATA, OR FAILURE TO REALIZE
SAVINGS OR BENEFITS) ARISING OUT OF THE
PERFORMANCE OR NONPERFORMANCE OF
OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF
THEY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS, UNLESS IN THE CASE OF
REGULATED SERVICES, SBC'S CONDUCT HAS
BEEN NEGLIGENT (OR IN THE CASE OF
AMERITECH, NEGGLIGENT) OR SBC IS GUILTY OF
INTENTIONAL MISCONDUCT.
4.16 Conflict of interest. Each Party represents and warrants
that it shall provide no officer, director, employee, or
agent of the other Party with employment, fees, or any
other direct or indirect personal compensation or
consideration outside the terms of this Agreement in
connection with or in contemplation of this Agreement or
any Order.
4.17 Independent Contractor. SBC, its employees, agents,
and representatives are not employees, servants,
partners, or joint venturers of or with Customer. SBC is
an independent contractor and will at all times direct,
control, and supervise all of its employees. Customer will
not require any SBC employee or representative to waive
any personal dghts in connection with their presence on
Customer's Premises.
4.18 Governinq Law. This Agreement shall be governed by
and construed in accordance with the laws of the state
where the Service, Materials, and/or Professional
Services are to be delivered, and if delivery is to be in
more than one state, then in accordance with the laws of
the State of Texas, without regard to the governing
state's rules on conflicts of law. The Parties specifically
disclaim the United Nations Convention on Contracts for
the International Sale of Goods.
4.19 General. Headings in this Agreement and Addenda are
for reference purposes only and shall not affect the
meaning or interpretation of this Agreement or any
Addendum. If any provision of this Agreement is
determined invalid or unenforceable, this Agreement will
be construed as if it did not contain such provision and
the rights and obiigafions of the Parties will be enforced
accordingly. The failure of a Party to insist upon strict
performance of any provision of this Agreement in any
one or more instances shall not be construed as a waiver
or relinquishment of such provision, and the same shall
remain in full force and effect. Any obligation arising
under this Agreement that by its nature will continue
beyond the Termination, Cancellation or expiration
hereof shall survive such Termination, Cancellation, or
expiration until all relevant obligations have been fulfilled.
4.20 Entire Aqreement. This Agreement sets forth the entire
understanding of the Parties and supersedes any and all
prior agreements, representations, and understandings
relating to the subject matter hereof. No modifications or
subsequent agreements concerning the subject matter of
this Agreement shall be effective or binding unless made
in writing and signed by the Parties. Neither Party shall be
bound by any pre-pdnted terms additional to, or different
from, those in this Agreement that may appear in the other
Party's form documents, orders, proposals, quotations,
acknowledgments, invoices, or other communications.
END OF MASTER AGREEMENT TERMS AND CONDITIONS
Master Agreement~sm~I-18-04 Rev. 11/18/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Parties only and is not for general distribution within or outside their companies.
Page 8 of 9
Agreement No. t~..~¢
ADDENDUM AND ATTACHMENT LIST
This Addendum and Attachment List to the Master Agreement (the "List") between SBC and Customer, effective as of the Effective
Date, is incorporated into the Agreement by this reference. All Addenda and Attachments shall be attached to the Agreement.
Video Equipment Addendum To Master Agreement
Data Product Addendum To Master Agreement
[] Voice Product Addendum To Master Agreement
Professional Services Addendum To Master Agreement
Other: [ ]
This List may be amended from time to time in wdting and signed by the Parties.
Master Agreement/sm/1-18-04 Rev. ~1/18/02
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Parties only and is not for general distribution within or outside their companies.
Page 9 of 9
Addendum No. 1
APPROVED
VOICE PRODUCT ADDENDUM TO MASTER AGREEMENT AS TO FORM
Master Agreement No. ~F'I'1~ · C~q~. O !
This ADDENDUM is an attachment to the Master Agreement entered into by
SBC and CuStomer (the "Agreement") and is incorporated into the Agreement.
