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AT&T Equipment Solutions/CCCC tkPPROV ED. AS TO AT&T Equipment Solutions-Voice CPE Resale and Support Services NOV if 2 Addendum To Master Agreement Addendum No.30304868 This Addendum ('Addendum"),entered Into by SBC Global Son/tees, Inc. dba AT&T Global Services (-AT&T) and City of Carmel("Customer")and effective as of the date last signed below('Effective Date"),is an attachment to and made a part of that certain Master Agreement("Agreement)dated 3/15106 between the parties thereto. In the event of a conflict in terms,the Order of priority shall be the applicable Attachment to this Addendum,this Addendum,and then the Agreement Customer Name: City of Cannel Customer Billing Address: 31 First Ave Northwest Carmel,IN 46032 • Location of Equipment(Delivery/Installation Site Address): • 31 First Ave Northwest Cannel,IN 46032 Date of Submission: 9.24.10 SELECTION OF MAINTENANCE AND SERVICE PI-ANS: AT&M 1ntenance Sgjvice; XX Essential ❑ACCEPT-Customer Initials: ❑DECLINE-Customer Initials: Initial Term: I_Year From: 10/30201Q To:10/292011 Annual Price:$6161-85 Payment Tenn:(default is annual)0 Prepay ['Annual ❑Senii Annual ❑Quarterly ['Monthly • This Addendum may be withdrawn by AT&T if not signed and returned by the Customer within sixty(60)days from the Date of Submission referred to above. SO AGREED by the Parties'respective authorized signatories: AT&T GLOBAL SERVICES • CITY OF CARMEL , By: By: Name: Name: • Title: Title: • Date: g Attachments: 1. Statements of Work e.g.SOW,SCOW,PIG ❑ 2. Bill of Materials for Equipment and Services XX 3. invoicing Schedule and Payment Terms ❑ 4. ImplemINItatlon Timeline 0 5. Certificate of Acceptance ❑ 6. Avaye Maintenance Services ❑ • 7. Other:! 1 ❑ • • EXHIBIT , A AT&T and Customer Confidential lntormmton t(>5 Addenduns_Vadca CPS Support 5ervroes- Page 1 or 4 Revision Date 03/10/09 • STANDARD • • i a Board of Public Works and Safety City of Carmel 3ILL ayor James Brainard ate Mary Ann urke, Member Date ti 3// %a/ii LorWat , ember Date ATTEST: -/1.0—t/ Tana L. Cordray, lerk Tr asurer Date AT&T Equipment Solutions-Voice CPE Resale and Support Services Addendum To Master Agreement 1. SCOPE This Addendum covers AT&T's sale of and support services for Voice Customer Premise Equipment ("CPE" or "Equipment") under the attached Bill of Materials, Order or other applicable document. Installation and/or maintenance Service for such Equipment to be provided by AT&T under the Maintenance Plan identified above (the Maintenance Plan"),and as further described below. The Equipment is further described in the attached Bill of Materials, Order,SOW, Equipment listing or other applicable attachment. This Addendum also covers any Orders issued under this Addendum, as well as any additions or replacement to the Equipment or Service. 2. AT&T SERVICE AND SERVICE EXCLUSIONS A. During the term of the Maintenance Plan,AT&T will repair Equipment 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 (cordless/wireless), answering machines, Customer-provided servers, UPS systems, power conditioners, power supplies (including batteries and chargers), intra-building distribution cabling, consumables and any Software which is at a revision level not supported by the Software licensor. AT&T does not remove or recycle batteries. B. The Maintenance Plan and any and all warranties provided to Customer in this Addendum or the Agreement do 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 Equipment, 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 Equipment; damage caused by unauthorized attachments or modification;use with or interconnection of the Equipment to incompatible electrical or mechanical devices; and the installation, maintenance or disassembly, repair or alteration of the Equipment by any person other than AT&T, or an entity expressly approved by AT&T in writing; or Forced Majeure occurrences. in such excepted cases, Customer will pay AT&T in accordance with AT&Ts then prevailing rates in connection with diagnosing such excepted problems and for any resulting repairs. (i) Customer is solely responsible for adequately backing up data and ensuring that its networks/systems are secured against unauthorized intrusion;and(ii)acknowledges that CPE/Software that supports telephony over Transmission Control Protocol/Internet Protocol (TCP/IP) may experience certain compromises in performance, reliability and security even when performing as warranted and that failure to follow manufacturer/licensor recommendations may make such compromises more acute. C. AT&T's maintenance Service provided under the Maintenance Plan shall include preventive and remedial maintenance, as required by the CPE manufacturer's specifications or by AT&T. 