HomeMy WebLinkAboutExhibit - Addendum and Master AgreementTag AfftiikkYt
ANNIE PEREZ, CPPO DANIEL J. ALFONSO
ChierPracurement Officer
City Manager
MASTER AGREEMENT AT&T MA1642040UA (MA), AT&T IP
FLEXIBLE REACH PRICING SCHEDULE BVP1642041 (IP), AT&T
FLEXWARE PRICING SCHEDULE NFOD5WTP5ZA (FLEX), AND AT&T
VPN SERVICE PRICING SCHEDULE NBI1642042 (VPN)
BETWEEN CITY OF MIAMI AND AT&T CORP.
ADDENDUM
1) The provisions of this Addendum shall supersede any and all provisions in any other
Contract or understanding between the parties whether oral or in writing, and in the event
a provision of this Addendum conflicts with a provision of the AT&T Corp (AT&T) Contracts
or seeks to eliminate a provision of the AT&T Contracts, the provisions of this Addendum
shall apply.
2) All references to "Customer" shall be referenced as the "City".
3) Customer Contact (for notices) is hereby amended with the underlined language as
follows;
Daniel J. Alfonso
City Manager
3500 Pan American Drive
Miami, Florida 33133
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
4) MA#4.2 titled "Additional Charges and Taxes", is hereby deleted in its entirety and
replaced with the underlined language, as follows;
Services provided are quoted inclusive of all state, local, value-added, or other taxes,
customs, or duties, or other charges (all levied or assessed or provided by law taxes
payable by AT&T). In the event, such taxes and/or charges become applicable to AT&T's
services, applications, or data, AT&T shall pay any such applicable tax upon receipt of
written notice that such taxes are due. The City of Miami is tax-exempt, see Exhibit B.
5) MA#4.3, 4.4 and 4.5, are hereby deleted in their entirety, and replaced with underlined
language, as follows;
All invoices issued by AT&T shall be settled by the City within forty-five (45) days, in
accordance with the Florida Statutes Sections 218.73 and 218.74 on Prompt Payment Act.
AT&T shall submit proper bank documentation to the City to process payments via
Automated Clearing House (ACH). Payment shall be in accordance with Florida Statutes
Sections 218.73 and 218.74 on Prompt Payment Act. All payments not made within forty-
five (45) days shall accrue interest thirty (30) days from their due date at the rate of one (1)
percent per month (or such lesser rate as may be the maximum permissible rate under
applicable laws. No advance or future payments shall be made at any time.
6) MA#4.6 titled "Credit Terms", is hereby deleted in its entirety;
7) MA#5.1 titled "Confidential Information", is hereby amended to add the underlined
language, as follows;
c) Should AT&T determine to dispute any public access provision required by Florida
Statutes, then AT&T shall do so at its own expense and at no cost to the City.
8) MA#6 titled "Limitations of Liability and Disclaimers", is hereby deleted in its entirety
and replaced with the underlined language, as follows:
1. AT&T shall indemnify and hold/save harmless and defend at its own cost and expense,
the City, its agencies and instrumentalities such as its elected and appointed officials,
agents, servants and employees from and against any claim, demand or cause of action
(in this Section collectively referred to as the "City") of whatsoever kind or nature arising
out of the intentional misconduct or gross negligence of AT&T, its agents, servants or
employees in the performance of its obligations pursuant to this Agreement, a third
party claim that the Services or any component thereof infringes or violates any
intellectual property right of any person, and/or of AT&T failure to comply with any
applicable federal, state , county or city law, rule or regulation applicable to AT&T's
responsibilities under this Agreement including without limitation Consumer , Debtor/
Creditor , Credit Reporting and/or Mortgage Laws, or Rules or Regulations. This
indemnity, hold harmless and duty to defend is equally applicable to for all costs, losses
and expenses, including but not limited to, damages to persons or property, judgments,
reasonable attorney's fees, paralegal expenses, and court costs at both the
administrative, regulatory, trial and appellate levels arising out of or in connection with
the operations permitted under this Agreement. The parties understand and agree that
the covenants and representations relating to this indemnification provision shall serve
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the term of this Agreement and continue in full force and effect as to the AT&T
responsibility to indemnify the City, will survive the cancellation or expiration of this
Agreement, as applicable. AT&T will indemnify, defend, and hold City, harmless for any
negligent acts of AT&T or for any violation of any intellectual property laws, intellectual
property rights, contracts or, rules, regulations, or statutes.
9) MA#10.11 titled "Governing Law", is hereby deleted in its entirety and replaced with
the underlined language, as follows;
This Agreement with the City will be governed by and construed under the laws of the
State of Florida regardless of choice or conflict of laws principles. Venue in any
proceedings between AT&T and the City will be in a court of competent jurisdiction
located in Miami -Dade County, Florida. Each party shall bear their own respective
attorney's fees.
10) MA#10.16 titled "Entire Agreement" is hereby deleted and replaced with the
underlined language, as follows;
The Agreement consists of Master Agreement MA1642040UA, AT&T IP Flexible Reach
Pricing Schedule BVP1642041, AT&T FlexWare Pricing Schedule NFOD5WTP5ZA,
AT&T VPN Pricing Schedule NB11642042, this Addendum and its Exhibits A & B.
11) Article titled "Order of Precedence", has been added with the underlined language,
as follows;
In case of any contradictions and discrepancies between the parts of the Contract,
precedence shall be given in the following decreasing order;
a) This Addendum
b) Purchase Order Terms and Conditions
c) The articles of the Contract without its Appendices
d) Appendices hereto
12) Article titled "Insurance", has been added with the underlined language, as
follows;
AT&T shall provide and maintain in force at all times during the Agreement with the City,
such insurance, including Workers' Compensation and Employer's Liability Insurance,
Comprehensive General Liability Insurance, Automobile Liability Insurance and Errors and
Omissions Insurance to assure the protection contained in the foregoing indemnification
undertaken by AT&T.
1. Workers' Compensation subject to Statutory limits for the State of Florida with
$100,000 Employers Liability.
Commercial General Liability Insurance with limits of no less than $1,000,000.00
per occurrence, $2,000,000 policy aggregate, affording coverage for bodily
injury, including death, and property damage. The certificate of insurance shall
insure exposures arising out of premises and operations, products and
completed operations, personal injury and advertising liability, and include
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coverage for contingent and contractual exposures. This insurance shall be
written on a primary and non-contributory wording, and shall list the City as an
additional insured.