In the event of a conflict between this Addendum and the Agreement, the terms
of this Addendum shall govern.
SBC Affiliate:
SBC Affiliate Address:
Customer Name:
Customer Billing Address:
SBC Global Services, Inc.
240 N. Meridian
Indianapolis IN 46204
City of Carmel, indiana - Carmel Street Dept.
3400 West 131st Street
Zionsville IN 46077
Customer Billing Telephone Number:
Location of Equipment (Delivery/installation Site Address):
.3400 West 131st Street
Zionsville IN 46077
Date of Submission: 12/9/2003 Lessor:
Delivery Date: Installation/Cutover Date: __
PURCHASE PRICE
1. Total Priceof Product ............................................. $ 9959.11
2. Total Charge for Installation/Cutover ...................... $ 2772.52
3. Total Purchase Price ............................................... $ 12731.63
* Taxes & Shipping will be listed separately on the invoice.
PAYMENT TERMS~
Check/Initiah
Option 1
50%
Option 2 Option 3 option 4
Downpayment: 25% 20% ( )
Delivery: 50% ( )
Cutover: 50% 75% 30% ( )
TOTAL:
~ Option I is the standard billing terms for business sales. Option 2 is
used for large businesses and/or other businesses who are purchasing
over $15,000 and have been in business at least 2 years with D&B Paydex
of > 60. Option 3 is only allowed if the Purchase Price is over $50,000
and the scheduled cutover date is more than 60 days after execution of
this Addendum. Option 4 is for requests for non-standard billing and
payment terms are subject to the approval of credit verification.
All options are subject to Credit Approval.
SELECTION OF MAINTENANCE PLAN (For Warranty see Section 4)
Initial Term: 5 years From: -- To:
Maintenance Plan: SBCPremierSERV8x5 Monthly Price: $112.80
(Plus tax, ff applicable)
Maintenance Declined - Customer Initials:
Maintenance Payment Terms (default is annual):
Prepayment [] Annual Semi-Annual
Quarterly Monthly Financing
This Addendum may be withdrawn by SBC if not signed and returned by the
Customer within ninety (90) days from the Date of Submission shown above.
SO AGREED: 't
C'STOME"
By:
k~ Name:
Title:
Date:
PTIE (SBC - For Internal Use): __
1
1
Attachments:
1. Statements of Work e.g. SOW, SCOW, PIG __
2. Bill of Materials for Equipment and Services __
3. Invoicing Schedule and Payment Terms
4. Implementation Timeline
5. Certificate of Acceptance
6. Other: [ I
1. SCOPE. (a) This Addendum covers SBC's sale
of voice customer premise equipment ("CPE' or
"Equipment") to Customer, installation, and the
maintenance Services for such Equipment to be
provided by SBC under the Maintenance Plan
identified above. Under the Maintenance Plan,
SBC will provide maintenance Services to
Customer upon Customer's request in order to
repair CPE that malfunctions due to wear and
tear resulting from normal use in accordance with
standard operating instructions. Items excluded
from coverage under the Maintenance Plan are
headsets, portable telephones, answering
machines, UPS systems, power conditioners and
power supplies (including batteries and chargers),
consumables and any software which is at a
revision level not supported by the software
licensor.
(b) This Addendum does not cover malfunctions or
defects resulting from abnormal or nonstandard
uses or conditions including, but not limited to,
the following types of causes: failure to provide a
suitable environment for the CPE, including
exposure to improper temperature, humidity,
chemicals or airborne agents, Customer abuse,
misuse or use contrary to standard operating
instructions; improper electrical voltages or
currents; power or lightning surges or power
interruption; improper storage or placement of the
CPE; damage caused by unauthorized
attachments or modification; use with or
interconnection of the CPE to incompatible
electrical or mechanical devices; accidents,
conduct or actions not subject to SBC's control;
the instaltation, maintenance or disassembly,
repair or alteration of the CPE by any person
other than SBC, or an entity expressly approved
by SBC in writing; damage caused by acts of God
or public enemy, such as fire, flood, wind,
lightning, vandalism, dots and war. In such
excepted cases, Customer will pay SBC in
accordance with SBC's then prevailing rates for
its services in diagnosing such excepted
problems and for any resulting repairs.
