SBC/City of Carmel ,c APPROViED, TO
SBC M aster AgreernOe ntOz'O'
This SBC Master Agreement (the "Agreement") is between SBC Global Services, Inc., a Delaware corporation with offices at
One SBC Plaza, Dallas, Texas 75202, on behalf of itself and those SBC Affiliates identified in those Addenda, Attachments,
Orders, and/or SOWs that may be entered into from time to time and incorporated by reference into this Agreement
(individually and collectively, "SBC") and City of Carmel ("Customer"), a Indiana government agency, with offices at 31 1st
Avenue Carmel, Indiana 46032, is effective on the date of last execution ("Effective Date"). SBC and Customer are
sometimes referred to herein collectively as the "Parties' or individually as a "Pady."
References to "Agreement" refer to this Agreement, any applicable tariff or guidebook, and the documents listed in the
Addendum and Attachment List, including any Statement of Work ("SOW"). New or revised Addenda, Attachments, Orders,
and/or Statements of Work must be signed by Customer and SBC Affiliate. The following order of precedence applies to the
documents comprising an Agreement: (1) any applicable guidebook and tariff(s), (2) Addenda (and related SOWs and
Attachments), (3) this Agreement, and (4) Orders.
To Customer:
Notices from a Party concerning this Agreement must be written and delivered to the other Pariy at the address(es) below (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 will be effective upon delivery.
To Customer: City of Carmel
One Civic Square
Carmel, Indiana 46032
Fax:
Attention: Marvin Stewart, Director, Communications Center
City of Carmel
One Civic Square
Department of Law
Carmel, Indiana 46032
Fax:
Attention: Douglas C. Haney, City Attorney
SBC
225 W, Randolph Street, 9C
Chicago, IL 60606
Fax:
Attention: Account Team for City of Carmel
SO AGREED by the Parties' respective authorized signatories:
CITY OFCARMEL
By:
Name:
Title:
Date:
By:
Name:
Titte:
Date:
ISBC GLOBAL SERVICES, INC. ON BEHALF OF ITS I
AFFILIATES
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parries hereto only and is not for general distribution within or outside
their companies.
Master_Agreement Page 1 of 5 8/22/04 RD2138
200410CP 11.19,04,2
Approved and adopted this ~/ day of ~/~
,2005.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
B Y'///~L..g,o7
J.a~je~ Bra~hard', Presiding Officer
Dide:
J Diana L. Cordray/IAjVIC, Cl~'f'k-Treasurer
Date: c-~J,.2-ff,/) 5
SBC Master Agreement Terms and Conditions
I. DEFINITIONS
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
· II.'
2.1
i::-.!, '.
"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party.
"Confidential Information" means ideas, know-how, trade secrets, computer programs, technical information, and other
confidential information which is disclosed by a disclosing Party to a receiving Party under this Agreement. The terms
of this Agreement shall be deemed Confidential information by the Parties.
"Cutover" occurs (except as otherwise described herein or in an Addendum/Attachment/SOW) (a) for a Service when
the Service is first provisioned or otherwise available for Customer's use at any single Site; and/or (b) for Equipment
when the Equipment is delivered to the carrier for shipment, or if installation by SBC is provided as part of the
Services, then upon SBC's installation o:[ the Equipment.
"Equipment" means equipment that SBC sells or leases to Customer under this Agreement.
"Software" means computer programs and related object code licensed by SBC to Customer, including any software
licensed with or separately from Equipment.
"Normal Business Hours" means Mon~l~y through Friday, 8:00 a.m. to 5:00 p.m. (local time), excluding SBC
recognized holidays.
"Order" means any purchase order for Equi~mbnt or Services that references this Agreement (gr an Addendum).
"Service(s)" means any or all services provided by SBC, as further described in this Agreement or an Addendum.
"Site(s)" means Customer locations where SBC is to perform Services.