2. Business Auto Liability protecting against bodily injury and property damage
arising out of operation, maintenance or use of any auto, including owned, non -
owned and hired automobiles exposures, with limits of not less than
$1,000,000.00 per accident. The City shall appear listed as an additional insured
on this coverage.
3. Professional Liability/Errors and Omissions Insurance with limits of liability
provided by such policy of no less than $1,000,000.00 per claim, $2,000,000
policy aggregate including retro date coverage.
4. A Certificate of Insurance acceptable to the City shall be provided listing the
above coverages and providing 30 days prior written notice to the City in the
case of cancellation. The City shall be named as an additional insured on all
liabilities, except professional liability and workers' compensation coverage. A
copy of the certificate shall be mailed to the City's Risk Management Department
at the time AT&T executes this Agreement.
13) Article titled "City Not Liable for Delays", has been added with the underlined
language, as follows;
AT&T hereby understands and agrees that in no event shall the City be liable for, or
responsible to AT&T or any subcontractor, or to any other person, firm, or entity for or on
account of, any stoppages or delay(s) in work herein provided for, or any damages
whatsoever related thereto, because of any injunction or other legal or equitable
proceedings or on account of any delays) for any cause over which the City has no control.
14) Article titled "Use of Name", has been added with the underlined language, as
follows;
AT&T understands and agrees that the City is not engaged in research for advertising,
sales promotion, or other publicity purposes. AT&T is allowed, within the limited scope of
normal and customary marketing and promotion of its work, to use the general results of
this project and the name of the City. AT&T agrees to protect any confidential information
provided by the City and will not release information of a specific nature without prior written
consent of the City Manager or the City Commission.
15) Article titled "No Conflict of Interest", has been added with the underlined
language, as follows;
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, AT&T hereby certifies to the City that no individual member of AT&T,
no employee, and no subcontractors under this Agreement or any immediate family
member of any of the same is also a member of any board, commission, or agency of the
City. AT&T hereby represents and warrants to the City that throughout the term of this
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Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition
of the City Code.
16) Article titled "Truth -in -Negotiation Certification, Representation and Warranty", has
been added with the underlined language, as follows;
AT&T hereby certifies, represents and warrants to the City that on the date of Contractor's
execution of this Agreement, and so long as this Agreement shall remain in full force and
effect, the wage rates and other factual unit costs supporting the compensation to AT&T
under this Agreement are and will continue to be accurate, complete, and current. AT&T
understands, agrees and acknowledges that the City shall adjust the amount of the
compensation and any additions thereto to exclude any significant sums by which the City
determines the contract price of compensation hereunder was increased due to inaccurate,
incomplete, or non -current wage rates and other factual unit costs. In the event AT&T
provides services on an hourly basis, all such contract adjustments shall be made within
one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated
pursuant to the provisions hereof.
17) Article titled "Counterparts", has been added with the underlined language, as
follows;
This Agreement may be executed in three or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute one and the
same agreement.
18) Article titled "Public Records", has been added with the underlined language, as
follows;
If the contractor has questions regarding the application of chapter 119, Florida Statutes,
to the contractor's duty to provide public records relating to this contract, contact the
custodian of public records at (305) 416-1830, Via email at
PublicRecordsnmiamigov.com, or regular email at City of Miami Office of the City
Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
"AT&T" "City"
AT&T Corp CITY OF MIAMI, a municipal
corporation
BY:
DATE:
ATTEST:
Corporate Secretary/Notary Public
Corporate Seal/Notary Seal
BY:
DATE:
Daniel J. Alfonso, City Manager
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
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Exhibit A
City of Miami March 2017 IP Flex on AVPN with Kronos
36 month budgetary pricing
Monthly Install
20M AVPN Port $1,032.24
20M Ethernet Access w/ Ethernet
Hand-off $643.26
100 CC's c? $12.90 $1,290.00
FlexWare - Router $203.00 $450.00
Total $3,168.50 $450,00
Note: City of Miami will need to secure dial tone at the Kronos facility for the AVPN Router out of band
management.
Page 7
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Page 8
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AT&T MA Reference No. MA1642040UA
at&t
MASTER AGREEMENT
Customer
AT&T
CITY OF MIAMI
Street Address: 444 SW 2nd Ave
City: Miami State/Province : FL
Zip Code: 331301910 Country: United States
AT&T Corp.
Customer Contact (for notices)
AT&T Contact (for notices)
Name: Hector Pico
Title: IT Infrastructure Manager
Street Address: 444 SW 2nd Ave
City: Miami
State/Province: FL
Zip Code: 331301910
Country: United States
Telephone: (305) 416-1075
Fax:
Email: hpicoa@miamigov.com
Street Address: 13450 W Sunrise Blvd
City: Sunrise State/Province: FL
Zip Code: 33323 Country: United States
With a copy to:
AT&T Corp.
One AT&T Way
Bedminster, NJ 07921-0752
ATTN: Master Agreement Support Team
Email: mast@att.com
This Master Agreement ("Master Agreement"), between the customer named above ("Customer") and the AT&T entity named above
("AT&T"), is effective when signed by both Customer and AT&T
Customer
(by its authorized representative)
AT&T
(by its authorized representative)
By:
By:
Name:
Name.
Title:
Title.
Date:
Date:
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MASTER AGREEMENT
1. INTRODUCTION
1.1 Overview of Documents. This Master Agreement and the following additional documents (collectively, the "Agreement') shall
apply to all products and services AT&T provides Customer pursuant to this Agreement ("Services") and shall continue in effect so long as
Services are provided under this Agreement:
(a) Pricing Schedules. A 'Pricing Schedule" means a pricing schedule (including related attachments) or other document that is
attached to or is later executed by the parties and references this Master Agreement. A Pricing Schedule includes the Services,
the pricing (including discounts and commitments, if applicable) and the pricing schedule term ("Pricing Schedule Term").
(b) Tariffs and Guidebooks. "Tariffs" are documents containing the descriptions, pricing and other terms and conditions for a
Service that AT&T or its Affiliates file with regulatory authorities. "Guidebooks" are documents (designated as Guidebooks or
Price Lists) containing the descriptions, pricing and other terms and conditions for a Service that were but no longer are filed with
regulatory authorities. Tariffs and Guidebooks can be found at att.com/servicepublications or other locations AT&T may
designate.