(c) SBC's responsibility with respect to its obligation
to provide maintenance Service under this
Addendum shall be limited to the Customer side
of the point of connection between the CPE that
SBC maintains end the equipment provided by
the local telephone utility and to the provision of
such services for: (i) the CPE and/or associated
system software stated herein; and (ii) such other
equipment and/or software which is subsequently
added to this Addendum by a written agreement
of the Parties. In the event that SBC responds to
Customer's request for Service and Customer's
claim of CPE malfunction is due to problems on
the local telephone utility's side of the point of
connection between the CPE and the equipment
provided by the local telephone utility or due to
Voice Product Addendum/$r~'l-18-04 CONFIDENTIAL INFORMATION
This A~treemenl is for use by authorized employees of the Parries and ts not for general distribulion in or outside the respective comcanies.
Page 1 of 4
Addendum No. 1
VOICE PRODUCT ADDENDUM TO MASTER AGREEMENT
Master Agreement No.
malfunctions in equipment or software other than that
covered by this Addendum, Customer will be responsible for
additional charges for such response in accordance with
SBC's then prevailing rates.
(d) SBC's maintenance Services provided under the
Maintenance Plan shall include preventive and remedial
maintenance, as required by the CPE manufacturer's
specifications or by SBC. Replacement parts and products
may be new or equivalent to new in performance. Such
parts and products will be furnished on an exchange basis
and the returned parts and products will become the
property of SBC. SBC's preventive and remedial
maintenance service obligations hereunder do not include,
and SBC is not otherwise obligated to provide replacement
parts, software releases, second tier help desk support,
updates, upgrades or maintenance service resulting in CPE
functionality which exceeds that expressly provided in
manufacturers' or suppliers' specifications at the time such
product was installed (including Year 2000 functionality).
(e) SBC will perform its Services in a professional and
workmanlike manner in accordance with prevailing industry
standards. SBC makes no guarantee as to parts availability
on manufacturer-discontinued products. In the event a
manufacturer discontinues producing any CPE or in the event
the CPE has outlived the manufacturer's suggested product life
cycle, then SBC shall continue to provide maintenance
services for as long as parts are readily available. In the event
repair parts are not readily available, SBC shall advise
Customer and Customer shall have the option to replace the
CPE with a similar product at SBC's then prevailing rates. In
the event Customer declines to authorize such replacement,
SBC shall delete such CPE from this Addendum and SBC will
issue, if applicable, a pro rata refund for such deletion.
(f) The periodic charges specified herein include all the stated
maii~tenance Services performed at any time in connection
with any Emergencies and any non-Emergencies performed
during SBC's Normal Business Day. A "Normal Business
Day" is defined as Monday through Friday, 8:00 a.m. to 5:00
p.m. local time ("Normal Business Hours"), excluding SBC's
holidays. Services performed for non-emergencies outside
of the Normal Business Day or outside the scope of this
Addendum will be charged on a per occurrence basis billed
in fifteen (15) minute increments with a minimum of two (2)
hours at SBO's then prevailing hourly or premium hourly rate
including travel time to and from Customer's site. Customer
shall also be responsible for reasonable travel and living
expenses, when required. Any services performed outside of
the Normal Business Day shall be performed within mutually
agreed to time periods.
(g) In the event SBC responds to Customer's request for
Service and SBC reasonably determines that the problem
was not caused by the Equipment maintained herein,
Customer will be responsible for additional charges for such
response at SBC's then prevailing rates.
2. SHIPPING AND DELIVERY. All shipping, transportation
and delivery charges for the Equipment, including expedites,
shall be paid by Customer. SBC shall use commercially
reasonable efforts to deliver the Equipment by the delivery
date specified in this Addendum. Customer may, upon
written notice to SBC no later than ten (10) business days
prior to delivery, postpone the delivery, installation or
Cutover dates specified in this Addendum one (1) time.