SERVICE-SPECIFIC TERMS AND CONDITIONS
Limitation on Service; Applicability of Tariffs. Service is offered subject to the availability and operational limitations of
the necessary systems, facilities, and equipment. Except as otherwise specified in an Addendum, regulated Services
(e,g., Ibc~l or long distance telephone service) are subject to applicable tariffs and/or guidebooks (generally available
at ,www~sbc.com or from an SBC sales representative). Customer and any Customer end-user use of Service shall at
.all tin'les comply with applicable laws, regulations and any SBC written or electronic ir)~tr~tions,for use?~; ~;~;~' ,:-' '
, Payment and Billing, Customer will pay SBC (i) the monthly fees and non;'ecu'rri~g' ~h~ges set :forth in!thempplicable
,Addendum (or, in the case of regulated services, at the charges set forth in the applicable tai:iff '~nd/or!gUidebook); and'
(ii) a~plicable taxes, surcharges, and recovery fees (including universal service fees)~ and custbms and-duties: Except
as otherwise provided in the applicable Addendum or invoice, (i) billing commences on Cutover; (ii)'payment is due
within 35 days affer the date of invoice; and (iii) payment is subject to SBC's credit requirements and SBC may require
a security deposit to ensure prompt payment. Customer will advise SBC of any billing dispute within 30 days affer
receipt of invoice or the invoice shall be deemed correct. In addition to recovering attorneys' fees and' costs of
collection, SBC may assess a late payment fee equal to the lesser of 1.5% per'month or the maximum amount allowed
by law.
III. GENERAL TERMS AND CONDITIONS
Master_Agreement
200410CP 11.1g. 04.2
3:1 Term and Termination. This Agreement will start on the Effective Date and remain in effect until terminated by either
Party as provided herein (the "Term"). Each Addendum is coterminous with this Agreement, unless the Addendum
specifies a different term. Upon expiration of the term specified, each Addendum shall remain in effect on a month-to-
month basis at SBC's then current monthly pricing. Customer, and SBC (in the case of Services that are no longer
under a term commitment), may terminate this Agreement or an Addendum without cause and for convenience upon
30 days' prior written notice. If Customer terminates an Addendum with a specified term or term commitment,
Customer shall pay the termination liability (i) specified in the Addendum; or (ii) if no termination liability is specified, an
amount equal to (a) 50% of the remaining monthly recurring charges due under the Addendum; and (b) any charges
imposed on SBC by any third party as a result of Customer's early termination. Customer may cancel an Order for
Equipment prior to Cutover, subject to payment of any non-recoverable restocking fees or costs incurred by SBC.
Customer may not cancel an Order for Equipment affer Cutover.
3.2 Termination for Breach. This Agreement (or applicable Addendum) may be terminated immediately by either Party or
SBC may suspend performance hereunder or thereunder, upon written notice to the other Party if the other Party (i) is
in material breach (including but not limited to failure to make timely undisputed payments) and such failure or breach
is not remedied within 30 days after the terminating Party provides written notice to the breaching Party specifically
describing such breach; (ii) ceases to carry on business as a going concern, becomes the object of voluntary or
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution within or outside
their companies.
Page 2 of 5 8/22/04 RD2138
involuntary bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets; (iii)
engages in fraud, criminal conduct, or willful misconduct; or (iv) breache~ the confidentiality obligations under this
Agreement.
3.3 Force Maieure. Except in the case of payment of amounts due, neither Party will be liable to the other Party for any
failure of performance due to any cause beyond that Party's reasonable control, including acts of God, fire, explosion,
vandalism, terrorism, cable cut, storm, or other similar occurrence, any law, order, regulation, direction, action, or
request by any government, civil, or military authority, national emergencies, insurrections, riots, wars, labor difficulties,
supplier failures, shortages, breaches, or delays, or preemption of existing Service to restore Service in compliance
with the regulatory rules and regulations, or, in the case of SBC, delays caused by Customer or Customer's service or
equipment vendors.
3.4 Assiqnment. Neither this Agreement nor any portion or interest in this Agreement may be assigned, sublet, or in any
manner transferred by a Party without the prioi: written consent of the other Party, which consent will not be
unreasonably withheld. Notwithstanding the foregoing, SBC may assign all or any part of this Agreement to an SBC
Affiliate or use subcontractors to perform Services.