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 AT&T. AT&T's preventive and remedial maintenance Service obligations hereunder do not include, and AT&T is not otherwise obligated to provide replacement parts, software upgrades, software patches, second tier help desk support, 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). D. AT&T makes no guarantee as to parts availability on Equipment, Software, and Software support that has been discontinued by its manufacturer or reached "end of life" status. In the event replacement parts,Software, or support are not readily available,AT&T shall advise Customer and Customer shall have the option at AT&T's discretion to replace or upgrade the Equipment or Software with a similar product at AT&T's then prevailing rates. In the event Customer declines to authorize such replacement, AT&T shall delete such Equipment from this Addendum and cease providing Service for such Equipment,and AT&T will issue,if applicable,a pro-rata refund for such deletion. Additionally,Customer agrees to pay any additional charges that may be incurred by AT&T for product support services from the manufacturer for products that are manufacturer discontinued or have been placed into"end of life"status. E. The periodic charges specified herein include all the stated maintenance Service performed at any time in connection with Emergencies and Non-Emergencies during Normal Business Hours. An "Emergency" is defined 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. F. Service performed outside of Normal Business Hours or outside the scope of the Maintenance Plan (as described in Section 7 below)will be charged on a per occurrence basis billed in fifteen(15)minute increments with a minimum of two (2) hours at AT&T's then prevailing hourly or premium hourly rate including travel time to and from Customer's Site. Customer shall also be responsible for travel and living expenses,when required. Provisioning of such Service shall be at the discretion of AT&T and shall be subject to the availability of personnel and parts,if applicable. EXHIBIT A- I AT&T and Customer Confidential information Addendum_Voice CPE_Support_Services Page 2 of 4 Revision Date 03/10/09 STANDARD S AT&T Equipment Solutions-Voice CPE Resale and Support Services Addendum To Master Agreement G. In the event AT&T responds to Customer's request for Service and AT&T reasonably determines that the problem was not caused by the Equipment maintained herein, Customer will be responsible for additional charges for such response at AT&T's then prevailing rates. H. AT&T's responsibility with respect to its obligation to provide maintenance Service under this Addendum shall be limited to the Customer's side of the CPE residing on the Demarcation Point("Demarcation Point" is defined as the point between facilities controlled or owned by the local telephone carrier and those facilities controlled or owned by Customer). Maintenance Services include maintenance as described herein 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 an Order, attachment or other applicable document. In the event that AT&T 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 Demarcation Point due to 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 AT&T's then prevailing rates. I. AT&T may suspend performance or terminate this Addendum if Customer fails to pay all amounts due by the applicable due date and such failure is not cured within 10 days of receiving AT&T's notice of non-payment. 3. LICENSES Software is provided subject to the particular licensor's standard software license. The standard software license is a separate agreement between Customer and the licensor. Customer's assent to the terms and conditions of this Addendum binds Customer to the terms and conditions of the licensor's standard software license, as if the terms and conditions of the licensor's standard software agreement were fully set forth in this Addendum and Customer shall comply with the terms and conditions of the licensor's standard license and associated documentation. 