Such postponement shall not exceed thirty (30) business
days from the originally scheduled delivery, installation or
Cutover dates and is subject to price changes.
3. INSTALLATION AND CUTOVER. In the event SBC
connects the Equipment or installs the Software on such
Customer owned equipment, SBC shall not be liable for any
damage to such Customer owned equipment, unless to the
exterF~' it was due to SBC's negligence. SBC shall use
commercially reasonable efforts to complete installation and
Cutover of the Equipment by the dates specified in this
Addendum. Cutover shall be deemed accomplished upon
connection to the telephone network to place and receive
calls. Cutover of Equipment that is not dependent on the
telephone network will occur when the Equipment is
operational.
WARRANTY AND WARRANTY EXCLUSIONS. (a) The
"Warranty Pedod" for Equipment shall be twelve (12) months
from the date of Cutover when SBC provides installation,
otherwise it shall be twelve (12) months from the date of
delivery. SBC warrants that during the Warranty Period, the
CPE shall matedally conform to the manufacturer's published
spedfications. If Customer notifies SBC of a matedal defect
during the Warranty Period, SBC shall, at SBC's sole option,
repair or replace the Equipment, free of charge to Customer.
SBO's repair or replacement of CPE shall be Customer's sole
remedy for breach of the warranty as stated herein. All
warranty services will be performed dudng SBC's Normal
Business Day.
(b) During the Warranty Period, any change in the location of CPE
must be performed by SBC and shall be at Customer's
expense.
(c) Customer may request maintenance Service twenty-four (24)
hours a day, seven (7) days a week by calling SBC. If
Customer's problem is an Emergency, SBC will use its best
efforts to respond to Customer's report of a malfunction by
dispatching a technician to the site or by beginning remote
diagnosis, as appropriate within two (2) business hours for
PBX systems and four (4) business hours for key, hybrid or
any other system, and will complete the appropriate repairs as
soon as reasonably practical. An Emergency shall be defined
herein as any malfunction that leaves Customer unable to
place or receive calls through the CPE, or any other failure
agreed to in writing by the Parties.
(d) In the event the problem is a non-emergency, SBC shall
use reasonable efforts, within eight (8) business hours after
Customer's problem is reported, to either: (i) commence
repair or replacement from a remote location, (ii) dispatch
service personnel to Customer's site, or (iii) ship
replacement CPE as soon as practical, provided, however,
Customer must return the defective CPE within ten (10)
business days or SBC shall invoice Customer for the full
replacement cost. SBC reserves the right to inspect all
defective CPE and SBC shall have final determination of the
status of such CPE.
5. MAINTENANCE PLAN DESCRIPTIONS.
(a) EssentialSERVsM 24x7 Maintenance Plan. (i) SBC shall
provide maintenance services, including parts, for CPE as
well as any intra-building distribution cables provided by
SBC in connection with the CPE listed hereto, which may
include wire, terminals, protectors or connectors.
(ii) Customer may request maintenance Service twenty-four
(24) hours a day, seven (7) days a week by calling SBC. If
Customer's problem is an Emergency, SBC will use its best
efforts to respond to Customer's report of a malfunction by
dispatching a technician to the site or by beginning remote
diagnosis, as appropriate, within two (2) hours for PBX
systems and four (4) hours for key, hybdd or any other
system, and will complete the appropriate repairs as soon as
reasonably practical. An Emergency shall be defined as any
malfunction which leaves Customer unable to place or
receive calls through the CPE, or any other failure agreed to
in writing by the Parties.
Voice Product Addendum/sm~l-18-04 CONFiDENTiAL INFORM.4 TION
Page 2 of 4-
Addendum No.