3.5 Use of Confidential Information. During the Term, each Party may obtain Confidential Information from the other Party:
Written or other tangible Confidential Informatic~n must at the time of disclosure be identified and labeled as
Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information
must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within 15 days
after disclosure. Neither Party may during the Term and for 3 years thereafter disclose any of the other Party's
Confidential Information to any third party. Neither Party may use the other Party's Confidential Information except to
perform its duties under this Agreement. The Confidential Information restrictions will not apply to Confidential
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 Pady's
Confidential;Info¢~nation, or (iv) disclosed by the disclosing Pady to a third party without an obligation of confidentiality:
Upon termination of this Agreement or an applicable Addendum, each Party will return the other Party's Congdential
Information.
3.6 Customer'l~formation; Access and Safe Workinq Environment. SBC may rely on any information provided by
', . Customer and ;assumes no liability for any damages or costs that result f~om errors or omissions in such information.
' · Customer ishall proyide SBC with timely access to Customer information, facilities or equipment as SBC reasonably.
requires to,provide the Services and keep SBC informed on developments in Customer's business or operations~that.:
., . may impact.~eryice. SBC may share Customer information and Confidential Information (including billing-an~ ~¢ge
' ' ' ,. , .' 'information fo~'.'Services purchased with SBC Affiliates and inform Customer of other SBC product/¢ervice offerings,
', ;~' Customer's~ll ma ntain' the Site in a suitable and safe working environment, free of Hazardous Materials:t CiJst0rri~r,
· : ',' ' ' represents and warrants that the area of the Site where SBC performs Services is fi:ee of HazardousMaterials?SBC
does not hanSie, remove or dispose of, nor does SBC accept any liability for, any Hazardous Materials at the Site.
Customer shall pay SBC for any damages, costs, fines or penalties SBC incurs as result of the presence or release of
such Hazardous Materials. If SBC encounters any such Hazardous Materials, SBC may terminate this, Agreement or
suspend performance until Customer removes and cleans up at its expense Hazardous Materials in accordance with
this Agreement and applicable law. For purposes hereof, "Hazardous Materials" means any substance whose use,
transport, storage, handling, disposal, or release is regulated to any law related to pollution, protection of air, water, or
soil, or health and safety.
3.7 Publicity. During the Term, SBC may refer to Customer, orally and in writing, as a customer of SBC and may publish a
press release announcing in general terms that SBC and Customer have entered into this Agreement and SBC may in
general terms describe the activities contemplated hereunder. Any other reference to one Party by the other Party
requires written consent of the first Party.
3.8 Limitation of Liabilit'~. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION
DAMAGES RELATED TO LOST PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO
REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH LOSS. EXCEPT AS OTHERWISE PROVIDED IN ANY APPLICABLE TARIFF OR
GUIDEBOOK, THE TOTAL AGGREGATE LIABILITY OF SBC, ITS SUPPLIERS, LICENSORS, AFFILIATES,
DIRECTORS, OFFICERS, AND/OR EMPLOYEES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL
BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER
DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING
RISE TO THE FIRST CLAIM FOR DAMAGES UNDER THIS AGREEMENT.
3.9 Warranties; Disclaimer of Other Warranties. With respect to maintenance or professional Services, SBC warrants that
the Services will be performed in a professional and workmanlike manner. SBC further warrants that it has good title to
the Equipment and that the Equipment will perform in accordance with the manufacturer's published specifications
during the warranty period set forth by such manufacturer and SBC will use commercially reasonable efforts to
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution within or outside
their companies.
Page 3 of 5 8/22/04 RD2138
Master_Agreement
subrogate any SBC claims or rights against the Equipment manufacturer to Customer. SBC makes no warranties and
assumes no liability for any defects or nonconformities caused by non-SBC approved modifications or alterations;
misuse, accident or neglect; or Customer failure to comply with SBC or SBC vendor specifications or requirements for
use. These warranties do not cover and SBC has no responsibility for (a) installation, maintenance or operation of
non-SBC provided equipment or software or impairment caused by such equipment/software; (b) compatibility of such
equipment/software with SBC-provided Equipment or Software; or (c) modifications, alternations or repairs to
Equipment or Software by persons other than SBC or its authorized agents. EXCEPT FOR THE FOREGOING, OR AS
EXPRESSLY SET FORTH IN AN ADDENDUM, SBC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTIES RELATED TO THE MATERIALS, SERVICE, EQUIPMENT OR SOFTWARE, ALL OF
WHICH ARE PROVIDED "AS IS" TO THE FULL EXTENT PERMITTED BY LAW.