(c) Acceptable Use Policy. AT&T's Acceptable Use Policy ("AUP") applies to (i) Services provided over or accessing the Internet
and (ii) wireless (i.e., cellular) data and messaging Services. The AUP can be found at att.com/aup or other locations AT&T may
designate.
(d) Service Guides. The descriptions, pricing and other terms and conditions for a Service not covered by a Tariff or Guidebook
may be contained in a Service Guide, which can be found at att.corn/servicepublications or other locations AT&T may designate.
1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: the applicable Pricing Schedule or
Order; this Master Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that Tariffs will be first in priority in any
jurisdiction where applicable law or regulation does not permit contract terms to take precedence over inconsistent Tariff terms.
1.3 Revisions to Documents. Subject to Section 8.2(b) (Materially Adverse Impact), AT&T may revise Service Publications at any
time.
1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name, and such Affiliate
contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their
respective Affiliates to comply with any such separate and associated contract.
2. AT&T DELIVERABLES
2.1 Services. AT&T will either provide or arrange to have an AT&T Affiliate provide Services to Customer and its Users, subject to
the availability and operational limitations of systems, facilities and equipment. Where required, an AT&T Affiliate authorized by the
appropriate regulatory authority will be the service provider. If an applicable Service Publication expressly permits placement of an order
for a Service under this Master Agreement without the execution of a Pricing Schedule, Customer may place such an order using AT&T's
standard ordering processes (an "Order"), and upon acceptance by AT&T, the Order shall otherwise be deemed a Pricing Schedule under
this Master Agreement for the Service ordered.
2.2 AT&T Equipment. Services may be provided using equipment owned by AT&T that is located at the Site ("AT&T Equipment"),
but title to the AT&T Equipment will remain with AT&T. Customer must provide adequate space and electric power for the AT&T Equipment
and keep the AT&T Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of loss or damage to
the AT&T Equipment (other than ordinary wear and tear), except to the extent caused by AT&T or its agents.
2.3 Purchased Equipment. Except as specified in a Service Publication, title to and risk of loss of Purchased Equipment shall pass
to Customer on delivery to the transport carrier for shipment to Customer's designated location.
2.4 License and Other Terms. Software, Purchased Equipment and Third -Party Services may be provided subject to the terms of a
separate license or other agreement between Customer and either the licensor, the third -party service provider or the manufacturer.
Customer's execution of the Pricing Schedule for or placement of an Order for Software, Purchased Equipment or Third -Party Services is
Customer's agreement to comply with such separate agreement. Unless a Service Publication specifies otherwise, AT&T's sole
responsibility with respect to Third -Party Services is to place Customer's orders for Third -Party Services, except that AT&T may invoice
and collect payment from Customer for the Third -Party Services.
3. CUSTOMER'S COOPERATION
3.1 Access Right. Customer will in a timely manner allow AT&T access as reasonably required for the Services to property and
equipment that Customer controls and will obtain at Customer's expense timely access for AT&T as reasonably required for the Services to
property controlled by third parties such as Customer's landlord. AT&T will coordinate with and, except in an emergency, obtain
Customer's consent to enter upon Customer's property and premises, which consent shall not be unreasonably withheld. Access rights
mean the right to construct, install, repair, maintain, replace and remove access lines and network facilities and the right to use ancillary
equipment space within a building for Customer's connection to AT&T's network. Customer must provide AT&T timely information and
access to Customer's facilities and equipment as AT&T reasonably requires for the Services, subject to Customer's reasonable security
policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities and other items as AT&T
reasonably requires for the Services and will obtain any necessary licenses, permits and consents (including easements and rights -of -
way). Customer will have the Site ready for AT&T to perform its work according to a mutually agreed schedule.
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MASTER AGREEMENT
3.2 Safe Working Environment. Customer will ensure that the location at which AT&T installs, maintains or provides Services is a
safe working environment, free of Hazardous Materials and reasonably suitable for the Services. "Hazardous Materials" mean any
substance or material capable of posing an unreasonable risk to health, safety or property or whose use, transport, storage, handling,
disposal or release is regulated by any law related to pollution, to protection of air, water or soil or to health and safety. AT&T shall have no
obligation to perform work at a location that is not a suitable and safe working environment or to handle, remove or dispose of Hazardous
Materials.
3.3 Users. "User" means anyone who uses or accesses any Service provided to Customer. Customer will cause Users to comply
with this Agreement and is responsible for Users' use of any Service unless expressly provided to the contrary in an applicable Service
Publication.
3.4 Resale of Services. Customer may not resell the Services or rebrand the Services for resale to third parties without AT&T's prior
written consent.
4. PRICING AND BILLING
4.1 Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term. The prices listed in a Pricing
Schedule are stabilized until the end of the Pricing Schedule Term and will apply in lieu of the corresponding prices set forth in the
applicable Service Publication. No promotion, credit, discount or waiver set forth in a Service Publication will apply. Unless the Pricing
Schedule states otherwise, at the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or
other requirements in a Service Publication for Customer to terminate a Service Component) under a month -to -month service arrangement
at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. AT&T may change such prices, terms or
conditions on 30 days' prior notice to Customer.
4.2 Additional Charges and Taxes Prices set forth in a Pricing Schedule are exclusive of and Customer will pay all taxes
(excluding those on AT&T's net income), surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar
charges (and any associated interest and penalties resulting from Customer's failure to timely pay such taxes or similar charges) relating to
the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides a valid
exemption certificate prior to the delivery of Services. To the extent required by law, Customer may withhold or deduct any applicable taxes
from payments due to AT&T, provided that Customer will use reasonable commercial efforts to minimize any such taxes to the extent
allowed by law or treaty and will furnish AT&T with such evidence as may be required by relevant taxing authorities to establish that such
tax has been paid so that AT&T may claim any applicable credit.
4.3 Billing. Unless a Service Publication specifies otherwise, Customer's obligation to pay for a Service Component begins upon
availability of the Service Component to Customer. Customer will pay AT&T without deduction, setoff or delay for any reason (except for
withholding taxes as provided in Section 4.2 - Additional Charges and Taxes or in Section 4.5 - Delayed Billing; Disputed Charges). At
Customer's request, but subject to AT&T's consent (which may not be unreasonably withheld or withdrawn), Customer's Affiliates may be
invoiced separately, and AT&T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates
do not pay charges in accordance with this Agreement. AT&T may require Customer or its Affiliates to tender a deposit if AT&T
determines, in its reasonable judgment, that Customer or its Affiliates are not creditworthy, and AT&T may apply such deposit to any
charges owed.