VOICE PRODUCT ADDENDUM TO MASTER AGREEMENT
Master Agreement No. ~9.f~, c~, Ct
(iii)In the event the problem is a non-emergency, SBC shall use
reasonable efforts, within eight (8) business hours after
Customer's problem is reported, to either: (i) commence
repair or replacement from a remote location, (ii) dispatch
service personnel to Customer's site, or (iii) ship
replacement CPE as soon as prectical, provided, however,
Customer must return the defective CPE within ten (10)
business days or SBC shall invoice Customer for the full
replacement cost. SBC reserves the right to inspect all
defective CPE and SBC shall have final determination of the
status of such CPE.
(b) EssentialSERVTM 8x5 Maintenance Plan. (i) SBC shall
provide maintenance services, including parts, for CPE as
well as any intra-building distribution cables provided by
SBC in connection with the CPE listed hereto, which may
include wire, terminals, protectors or connectors.
(ii) Customer may request maintenance service twenty-four (24)
hours a day, seven (7) days a week by calling SBC. If
Customer's problem is an Emergency, SBC will use its best
efforts to respond to Customer's report of a malfunction by
dispatching a technician to the site or by beginning remote
diagnosis, as appropriate within two (2) business hours for
PBX systems and four (4) business hours for key, hybrid or
any other system, and will complete the appropriate repairs
as soon as reasonably practical. An Emergency shall be
defined as any malfunction which leaves Customer unable
to place or receive calls through the CPE, or any other
failure agreed to in writing by the Parties.
(iii)In the event the problem is a non-emergency, SBC shah use
reasonable efforts, within eight (8) business hours after
Customer's problem is reported, to either: (i) commence
repair or replacement from a remote location, (ii) dispatch
service personnel to Customer's site, or ([ii) ship
replacement CPE as soon as practical, provided, however,
Customer must return the defective CPE within ten (10)
business days or SBC shall invoice Customer for the full
replacement cost. SBC reserves the right to inspect all
defective CPE and SBC shall have final determination of the
status of such CPE.
(c) DedicatedSERVsM Maintenance Plan. (i) SBC will provide
technician, Customer Service Representative, Project
Manager, or other agreed upon resource(s) as set forth
herein or within an associated Statement of Work, on an
annual basis to peflorm installation, maintenance1 and/or
move, add or change ("MAC") activities.
(ii) SBC shall, at its sole discretion, assign either a qualified
SBC empicyee or contractor ("Resource") or a combination
of both to provide services to Customer during Normal
Business Hours.
(iii) Each Resource will be granted time off at no cost to
Customer for lunch and breaks as mandated by any labor
agreement, Federal, State, County or City laws that are
applicable. Customer must provide adequate office
facilities/quarters/storage for Resource to administer daily
responsibilities.
(iv) Customer may also purchase optional replacement parts
coverage associated with DedicatadSERVsu. SBC shall
provide maintenance services, including parts, for CPE as
well as any intra-building distribution cables provided by
SBC in connection with the CPE listed hereto, which may
include wire, terminals, protectors or connectors.
(v) Customer may request maintenance Service twenty-four
(24) hours a day, seven (7) days a week by calling SBC. If
Customer's problem is an Emergency, SBC will use its best
efforts to respond to Customer's report of a malfunction by
dispatching a technician to the site or by beginning remote
diagnosis, as appropriate within two (2) business hours for
PBX systems and four (4) business hours for key, hybrid or
any other system, and will complete the appropriate repairs
as soon as reasonably practiceL An Emergency shall be
defined as any malfunction which leaves Customer unable
to place or receive calls through the CPE, or any other
failure agreed to in writing by the Parties.
(d) Custom Maintenance Plan. Custom provided maintenance
shall include the Services as agreed to by Parties as
described in the document.
6. TERM. (a) During the term of this Addendum, Customer will
not permit any other person to maintain, repair or modify the
CPE or to connect any other equipment. To the extent
necessary for SBC to perform its Services under this
Addendum, Customer agrees that SBC will be Customer's
agent to represent Customer in any dealings with any
telephone company or government agency with respect to
OPE maintenance provided hereunder. Customer assumes
all ongoing responsibility of directory listings, credit cards,
system security, billing arrangements and other items not
related to Equipment or Services provided by SBC unless
expressly stated otherwise under this Addendum or some
other express written agreement between Customer and
SBC.