3.10 Indemnities. Customer will indemnify and defend SBC, its directors, officers, employees, agents and their successors
("Agents") from and against any and all third party claims and related loss, liability, damage and expense, including
attorneys' fees, (collectively "Damages") arising from improper use of Services or information or any content or data
transmitted over any SBC network or facilities. SBC will indemnify and defend Customer and its Agents from and
against any Damages finally awarded or paid in settlement based on a claim that any Service, or SBC-provided
Equipment and Software (collectively, ~Materials"), infring~'a U.S. patent or copyright. If a final injunction or judgment
is awarded against Customer prohibiting use of Service/Materials by reason of infringement of a U.S. patent or
copyright, SBC will at its option and expense either (a).procure the right for Customer to continue using the
Service/Materials; (b) obtain and deliver equivalent non-infringing Service/Materials; or (c) terminate the infringing
Service/Materials and refund to Customer amounts paid for infringing Service/Materials, less a reasonable charge for
use. An indemnified Party shall provide the indemnifying Pady with notice for any claim of indemnity and the
indemnifying Party shall have complete authority to assume the sole defense and settlement of such claim. The
indemnified Part~ may participate in the settlement or defense at its own expense and shall reasonably cooperate to
facilitate the defense and settlement of such claims.
3.11 Equipment. To the extent that Customer purchases Equipment under an Addendum/Attachment/SOW,.the following
additional terms apply: SBC will deliver the Equipment FOB shipping point, freight prepaid and charged and title to
Equipment and all dsk.of loss to the Equipment shall pass to Customer at Cutover. Upon Cutover, SBC hereby grants to , .
Customer a p&rs. onal, nontransferable, non-exclusive license to use the Soflware on or with the corresponding Equipment '
and SBC (or its !icensors)shall relain and continue to own all right, title and interest in any Software ann.all copies.
Customer will'f,u, rhi~h any conduit, holes, wireways, widng, plans, equipment, space, power/utilities, and all other items ' TM
.'.reaSOnabi~requi~:~U'to perform instsllation and other Services related to the Equipment and obtain any nec~ssary licens~s,i ~"
· ".per'its and cons~r~ts to'do so. Customer has 30 days after Cutover to test the Equipment and provide SBC with written" · .
· 'notice.if the. E~ui,pnie~t;is d~fective and does not cbnform to manufacturer's specifications. SBC will repair or rbplace (at.!ts ~,',~. '.'
' option and e~pense) any such non-conformity an¢ if the Equipment fails to conform after a reasonable number of attempts
to do so, SBC will.(at i~s option and expense) provide replacement Equipment or refund payments for non-conforming
Equipment. SBC is not responsible fo~' and shall have no liability for, or any impairment caused by (a) any non-conformity
caused by improper use or environmental or electrical conditions or attachment of non-SBC or manufacturer materials or
devices; or (b) installation, operation or maintenance of non-SBC hardware/software. Customer is responsible for ensudng
that such non-SBC hardware/software is compatible with the Services, Equipment or Software. If Customer does not
deliver a wdtten certificate of acceptance or written notice of non-conformity within 30 days after Cutover, the Equipment
shall be deemed accepted,
3.12 Miscellaneous. This Agreement sets forth the entire understanding of the Parties and supersedes any and all pdor
agreements, representations, and understandings relating to the subject matter hereof. No modifications or
subsequent agreements concerning the subject matter of this Agreement will be effective unless made in writing and
signed by the Parties. SBC shall not be bound by any electronic or pre-printed terms additional to, or different from, those
in this Agreement that may appear in Customer's form documents, orders, acknowledgments or other communications.