4. AT&T MAINTENANCE SERVICE DESCRIPTION A. AT&T Voice CPE Maintenance Services — Essential. Customer may request maintenance Service twenty-four (24) hours a day, seven (7)days a week by calling AT&T. If Customer's problem is an Emergency, AT&T will use reasonable commercial efforts to respond to Customer's report of a malfunction 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. Remote diagnostics require customer provided access line and remote access device on all covered equipment with capabilities. In the event the problem is a non-Emergency, AT&T shall use reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as appropriate, within eight (8) business hours, and will complete the appropriate repairs as soon as reasonably practical. AT&T will arrange to replace defective telephone sets and cords by shipping replacements to the customer's site.Customer must return the defective equipment within ten (10) days or AT&T shall invoice Customer for the full replacement cost AT&T reserves the right to inspect all defective equipment and AT&T shall have final determination of the status of such equipment. "Business hours" refers to services performed during Normal Business Hours. Any Services performed outside of the Normal Business Hours shall be performed within mutually agreed to time periods. 5. AGENCY 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 AT&T to perform its Services under this Addendum, Customer agrees that AT&T will be Customer's Site agent to represent Customer in any dealings with any telephone company or government agency with respect to CPE 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 AT&T unless expressly stated otherwise under this Addendum or some other express written agreement between Customer and AT&T. 6. CHANGE IN EQUIPMENT AT&T will have the right and option of conducting periodic equipment reviews for additions and/or deletions which may have occurred and all service pricing shall be adjusted accordingly. In the event Customer elects to terminate portion(s) or reduce the grade of the maintenance Services provided hereunder, Customer shall be liable for fifty percent(50%)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 AT&T directly in connection with the provisioning of such Equipment and Services for Customer. AT&T and Customer Confidential Information EXHIBIT A- Addendum_Voice_CPE Support Services Page 3 of 4 Revision Date 03/10/09 STANDARD 3 9) S AT&T Equipment Solutions-Voice CPE Resale and Support Services Addendum To Master Agreement 7. RENEWAL Unless terminated by either Party upon at least thirty(30)days written notice prior to expiration of the then existing Term, and to avoid Service interruption, the then current Term of any services included in this Addendum shall automatically extend for consecutive one (1) year Term(s) at AT&T's then current pricing for such Services. Upon extension of any Maintenance or Service Plan, the services provided by AT&T shall remain unchanged (except with respect to pricing) unless both Parties agree in writing to any changes at the time of extension. AT&T may only increase the price of the Maintenance or Service Plans provided herein at: (i) the expiration of the initial term; (ii) commencement of any subsequent extension term; or (iii) the time Equipment is changed, upgraded or added to this Addendum. AT&T will provide Customer with a thirty-day notice of such increases. • END OF DOCUMENT • i EXHIBIT A-- AT&T and Customer Confidential Information Addendum_Voice_CPE_Support_Services Page 4 of 4 Revision Date 03/10/09 STANDARD S . AT&T Equipment Solutions—Voice CPE Support Services Attachment Bill of Materials for Equipment and Services Addendum No. 30304868 CITY OF CARMEL 31 FIRST AVENUE NORTHWEST CARMEL, IN 46032 EQUIPMENT COVERED UNDER MAINTENANCE PLAN: Centigram Voice Mail System —8 ports Service Diskette FPSA Software Serial Communication Card System Modem • Centrex Integration Kit Maintenance Terminal Printer Terminal Cable Modem Cable Printer Cable In the event the products listed have been, or are during the course of this Addendum, declared at End of Life(EOL)by the Equipment Manufacture:Manufacturers provide no further technical support for End of Life products; any inherent hardware or software design defects at the time of EOL declaration remain unresolved; no further software patches or firmware updates are made available. Replacement software media is discontinued, and hardware parts, If available, may be limited to secondary suppliers. AT&T will provide reasonable efforts to resolve EOL product failure issues, utilizing internal resources only. Manufacture resources will not be utilized. if resolution of an issue is not possible, Customer acknowledges that a system upgrade or complete replacement (if available) may be required to retain functionality. A system upgrade or replacement is not covered under maintenance or as a part of an Order,and will result In additional charges. EQUIPMENT NOT COVERED UNDER MAINTENANCE PLAN: Maintenance excludes all other equipment and services, including 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. CUSTOMER INITIALS EXHIBIT �A CONFIDENTIAL INFORMATION J tiO/ This Agreement is for use by authorized employees of the parties and is not for general distribution within or outside their companies. Page 1 of 1