(b) For a multi-year Addendum, SBC will have the right and
option of conducting Equipment reviews semi-annually each
year the Addendum remains in effect at no cost to
Customer. SBC shall then have the right to amend this
Addendum to cover all CPE additions and/or deletions which
may have occurred and adjust the maintenance price
accordingly. Any changes to the CPE listing since the
inception of this Addendum shall be covered at the rates
stated in this Addendum for a co-tarminous pedod.
7. RENEWAL. (a) At the end of the Term, to avoid service
interrupt[on, this Addendum will automatically extend for
consecutive one (1) year terms at SBC's then prevailing
price for such services, and continue until terminated by
either party upon at least thirty (30) days written notice pdor
to the expiration of the then existing term. Upon extension
of the Maintenance Plan, the maintenance services provided
by SBC shall remain unchanged (except with respect to
pdcing) unless both parties agree in writing to any changes
at the time of extension.
(b) SBC may only increase the price of the Maintenance
provided herein at: (i) the expiration of the initial term; (ii) the
commencement of any subsequent extension term; or (iii)
the time CPE is changed, upgraded or additional CPE is
added to this Addendum. SBC shall provide Customer with
a thirty (30) day written notice of such increases. Customer,
at its sole option and without penalty, may choose to
terminate this Addendum prior to the end of the thirty day
notice period instead of accepting the stated price increase.
8. TERMINATION AND DEFAULT. (a) Either party may
terminate this Addendum following written notice in the
event the other party is in default as to any of its material
obligations hereunder provided that (i) the defaulting party
receives notice of termination containing a reasonably
complete description of the default, and (ii) the defaulting
party fails to cure such default within thirty (30) days of
receiving such notice or ten (10) days of such notice if
the default is nonpayment.
(b) In the event of Customer's default, SBC has the dght to
suspend performance and Customer shall pay all expenses
associated with termination, including reasonable attorneys'
fees incurred by SBC to enforce any of its dghts under the
Agreement and/or applicable law. Customershall also be
liable for the termination charges set forth below.
Voice Product Addendum~sm/l-18-04 CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the Pa~ties and is not for general distribution in or OUtSide the respective c~mpanies.
Page 3 of 4
Addendum No.
VOICE PRODUCT ADDENDUM TO MASTER AGREEMENT
Master Agreement No. C~ ~-(~,- c~.o }
(c) If Customer cancels in whole or in part any Equipment ordered
herein prior to the date of delivery of the Equipment, 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 Equipment canceled. Once the Equipment is
delivered to Customer, the Equipment may not be canceled.
(d) Customer may elect to terminate this Addendum by providing
thirty (30) days written notice to SBC. In the event Customer
terminates this Addendum pursuant to this Section, Customer
shall be liable for an amount equal to twenty-five percent (25%)
of the fees for the remaining term of this Addendum plus any
non-receverable costs including, but not limited to, those
amounts paid or due and payable to third pardes as incurred by
SBC dttecfiy in cehnection with the provisioning of such
Equipment and Services for Customer.
(e) In the event Customer elects to terminate portion(s) or
reduce the grade of the maintenance Services provided
hereunder, Customer shall be liable for twenty-five percent
(25%) of the fees for the terminated or reduced portion of
the maintenance for the remainder of the term of this
Addendum plus any non-recoverable costs including, but not
limited to, those amounts paid or due and payable to third
parties as incurred by SBC directly in connection with the
provisioning of such Equipment and Services for Customer.
(0
(g)
9.
SBC may terminate this Addendum or any portion thereof if
Customer utilizes anyone other than SBC to provide
maintenance Services elected for the OPE listed hereto.
In the event of Customer's default, SBC has the right to
suspend performance.
SBC CAPITAL SERVICES ("SBC-CS") FINANCING
OPTION.