Customer shall not resell any Services without SBC's written consent. Any legal action arising under this Agreement must
commence within 2 years after the cause of action arises. 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. This Agreement will be governed by the laws of Texas, without
regard to its conflicts of law rules. The Parties specifically disclaim the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information Transactions Act. If any provision of this
Agreement is determined to be invalid or unenforceable, this Agreement will be construed as if it did not contain such
provision. The failure of a Party to insist upon strict performance of any provision of this Agreement in any one or more
instances will not be construed as a waiver or relinquishment of such provision and the same will remain in full force
and effect.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution within or outside
their companies,
Master_Agreement Page 4 of 5 8/22/04 RD2138
200410CP 11.19.04.2
Addendum and Attachment List
This Addendum and Attachment List to the Master Agreement (the "List") between SBC and Customer, current as of the Effective
Date; is incorporated into the Agreement by this reference. All Addenda and Attachments shall be attached to the Agreement.
Addendum No. 1
Enter Addendum #
Enter Addendum #
Enter Addendum #
Enter Addendum #
Enter Addendum #
Enter Addendum #
Enter Addendum #
Enter Addendum #
Enter Addendum #
if none, clear field)
if none, clear field)
if none, clear field)
if none, clear field)
if none, clear field)
if none, clear field)
if none, clear field)
if none, clear field)
if none, clear field)
Long Distance Voice Services
Enter the Title of Addendum 2 (if none, ieave blank)
Enter the Title of Addendum 2 (if none, leave blank)
Enter the Title of Addendum 2 (if none, leave blank)
Enter the Title of Addendum 2 (if none, leave blank)
Enter the Title of A~dendum 2 (if none, leave blank)
Enter the Title of Addendum 2 (if none, leave blank)
Enter the Title of Addendum 2 (if none, leave blank)
Enter the Title of Addendum 2 (if none, leave blank)
Enter the Title of Addendum 2 (if none, leave blank)
This List may be amended from time to time in writing and signed
by the Parties.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the pa~ies hereto only and is not for general distribution within or outside
their companies,
Master_Agreement Page 5 of 5 8/22/04 RD2138
200410CP 11.19. 04.2
LONG DISTANCE VOICE SERVICES ICB ADDENDUM
Addendum # 1
This ICB Addendum Number 1 ("Addendum") is an attachment to the Master Agreement entered into by SBC Global
Services, Inc., (on behalf of SBC Long Distance, Inc. (herein "SBC')) and City of Carmel ("Customer") and effective as of
the date last signed below ("Effective Date"), is an attachment to that certain Master Agreement ("Agreement") between the
parties thereto. The Expiration Date of this Addendum shall be the date upon which the last of the various Service purchased
hereunder expires. The definitions contained in tbe Agreement are herein incorporated by reference.
I. Term and Service(s): 3 Years - For the purpose of this Addendum, the Service(s) is Long Distance Voice.
II. New or Upgrade to Existing SBC Long Distance Addendum or Agreement
This is a new SBC Long Distance Addendum.
II1. INTERSTATE VS. INTRASTATE TRAFFIC
Costomer hereby certifies that the percent interstate usage of the Service hereunder is:
More than 10% of Customer's voice traffic is interstate or international.
SO;AGREED by the Parties' respective authorized signatories:
CITY OF CARMEL BY and THROUGH its BOARD of
PUBLIC WORKS and SAFETYCITY oF CAI~VIEL
SBC GLOBAL SERVICES, INC.
ON BEHALF OF SBC LONG DISTAhlCE. INC.
By:
' Title:
Name:
Title:
Date:
Additional Terms and Conditions. SBC maintains interstate Product Reference and Pricing Guidebooks ("Gtiidebooks") containing
product descriptions, technical information, definitions, and SBC Long Distance Voice Terms and Conditions or SBC Long Distance Data
Terms and Conditions, and (2) applicable state tariffs. These Guidebooks and tariffs, as modified from time to time, are incorporated into
this Addendum by mfcrencg. The Guidebooks can be obtained at ~X~Sy_~55~_.~?...n_gj!S!g.~i.~.lg_9~¢.~.,.s. or from an SBC salesperson. Unless
defined herein, capitalized terms shall have the meanings defined in the Guidebooks. In the case of an inconsistency or conflict between
terms and conditions of an applicable tariff or Guidebook, or this ICB Addendum, the governing order of precedence will be (1) this ICB
Addendum, (2) the Master Agreement, (3) the applicable tariff or Guidebook. This Addendum 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.