4.4 Payments. Payment is due within 30 days after the date of the invoice (unless another date is specified in an applicable Tariff or
Guidebook) and must refer to the invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements
or other statements on checks are void. Customer will reimburse AT&T for all costs associated with collecting delinquent or dishonored
payments, including reasonable attorneys' fees. AT&T may charge late payment fees at the lowest of (a) 1.5% per month (18% per
annum), (b) for Services contained in a Tariff or Guidebook at the rate specified therein, or (c) the maximum rate allowed by law for
overdue payments.
4.5 Delayed Billing; Disputed Charges. Customer will not be required to pay charges for Services initially invoiced more than 6
months after close of the billing period in which the charges were incurred, except for calls assisted by an automated or live operator. If
Customer disputes a charge, Customer will provide notice to AT&T specifically identifying the charge and the reason it is disputed within 6
months after the date of the invoice in which the disputed charge initially appears, or Customer waives the right to dispute the charge. The
portion of charges in dispute may be withheld and will not be considered overdue until AT&T completes its investigation of the dispute, but
Customer may incur late payment fees in accordance with Section 4.4 (Payments). Following AT&T's notice of the results of its
investigation to Customer, payment of all properly due charges and properly accrued late payment fees must be made within ten (10)
business days. AT&T will reverse any late payment fees that were invoiced in error.
4.6 Credit Terms. AT&T retains a lien and purchase money security interest in each item of Purchased Equipment and Vendor
Software until Customer pays all sums due. AT&T is authorized to sign and file a financing statement to perfect such security interest.
4,7 MARC. Minimum Annual Revenue Commitment ("MARC") means an annual revenue commitment set forth in a Pricing Schedule
that Customer agrees to satisfy during each 12-consecutive-month period of the Pricing Schedule Term. If Customer fails to satisfy the
MARC for any such 12-month period, Customer will pay a shortfall charge in an amount equal to the difference between the MARC and the
total of the applicable MARC-Eligible Charges incurred during such 12-month period, and AT&T may withhold contractual credits until
Customer pays the shortfall charge.
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4.8 Adjustments to MARC.
(a) In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant
restructuring or reorganization of Customer's business, or network optimization using other Services, or a reduction of AT&T's
prices, or a force majeure event, any of which significantly impairs Customer's ability to meet a MARC, AT&T will offer to adjust
the affected MARC to reflect Customer's reduced usage of Services (with a corresponding adjustment to the prices, credits or
discounts available at the reduced MARC level). If the parties reach agreement on a revised MARC, AT&T and Customer will
amend the affected Pricing Schedule prospectively. This Section 4.8 will not apply to a change resulting from Customer's
decision to use service providers other than AT&T. Customer will provide AT&T notice of the conditions Customer believes will
require the application of this provision. This provision does not constitute a waiver of any charges, including monthly recurring
charges and shortfall charges, Customer incurs prior to amendment of the affected Pricing Schedule.
(b) If Customer, through merger, consolidation, acquisition or otherwise, acquires a new business or operation, Customer and AT&T
may agree in writing to include the new business or operation under this Agreement. Such agreement will specify the impact, if
any, of such addition on Customer's MARC or other volume or growth discounts and on Customer's attainment thereof.
5. CONFIDENTIAL INFORMATION
5.1 Confidential Information. Confidential Information means: (a) information the parties or their Affiliates share with each other in
connection with this Agreement or in anticipation of providing Services under this Agreement (including pricing or other proposals), but only
to the extent identified as Confidential Information in writing; and (b) except as may be required by applicable law or regulation, the terms
of this Agreement.
5.2 Obligations. A disclosing party's Confidential Information will, for a period of 3 years following its disclosure to the other party
(except in the case of software, for which the period is indefinite): (a) not be disclosed, except to the receiving party's employees, agents
and contractors having a need -to -know (but only if such agents and contractors are not direct competitors of the other party and agree in
writing to use and disclosure restrictions as restrictive as this Section 5) or to the extent authorized to be revealed by law, governmental
authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing
party to the extent practicable and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be
used only for purposes of using the Services, evaluating proposals for new services or performing this Agreement (including in the case of
AT&T to detect fraud, to check quality and to operate, maintain and enhance the network and Services).
5.3 Exceptions. The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the
receiving party without use of the disclosing party's Confidential Information; (b) is lawfully received by the receiving party free of any
obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement.
5.4 Privacy. Each party is responsible for complying with the privacy laws applicable to its business. AT&T shall require its
personnel, agents and contractors around the world who process Customer Personal Data to protect Customer Personal Data in
accordance with the data protection laws and regulations applicable to AT&T's business. If Customer does not want AT&T to comprehend
Customer data to which it may have access in performing Services, Customer must encrypt such data so that it will be unintelligible.
Customer is responsible for obtaining consent from and giving notice to its Users, employees and agents regarding Customer's and
AT&T's collection and use of the User, employee or agent information in connection with a Service. Customer will only make accessible or
provide Customer Personal Data to AT&T when it has the legal authority to do so. Unless otherwise directed by Customer in writing, if
AT&T designates a dedicated account representative as Customer's primary contact with AT&T, Customer authorizes that representative
to discuss and disclose Customer's customer proprietary network information to any employee or agent of Customer without a need for
further authentication or authorization.
6. LIMITATIONS OF LIABILITY AND DISCLAIMERS
6.1 Limitation of Liability.
(a) EITHER PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'S EXCLUSIVE REMEDY FOR DAMAGES ON ACCOUNT OF
ANY CLAIM ARISING OUT OF AND NOT DISCLAIMED UNDER THIS AGREEMENT SHALL BE:
(i) FOR BODILY INJURY, DEATH OR DAMAGE TO REAL PROPERTY OR TO TANGIBLE PERSONAL PROPERTY
PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, PROVEN DIRECT DAMAGES;
(ii) FOR BREACH OF SECTION 5 (Confidential information), SECTION 10.1 (Publicity) OR SECTION 10.2 (Trademarks),
PROVEN DIRECT DAMAGES;
(iii) FOR ANY THIRD -PARTY CLAIMS, THE REMEDIES AVAILABLE UNDER SECTION 7 (Third Party Claims);
(iv) FOR CLAIMS ARISING FROM THE OTHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
PROVEN DAMAGES; OR
(v) FOR CLAIMS OTHER THAN THOSE SET FORTH IN SECTION 6.1(a)(i)-(iv), PROVEN DIRECT DAMAGES NOT TO
EXCEED, ON A PER CLAIM OR AGGREGATE BASIS DURING ANY TWELVE (12) MONTH PERIOD, AN AMOUNT
EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE IN THE
RELEVANT COUNTRY DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH THE CLAIM
AROSE.