__[Customer initials]
Customer elects to finance the Total Purchase Price through
SBC-CS. Customer hereby requests that SBC invoice SBC-
CS and arrange for payment as described below:
SBC will invoice Customer in care of SBC-CS for 100% of
the Total Purchase Price upon Cutover (as defined in the
Master Agreement) and the invoice shall be paid promptly
after its delivery to SBC-CS, provided that all required lease
documentation has been propedy executed and received by
SBC-CS. If all lease documentation is not executed and
received by SBC-CS as required in the previous sentence,
Customer agrees and will pay the Total Purchase Price to
SBC upon receipt of an invoice.
END OF DOCUMENT
Voice PrOduCt Addendum~sm~f-18-04 CONFIDENTIAL INFORMATION
This Agreement i$ for use by authorized employees of the Per, les and is not for 17eneral distribution in or outside lhe respective companies.
Page 4 of 4
CITY OF CARMEL
ADDENDUM TO ADVANCED CENfKEX SERVICE
LETTER OF ELECTION APPROVED AS TO FORM BY _...~
This Addendum attached to and incorporated by reference to the Advanced Centrex Service Letter of Election is entered into betweeff
Business Commamcations Services, a division of SBC Global Services, Inc., (formerly known as Ameritech Information Systems, Inc.),
on behalf Indiana Bell Telephone Company, Incorporated, and City of Carmel ("Customer") pursuant to the regulations as provided in
the Tariff 20 and/or SBC Catalog on file with the Indimm Utility Regulatory Commission.
With this Addendum, SBC agrees to provide an Advanced Cenlrex Service system with the associated price(s) (as specified below) in
lieu of the SBC Catalog rate for the location of 3400 West I3 ISt Street, Zionsville, IN to the Z1VLIN01DS0 Central Office. The prices
stated herein do not include other applicable charges, including but not limited to, Exchange Access, End User Counnon Line, E-911,
and Dual Paay Relay services. The Contract Service Period shall be thirty-six (36) months from the date of conversion.
Notwithstanding the above, in the event that any item of service is terminated prior to expiration of the Contract Service Period, a
termination charge will become due in the mount of (i) any Non-Recurring Charges as stated heroin that have been waived and (ii) as
stated in the SBC Catalog for ACS for the Contract Service Period stated above.
Customer shall not assign or otherwise transfer any fights or obligations with respect to this ACS without prior written consent of SBC,
which shall not be unreasonably withheld or delayed. Any such assignment without prior written consent of SBC shall be void. All
other terms and conditions of the Cantrex Letter of Election as executed by the parties shall apply. If Castomer cancels this Addendum
prior to conversion, Custom' agrees to pay to SBC one hundred percent (100%) of SBC's costs incurred through the date of
cancellation. Costs may include, but are not limited tn, the non-recoverable cost of any pmgratranmg, labor and other associated costs.
All rates not qUoted in this Addendum shall be as set forth in the SBC CatalOg, Advanced Centrex Service utilizing the thirty-sLx (36)
month rate. All Non-Recumug Charges not quoted in this Addendum shall be as set forth in the SBC Catalog.
Centrex Elements Quantity I Non-Recurring Non-Recurring Monthly Rate Monthly Rate
Charg% Each Charge, Total Each Total
Service Establishment 1 $910.00 2 $910.00 2 N/A N/A
Common Equipment 1 N/A N/A $ 27.50 $ 27.50
Intercom Access 15 $34.00 2 $ 510.00: $ 10.00 $ I50.00
(1-20 Lines)
Stat/om which are added shall be coterminous and are subject to termination charges as stated above.
This Non-Recurring Charge is ~vaived, but is due ffthe service is terminated prior to the completion of the Contract Service Period.
Customer's signature ackno~vledges that the sign, atory is authorized to make the commitments hereunder.
City of Carmel
Date: [..~../~./
Business Conununications Services, a division of
SBC Global Services, Inc., on behalf of Indiana Bell
Telephone Company, Incorporated
By:
Printed:
Title:
Date:
36-Month Centrex [City of Carmel] ~ 1/18/04 (sm) RFD: 19559-1