CONFIDENTIAL INFORMATION
This Agreerneat is fo~ use by authorized employees ef the parties hereto only and ia not for general distribution within or outside their companies.
200410CP046 Rate letter #04-iN-60408 1 of 4 11/19/04 CP
Approved and adopted this (C~ d_ay of
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
~) tar~e:S Brainardl Presiding Officer
Mary An]{ Burke~Membe.~r
Date: ~,)-- --r5) ~
~2005.
LONG DISTANCE VOICE SERVICES ICB ADDENDUM
Term. Tltis Addendum will become effective when execated by botb parties (the "Effective Date") and will remain in fall force and
effect until the last Service parchased hereunder expires (the "Expiration Date"). Each Service ordered hereunder shall carry a term of 3
year(s) commencing on the date service is first established ander the rates of this Addendum. This Addendum and the Services ordered
hereunder shall not automatically renew npon expiration. If Customer does not negotiate a new agreement or provide 30 days advanced
notice of cancellation by the Expiration Date or prior to the expiration of the Services, as applicable, the Services will continue on a
month-to-month basis and the pricing for the Services will revert to the standard rates as listed in the Guidebooks on the date of
expiration, subject to future rate changes.
3. Long Distance Voice Services.
3.L
Description of Service. Long Distance Service - High Volume Outbound Calling enables Customer to place domeslic and
international Direct Distance Dialed ("DDD') calls. Toll Free Service ("TFS') is a reverse-billed service nsing a universally
recognized numbering scheme that allows Customer to pay for all incoming calls. These calls may be placed from/to the Public
Switched Telephone Network ("PSTN") or from/to Dedicated Voice Access ("DVA') facilities, Dedicated Outbound Voice
Service ("DOVS") or PRMSDN ("PRI").
3.2. Domestic High Volmne Calling; Plan Rates.
3.2.1. Domestic High Volume Calling Plan Rates.
Intrastate
High Volume
Dedicated Toll
Free Calling~
Indiana $0.0270 $0.0330
$0.0270 $0.0330 $0.0270 $0.0330 I $0.0320
High Volume High Volume High Volume Proprietarv
Switched Toll Dedicated Switched [Calling Car~12
Free Calling~ Ontbound Calling Outbound Calling
$0.0270 $0.0330 $0.0430
tpursuant tO the Guidebooks, TFS and optional features for TFS have recurring and non-recurring charges. Unless otherwise...
specified in this Agreement, the rates in the Guidebook will apply.
2 This does not include any Payphone Origination Charges that may apply. · ,~., ....
3Interstate calls from any state where Cnstomer has SBC Long Distance Services are eligible for the Interstate rates.., . '.
3.3. Annual Minimom. Customer shall purchase at least $600.00 of]-ligh Volume Calling Plan Services (excluding applicable taxes and
surcharges) from SBC for each year of this Addendum ("Minimum Annual Commitment" or "MAC"). The monthly recurring
charges from SBC for the TFS, DVA, DOVS, or PRI will contribute to tbe MAC (excluding applicable taxes and surcharges). If
Customer fails to satisfy the MAC, Customer will be billed and required to pay an under-ntilization charge (which Customer agrees
is reasonable). The under-utilization charge shall be equal to the difference between the amount billed to Customer by SBC for
Services for the year (excluding taxes and surcharges) and the MAC.
3.4.
Domestic Rates. Except as specified in Section 3.2, the rates for all other intrastate and iuterstate traffic shall be then current rates
set forth in the Domestic lligh Volume Calling Plan that are in effect on the Effective Date of this Addendum (as specified in the
Guidebooks and applicable Tariffs) for the term of this Addendum. If the MAC in Section 3.3 does not match a MAC and/or term
commitment in the Guidebooks, the next lower MAC or temr commitment will be used. The High Volume Calling Plan associated
with this Addendum is High Volume Calling Il Plus.