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(b) EXCEPT AS SET FORTH IN SECTION 7 (Third Party Claims) OR IN THE CASE OF A PARTY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR
LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS.
(c) THE LIMITATIONS IN THIS SECTION 6 SHALL NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL
PROPERLY DUE CHARGES UNDER THIS AGREEMENT.
6.2 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABIL!TY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES,
CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR
ANY SERVICE ERROR OR INTERRUPTION, INCLUDING INTERRUPTIONS OR ERRORS IN ROUTING OR COMPLETING ANY 911
OR OTHER EMERGENCY RESPONSE CALLS OR ANY OTHER CALLS OR TRANSMISSIONS (EXCEPT FOR CREDITS EXPLICITLY
SET FORTH IN THIS AGREEMENT); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR
THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S (OR ITS AFFILIATES', USERS' OR THIRD PARTIES')
APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS.
6.3 Purchased Equipment and Vendor Software Warranty. AT&T shall pass through to Customer any warranties for Purchased
Equipment and Vendor Software available from the manufacturer or licensor. The manufacturer or licensor, and not AT&T, is responsible
for any such warranty terms and commitments. ALL SOFTWARE AND PURCHASED EQUIPMENT IS OTHERWISE PROVIDED TO
CUSTOMER ON AN "AS IS" BASIS.
6.4 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NON -INFRINGEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY ARISING SY USAGE OF TRADE OR
SY COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS OR
OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911
OR ANY SIMILAR EMERGENCY RESPONSE NUMBER) AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE
ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT
TO LOAD BALANCING OR THAT AT&T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR
IMPROPER ACCESS TO CUSTOMER'S DATA AND INFORMATION.
6.5 Application and Survival. The disclaimer of warranties and !imitations of liability set forth in this Agreement will apply regardless
of the form of action, whether in contract, equity, tort, strict liability or otherwise, of whether damages were foreseeable and of whether a
party was advised of the possibility of such damages and will apply so as to limit the liability of each party and its Affiliates and their
respective employees, directors, subcontractors and suppliers. The limitations of liability and disclaimers set out in this Section 6 will
survive failure of any exclusive remedies provided in this Agreement.
7. THIRD PARTY CLAIMS
7.1 AT&T's Obligations. AT&T agrees at its expense to defend and either to settle any third -party claim against Customer, its
Affiliates and its and their respective employees and directors or to pay ail damages that a court finally awards against such parties for a
claim alleging that a Service provided to Customer under this Agreement infringes any patent, trademark, copyright or trade secret, but not
where the claimed infringement arises out of or results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the
Service by Customer, its Affiliate or a third party, or combinations of the Service with any non -AT&T services or products by Customer or
others; (c) AT&T's adherence to Customer's or its Affiliate's written requirements; or (d) use of a Service in violation of this Agreement.
7.2 Customer's Obligations. Customer agrees at its expense to defend and either to settle any third -party claim against AT&T, its
Affiliates and its and their respective employees, directors, subcontractors and suppliers or to pay all damages that a court finally awards
against such parties for a claim that: (a) arises out of Customer's, its Affiliate's or a User's access to or use of the Services and the claim is
not the responsibility of AT&T under Section 7.1; (b) alleges that a Service infringes any patent, trademark, copyright or trade secret and
falls within the exceptions in Section 7.1; or (c) alleges a breach by Customer, its Affiliate or a User of a Software license agreement.
7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for Customer to
continue using, or may replace or modify, the Service so that it is non -infringing.
7.4 Notice and Cooperation. The party seeking defense or settlement of a third -party claim under this Section 7 will provide notice
to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no
effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to
control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel
reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended,
which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against
the party being defended is limited to monetary damages that are paid by the defending party under this Section 7.
7.5 AT&T's obligations under Section 7.1 shall not extend to actual or alleged infringement or misappropriation of intellectual
property based on Purchased Equipment, Software, or Third -Party Services.
8. SUSPENSION AND TERMINATION
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8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party
becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding or
makes an assignment for the benefit of its creditors.
8.2 Termination or Suspension The following additional termination provisions apply:
(a) Material Breach. If either party fails to perform or observe any material warranty, representation, term or condition of this
Agreement, including non-payment of charges, and such failure continues unremedied for 30 days after receipt of notice, the
aggrieved party may terminate (and AT&T may suspend and later terminate) the affected Service Components and, if the breach
materially and adversely affects the entire Agreement, terminate (and AT&T may suspend and later terminate) the entire
Agreement.
(b) Materially Adverse Impact. if AT&T revises a Service Publication, the revision has a materially adverse impact on Customer
and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after receipt of notice from
Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service Components on 30 days'
notice to AT&T, given not later than 90 days after Customer first learns of the revision to the Service Publication. "Materially
adverse impacts" do not include changes to non -stabilized pricing, changes required by governmental authority, or assessment
of or changes to additional charges such as surcharges or taxes.
(c) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT&T, AT&T may
suspend the affected Service Components. AT&T reserves the right, however, to suspend or terminate immediately when:
(i) AT&T's suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii) AT&T is acting in
response to a court order or governmental notice that certain conduct must be stopped; or (iii) AT&T reasonably determines that
(a) it may be exposed to sanctions, liability, prosecution or other adverse consequences under applicable law if AT&T were to
allow the violation to continue; (b) such violation may harm or interfere with the integrity, normal operations or security of AT&T's
network or networks with which AT&T is interconnected or may interfere with another customer's use of AT&T services or the
Internet; or (c) such violation otherwise presents an imminent risk of harm to AT&T, AT&T's customers or its or their respective
employees.
(d) Fraud or Abuse. AT&T may terminate or suspend an affected Service or Service Component and, if the activity materially and
adversely affects the entire Agreement, terminate or suspend the entire Agreement, immediately by providing Customer with as
much advance notice as is reasonably practicable under the circumstances if Customer, in the course of breaching the
Agreement: (i) commits a fraud upon AT&T; (ii) uses the Service to commit a fraud upon another party; (iii) unlawfully uses the
Service; (iv) abuses or misuses AT&T's network or Service; or (v) interferes with another customer's use of AT&T's network or
services.