International Rales. The rates for all switched and dedicated international traffic shall be the then current rates set forth in the
International High Volume Calling Il Plus Plan Option A of the Goidebook. Tbe rates for other international calls shall be the then
current rates set forth in Section 8 of the Guidebook, International Switched Services Rates and Charges. All el'these charges are
subjecl to change during the term of this Addeodum.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the padies hereto only and is not for general distribution within or outside their companies,
200410CP046 Rate letter ~q34~IN-60408 2 of 4 11/19104 CP
LONG DISTANCE VOICE SERVICES ICB ADDENDUM
3.6.
Recurdug and Non,Recnrring Charges for Toil Free Service
3.6.1. Domestic Toll Free Service Recurring and Non-Recurring Char~es
Monthly One
Recurring Time Change
Charge Charge Charge
TFS National Directory Assistance Listing (800-555-12I 2) (per TFS Number) $0.00 $0.00
Toll Free Call Routing 1 - 3 plans (per TFS Number) ~ $0.00 $I00.00 $100.00
Toll Free Call Routing 4 - 99 plans (per TFS Number) $50.00 $100.00 $100.00
Toll Free Alternate Routing Selection (per TFS Number) $50.00
Busy/No Answer Overflow (per trunk group) $0.00 $50.00
Real-Time AN1 Delivery (per trunk group) $0.00 $200.00
DNIS (per trunk group) $0.00 ! $250.00 $50.00
Toll Fmc Service Number terminated over a Switched facilities (per TFS Number) $5.00 $0.00
Toll Free Service Number terminated over a DVA facility (per trunk group) $50.00 $0.00
3~7. Billing Increments. Domestic and International usage rates are per minute of use ("MOU"). Domestic billing increments are 18..
~econds for the initial period and I se~6nd for additional periods. International billing increments are 30 sec6nds for the initial'
period and 6 se~conds for additional periods:
Limitations find Qoalificatidns' ~ ! ....
4.1. The rates in Sectious 3.2 shall be fixed for th~ term of this Addendum. '.' '
4.2. SBC will act on behalf 6f Customer to'provision any requested Local Access circuits between the Customer location hnd the
serving wire center and SBC will bill Cnstomer for this Local Access Service. Local Access Service is subject to the availability
of the necessary systems, facilities, equipment, and where SBC provides Service.
4.3. Rates are in lieu of any other discounts specified in any other applicable Guidebooks, tariffs, and/or rate schedules.
4.4.
If. Customer requests Service which requires special construction in order to become available, and SBC agrees to provide such
requested Service, SBC shall pass through any such special construction charges to Customer following Customer's prior written
acceptance to incur such special construction charges.
4.5. Services provided hereunder shall not be resold or provided to third parties,
4.6.
Credit and Deposits. SBC reserves the right to require Customer to establish, re-establish, and/or maintain creditworthiness at any
time and to the satisfaction of SBC. SBC reserves the right to examine the credit record and check the references of Customer at
any time. If Customer's financial condition is u~known or unacceptable, SBC reserves the right to require a security d~posit,
which SBC may apply to overdue charges. SBC shall determine the amount of any deposit, in its sole discretion, np to three
months' estimated usage. SBC shall pay interest on deposits as required under state law. SBC may review Customer's account to
determine whether all amounts due have been paid within these terms and conditions. If Customer's payment history is
satisfactory, SBC shall refund the deposit in full within the time prescribed under state law.
Customer Mass Outbound Calling Device Usage. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF
AUTODIALERS, PREDICTIVE DIALERS OR OTHER DEVICES THAT GENERATE AUTOMATED OUTBOUND CALLS IN
CONJUNCTION WITH PRODUCTS AND SERVICES PROVIDED UNDER THIS ADDENDUM IS STRICTLY PROHIBITED. SBC
MAY TERMINATE THIS ADDENDUM IMMEDIATELY SHOULD CUSTOMER USE SUCH DEVICES.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the patios hereto only and is not for general distribution within or outside their companies.
200410CP046 Rate letter gO4-1N-60408 3 of 4 11/19/04 CP
LONG DISTANCE VOICE SERVICES ICB ADDENDUM
Billing - rvlonthlv Recurring and Non-Recurring Charges. Monthly Recurring Charges are a recurring charge billed each month in
advance. Nou Recurring Charges are a one-time charge billed when the Service is installed or moved. Customer uaderstands the
quantities listed with monthly recorring charges in this Agreement shall be billed thronghout lhe term of this Addendnm.
Termination Charges. Customer may terminate this Addendum or disconnect, in whole or in part, Service at any time and without cause
upon written notice to SBC. If this occurs during the term, SBC will compute the termination charges according to the following formula
and render a bill to Customer, which Customer agrees to pay within 30 days:
Long Distance Senqce:
· 100% of any waived Non Recurring Charges, Credits, and Rebates.
· 50% of' the remaining MAC for each year remaining in Long Distance Voice term.
For all of the Services above, Customer will be responsible for any termination charges assessed by the Local Access Provider, for
any Local Access Service procured by SBC on its behalf.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parlies hereto only and is not for general distribution within or outside their companies.
200410CP046 Rate letter #04-1N-60408 4 of 4 11/19/04 CP
LONG DISTANCE DATA SERVICES ICB ADDENDUM
Addendmn # 2
This ICB Addendum Nmnber 2 ("Addendum") is an attachment lo the Master Agrcemenl entered into by SBC Global
Services, Inc., (on behalf of SBC Long Distance, Inc. (heroin "SBC")) ,and Ci.ty of Cannel CCustomef') and effective as of
the dale last signed below ("Effective Date"), is an attaclunent Io flint certain Master Agreement ("Agreement") SBC
Contract Nmnber 20040130-0060 between the parties thereto. The Expiration Dale of this Addendum shall be the date upon
which the last of the various Service purchased herounder expires. The definitions contained in the Agreement are herein
incorporated by roference.
L Term ahd Sen,ice(s): 3 Years - For file purpose of this Addendtun, file Service(s) are/is Domestic Privale Line.
11. New or Upgrade to Existing SBC Long Distance Addendum or Agreement
This is a new SBC Long Distance Addendum.
IIL INTERSTATE VS. INTRASTATE TRAFFIC
Custamer hereby certifies that the percent interstate usage of thc Service hereunder is:
More than 10% of data traffic is interstate or internatimml or less than 10% of data traffic is interstate or international
This offer is valid only if this Addendum is executed by Customer prior to March 17, 2005. If this Addendum is not
executed before that date, this offer is withdrawn.
SO AGREED by the Parties' respective authorized signatories:
I SBC GLOBAL SERVICES, INC.
CITY OF CARMEL ON BEHALF OF SBC LONG DISTANCE, INC.
31 1st Ave NW
Carmel IN 46032
By:
Name:
Title:
Date:
Address 220 N. Meridian Street, 1010
City/State Indianapolis IN 46204
Additional Terms and Conditions. This Addendum is subject to (I) the Product Reference and Pricing Guidebooks ("Guidebooks")
containing product descriptions, technical information, definitions, and SBC Long Distance Data Tenus and Conditions, and (2)
applicable state tariffs. These Guidebooks and tariffs, as modified from time to time, am incorpomted into fltis Addendum by reference.
The Guidebooks can be obtained at www. sbe.com/ldgnidebooks or from an SBC salesperson. Unless defined heroin, capital~ed lerms
shall have the meanings defined in the Guidebooks. In the case of an inconsistency or conflict between terms and conditions of an
applicable lariff or Guidebook, or this 1CB Addendum, the governing order of precedence will be (1) this ICB Addendmn, (2) the Master
AgreetnenI, (3) Ibe applicable tariff or Guidebook. This Addendum shall at all times be subject to such modifications as a PSC/PUC
and/or the FCC ma),, from time to time, require under their respective jurisdictions.
CONFIDENTIAL INFORMATION
This Addendum is for use by eutho#zed employees of the parties hereto only and ts not for getmrral diotnbufion within or outside their compames.
0501sm2157045.1 RLO4-1N-65145/76715-1 1 of 3 1/27/05
,2005.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
Ja~ Bramar~, Pres~dlng Officer
l~te:
ATTESTf} ~ /'0
Difi'fl4a'-~. Cordray, IP/MC/,~C~k-Treasurer