(e) Infringing Services. If the options described in Section 7.3 (Infringing Services) are not reasonably available, AT&T may at its
option terminate the affected Services or Service Components without liability other than as stated in Section 7.1 (AT&T's
Obligations).
(f) Hazardous Materials. If AT&T encounters any Hazardous Materials at the Site, AT&T may terminate the affected Services or
Service Components or may suspend performance until Customer removes and remediates the Hazardous Materials at
Customer's expense in accordance with applicable law.
8.3 Effect of Termination.
(a) Termination or suspension by either party of a Service or Service Component does not waive any other rights or remedies a
party may have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service or
Service Component.
(b) If a Service or Service Component is terminated, Customer will pay all amounts incurred prior to the effective date of termination.
8.4 Termination Charges.
(a) if Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the
Agreement or if AT&T terminates a Service or Service Component other than for cause, Customer will not be liable for the
termination charges set forth in this Section 8.4,
(b) If Customer or AT&T terminates a Service or Service Component prior to Cutover other than as set forth in Section 8.4(a),
Customer (i) will pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or
(ii) in the absence of such specified charges, will reimburse AT&T for time and materials incurred prior to the effective date of
termination, plus any third party charges resulting from the termination.
(c) If Customer or AT&T terminates a Service or Service Component after Cutover other than as set forth in Section 8.4(a),
Customer will pay applicable termination charges as follows: (i) 50% (unless a different amount is specified in the Pricing
Schedule) of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion
of an applicable Minimum Payment Period; (ii) if termination occurs before the end of an applicable Minimum Retention Period,
any associated credits or waived or unpaid non -recurring charges; and (iii) any charges incurred by AT&T from a third party (i.e.,
not an AT&T Affiliate) due to the termination. The charges set forth in Sections 8.4(c)(i) and (ii) will not apply if a terminated
Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period
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or Minimum Retention Period, as applicable, (the "Minimum Period") and associated charge for the replacement Service
Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service
Component, respectively, and if the upgrade is not restricted in the applicable Service Publication.
(d) in addition, if Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the
unsatisfied MARC for the balance of the Pricing Schedule Term.
9. IMPORT/EXPORT CONTROL
Neither party will use, distribute, transfer or transmit any equipment, services, software or technical information provided under this
Agreement (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and
regulations.
10. MISCELLANEOUS PROVISIONS
10.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the
provision of Services without the prior written consent of the other party.
10.2 Trademarks, Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos,
trademarks, service marks or other indicia of origin without the other party's prior written consent, which consent may be revoked at any
time by notice.
10.3 Independent Contractor. Each party is an independent contractor. Neither party controls the other, and neither party nor its
Affiliates, employees, agents or contractors are Affiliates, employees, agents or contractors of the other party.
10.4 Force Majeure. Except for payment of amounts due, neither party wit be liable for any delay, failure in performance, loss or
damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military
authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental
agencies or other causes beyond such party's reasonable control.
10.5 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing
and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a
waiver of any other breach of this Agreement.
10.6 Assignment and Subcontracting.
(a) Customer may, without AT&T's consent but upon notice to AT&T, assign in whole or relevant part its rights and obligations under
this Agreement to a Customer Affiliate. AT&T may, without Customer's consent, assign in whole or relevant part its rights and
obligations under this Agreement to an AT&T Affiliate. In no other case may this Agreement be assigned by either party without
the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). In the case of any
assignment, the assigning party shall remain financially responsible for the performance of the assigned obligations.
(b) AT&T may subcontract to an Affiliate or a third party work to be performed under this Agreement but will remain financially
responsible for the performance of such obligations.
(c) In countries where AT&T does not have an Affiliate to provide a Service, AT&T may assign its rights and obligations related to
such Service to a local service provider, but AT&T will remain responsible to Customer for such obligations. In certain countries,
Customer may be required to contract directly with the local service provider.
10.7 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.11
(Governing Law), applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties
will negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with
the original intention of the parties.
10.8 Injunctive Relief. Nothing in this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or
permanent injunctive relief in appropriate circumstances from a court of competent jurisdiction.
10.9 Legal Action. Any fegal action arising in connection with this Agreement must be filed within two (2) years after the cause of
action accrues, or it will be deemed time -barred and waived. The parties waive any statute of limitations to the contrary.
10.10 Notices. Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made by hand (in
which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to
have been effected one (1) business day after the date of mailing), or by first class pre -paid post (in which case delivery will be deemed to
have been effected five (5) days after the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed
to have been effected on the day the transmission was sent). Any such notice shall be sent to the office of the recipient set forth on the
cover page of this Agreement or to such other office or recipient as designated in writing from time to time.
10.11 Governing Law. This Agreement will be governed by the law of the State of New York, without regard to its conflict of law
principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law. The United Nations Convention
on Contracts for International Sale of Goods will not apply.
10.12 Compliance with Laws. Each party will comply with all applicable laws and regulations and with all applicable orders issued by
courts or other governmental bodies of competent jurisdiction.
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10.13 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and AT&T and does not provide any third party
(including Users) the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other
right or privilege.
10.14 Survival. The respective obligations of Customer and AT&T that by their nature would continue beyond the termination or
expiration of this Agreement, including the obligations set forth in Section 5 (Confidential Information), Section 6 (Limitations of Liability and
Disclaimers) and Section 7 (Third Party Claims), will survive such termination or expiration.
10.15 Agreement Language. The language of this Agreement is English. If there is a conflict between this Agreement and any
translation, the English version will take precedence.
10.16 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter.
Except as provided in Section 2.4 (License and Other Terms), this Agreement supersedes all other agreements, proposals,
representations, statements and understandings, whether written or oral, concerning the Services or the rights and obligations relating to
the Services, and the parties disclaim any reliance thereon. This Agreement will not be modified or supplemented by any written or oral
statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this
Agreement.
11. DEFINITIONS
"Affiliate" of a party means any entity that controls, is controlled by or is under common control with such party.
"API" means an application program interface used to make a resources request from a remote implementer program. An API may include
coding, specifications for routines, data structures, object classes, and protocols used to communicate between programs.
"AT&T Software" means software, including APIs, and all associated written and electronic documentation and data owned by AT&T and
licensed by AT&T to Customer. AT&T Software does not include software that is not furnished to Customer.
"Customer Personal Data" means information that identifies an individual, that Customer directly or indirectly makes accessible to AT&T
and that AT&T collects, holds or uses in the course of providing the Services.
"Cutover" means the date Customer's obligation to pay for Services begins.
"Effective Date" of a Pricing Schedule means the date on which the last party signs the Pricing Schedule unless a later date is required by
regulation or law.
"MARC-Eligible Charges" means the recurring and usage charges (including amounts calculated from unpaid charges that are owed
under Section 8.4(c)(i)), after deducting applicable discounts and credits (other than outage or SLA credits), that AT&T charges Customer
for the Services identified in the applicable Pricing Schedule as MARC-contributing. The following are not MARC-Eligible Charges: (a)
charges for or in connection with Customer's purchase of equipment; (b) taxes; and (c) charges imposed in connection with
governmentally imposed costs or fees (such as USF, PICC, payphone service provider compensation, E911 and deaf relay charges).
"Minimum Payment Period" means the Minimum Payment Period identified for a Service Component in a Pricing Schedule or Service
Publication during which Customer is required to pay recurring charges for the Service Component.
"Minimum Retention Period" means the Minimum Retention Period identified for a Service Component in a Pricing Schedule or Service
Publication during which Customer is required to maintain service to avoid the payment (or repayment) of certain credits, waived charges
or amortized charges.
"Purchased Equipment" means equipment or other tangible products Customer purchases under this Agreement, including any
replacements of Purchased Equipment provided to Customer. Purchased Equipment also includes any internal code required to operate
such Equipment. Purchased Equipment does not include Software but does include any physical media provided to Customer on which
Software is stored.
"Service Component" means an individual component of a Service provided under this Agreement.
"Service Publications" means Tariffs, Guidebooks, Service Guides and the AUP.
"Site" means a physical location, including Customer's collocation space on AT&T's or its Affiliate's or subcontractor's property, where
AT&T installs or provides a Service.
"Software" means AT&T Software and Vendor Software.
"Third -Party Service" means a service provided directly to Customer by a third party under a separate agreement between Customer and
the third party.
"Vendor Software" means software, including APIs, and all associated written and electronic documentation and data AT&T furnishes to
Customer, other than AT&T Software.
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AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID. BVP1642041
at&t
AT&T IP FLEXIBLE REACH
PRICING SCHEDULE
Customer
AT&T
CITY OF MIAMI
Street Address: 444 SW 2nd Ave
City: Miami StatelProvince : FL
Zip Code: 331301910 Country: United States
AT&T Corp.
Customer Contact (for notices)
AT&T Sales Contact Information and for Contract Notices
❑ Primary AT&T Contact
Name: Hector Pico
Title: IT infrastructure Manager
Street Address: 444 SW 2nd Ave
City: Miami
State/Province: FL
Zip Code: 331301910
Country: United States
Telephone: (305) 416-1075
Fax:
Email: hpico@miamigov.com
Customer Account Number or Master Account Number: 1-QVCQ-
441
Name: DAPHNE DILBERT
Street Address: 13450 W Sunrise Blvd
City: Sunrise State/Province: FL
Zip Code: 33323 Country: United States
Telephone: 8135040731 Fax: 8322130652
Email: dd1829@us.att.com
Sales/Branch Manager: LINDBORG ERIK
SCVP Name: LINDBORG ERIK
Sales Strata: Retail Sales Region: SE
With a copy to:
AT&T Corp.
One AT&T Way
Bedminster, NJ 07921-0752
ATTN: Master Agreement Support Team Email: mast@att.com
AT&T Solution Provider or Representative Information (if applicable)
Name: Company Name: Agent Street Address:
City: State: Zip Code: Country:
Telephone: Fax: Email: Agent Code
This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above.
The undersigned, on behalf of Customer, acknowledges that Customer has received and understands the advisories concerning (i) the
circumstances under which, and (1i) the non -US countries in which, emergency calling (including but not limited to E911 service or its
equivalent in other countries) is not or may not be available, as stated and identified in the AT&T Business Voice over IP Services
Service Guide found in the SG Library at http://serviceguidenew.att.com. Such circumstances include, but are not limited to, relocation of
the User's CPE, use of a non-native or virtual telephone number, failure in the broadband connection, loss of electrical power, and delays
that may occur in updating the Customer's location in the automatic location information database. For additional Most of World
advisories, see section "Additional Terms," sub -heading "Emergency Calling Most of World".
Customer (by its authorized representative)
AT&T (by its authorized representative)
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
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eCRM ID 1-1GG54RJ StD6081 1585
AT&T Solution No. FM0164204121165
V01.2015
ps_bvoip_abscon_newstart
t,uiivaui iu: o,SO LO,
AT&T IP FLEXIBLE REACH
PRICING SCHEDULE
1. SERVICES
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID. BVP1642041
Service
Service Publication Location
AT&T IP FLEXIBLE REACH
http:Nservicequidenew.att.comisq flashPlaverPaoe/BVOIP
2. PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule Term
36 months
Pricing Schedule Term Start Date
Effective Date of this Pricing Schedule
Effective Date of Rates and Discounts
3. MARC
Effective Date of this Pricing Schedule
MARC under this Pricing Schedule
4. MINIMUM PAYMENT PERIOD
None
Service Components
Percent of Monthly Service Fees Due Upon Termination
Prior to Completion of Minimum Payment Period
Minimum Payment Period
per Service Component
All Service Components
50%
Longer of 12 months or until the end
of the Pricing Schedule Term
5. ADDITIONAL TERMS AND CONDITIONS
5.1 Emergency Calling Most of World
At or before Service activation at a Most of World Site with outbound BVoIP calling, Customer certifies it has and agrees to
continuously keep individual business lines and other appropriate facilities with a local service provider or other provider
capable of, and responsible for, providing Customer access to three -digit emergency dialing services, if AT&T does not provide
emergency dialing service and for as long as AT&T provides outbound BVoIP service to that Site. Customer is responsible to
ensure that all calls to these emergency dialing service numbers are routed over appropriate facilities to ensure completion
provided by that local service provider, or other provider. Customer agrees to indemnify and defend AT&T from and against
any and all third -party claims and related loss, liability, damage and expense, arising from Customer's failure to perform
Customers obligations outlined in this Section. AT&T's provisioning of outbound BVolP service is conditioned upon
Customer's full compliance with these obligations, and failure to do so is a material breach of this Agreement.
For country -specific E911 advisories and limitations see Attachment A to this Pricing Schedule, if applicable.
5.2 White Pages, Yellow Pages, Directory Assistance
White Pages, Yellow Pages and Directory Assistance database listings are subject to (1) rules, regulations, guidelines and requirements of
Business Directory Publishers and Directory Assistance providers, including but not limited to AT&T Affiliates, relating to the information
which may, may not or must be included in listings, and (2) federal, state and local laws, ordinances and regulations, including those
relating to deceptive practices and deceptive advertising. Customer (not AT&T) is solely responsible for complying with (1) and (2). If
AT&T and Customer Confidential Information
Page 2
ASAP!
SR1-5Z8TS30 Ik3253 04.26.17 RLR 775977v2
eCRM ID 1-1GG54RJ S1D6081 l585
AT&T Solution No. FM0164204121165
V01.20 15
ps_bvoip_abscon_newstart
t,u111.11Lr iu: OJC:) LD
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID. BVP1642041
AT&T IP FLEXIBLE REACH
PRICING SCHEDULE
Customer supplies information to AT&T that, according to the Business Directory Publisher or Directory Assistance provider or otherwise,
violates (1) or does or may violate (2), Customer understands that its listing Information may, without advance notice, be rejected or
removed from White Pages, Yellow Pages and Directory Assistance databases, and Customer will indemnify and hold AT&T and its
Affiliates harmless from any and all losses, liability, damages, fines, claims, costs or expenses (including attorneys' fees) of any kind,
suffered by AT&T, by any AT&T Affiliate, by Customer or by any third party as a result of Customer's breach of its obligation.
6. RATES
Discounts are applied to the applicable Service Publication rates.
AT&T and Customer Confidential Information
Page 3
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SR1-5Z8TS30 1k3253 04.26.17 RLR 775977v2
eCRM ID 1-1GG54RJ S1D608 1 1585
AT&T Solution No. FM0164204121165
V01.20 15
ps_bvoip_abscon_newstart
I..UIIIIdLI IU: 030 ED,
AT&T IP FLEXIBLE REACH
PRICING SCHEDULE
7. DISCOUNTS
MRC=Monthly Recurring Charge
NRC Non -Recurring Charge
7.1 US DISCOUNTS
Common Billable Elements
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID. BVP1642041
Table A: Common Billable Elements (apply regardless of Underlying Transport Service)
Item
Type of Charge
Element Discount
US Off -Net Calling Charge
{US Terminated Off -Net Calling Charge)
Per Usage
20.0 %
Non -US Terminated Off -Net Calling Charge - fixed
Per Usage
20.0 %
Non -US Terminated Off -Net Calling Charge - mobile
Per Usage
20.0 %
AT&T IP Flexible Reach Enhanced Features Package Charge
MRC, per Concurrent Call
20.0 %
Il. Calling Plan Discounts
Table A: Calling Plan A (IP Long Distance Only)
Item
Type of Charge
Calling Plan Discount
AT&T IPTF Bundled Discount
Calling Plan Setup Fee
NRC per Site
100.0 %
Not available
Calling Plan Charge
MRC, per Concurrent Call
20.0 %
N/A
B: Calling Plan B (IP Local and 1P Long Distance)
Item
Type of Charge
Calling Plan Discount
AT&T IPTF Bundled Discount
LTable
Calling Plan Setup Fee
NRC per Site
100.0 %
Not available
Calling Plan Charge*
MRC, per Concurrent Call
20.0 %
N/A
Telephone Number Charge
MRC, per Number
100.0 °/o
Not available
* This charge is waived for all Voice DNA Sites,
Table C: Calling Plan C (IP Local and IP Long Distance Bundle)
Item
Type of Charge
Calling Plan Discount
AT&T IPTF Bundled Discount
Calling Plan Setup Fee
NRC per Site
100.0 %
Not available
Calling Plan Charge
MRC, per Concurrent Call
81.57 %
NIA
Telephone Number Charge
MRC, per Number
100.0 %
Not available
AT&T and Customer Confidential Information
Page 4
ASAP!
SR1-5Z8TS30 1k3253 04.26.17 RLR 775977v2
eCRM ID 1-1GG54RJ SfD6081 1585
AT&T Solution No. FM0164204121165
V01.2015
ps_bvoip abscon_newslart
I.U(ILI dGL ru; 63O 3,
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID. BVP1642041
AT&T IP FLEXIBLE REACH
PRICING SCHEDULE
III. Underlying Transport Services Support Charges
Table A: VoIP Module Charges
(apply only if AT&T MIS is the Underlying Transport Service, and Customer is using a TDM PBX)
Item
Type of Charge
Element Discount
VolP Module Card (if applicable)
MRC, per Concurrent Call (where the list price will
vary by number of Concurrent Calls)
20.0 %
Table B: Help Desk and AT&T CPE Charges (apply only if AT&T VPN is the Underlying Transport Service)
Rem
Type of Charge
Element Discount
Help Desk Service Charge (not applicable)
MRC per Site
100.0 %
Equipment Setup Fee (optional)
NRC per Site
100.0 %
VQM Charge (small)
MRC per Site
100.0 %
VQM Charge (medium)
MRC per Site
100.0 %
VQM Charge (large)
MRC per Site
100.0 %
VQM Charge (x large)
MRC per Site
100.0 %
VoIP Adapter — TDM, Service Establishment
NRC per Site
100.0 %
VoIP Adapter — TDM
MRC per Concurrent Call per Site
20.0 %
VoIP Adapter Functionality — SBC, Service
Establishment
NRC per Site
100.0 %
VoIP Adapter Functionality — SBC, Aggregated
Router
MRC per Concurrent Call per Site
20.0 %
VoIP Adapter Functionality — SBC, Integrated
Router
MRC per Concurrent Call per Site
20.0 %
Table C: AT&T IP Flexible Reach Hardware impacting Move/Add/Change/Delete (MACD) Charges (apply only if AT&T VPN is the
Underlying Transport Service)
Item
Type of Charge
Element Discount
Concurrent Call Change Charge (only if a VQM change is
also required)
NRC per occurrence
100.0 %
AT&T and Customer Confidential Information
Page 5
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SRI-5Z8TS30 Ik3253 04.26.17 RLR 773977v2
eCRM ID 1-1GG54RJ SID6081 1585
AT&T Solution No. FM0164204121165
V01.2015
ps_bvaip_abscon_newstart
t,uiiudut iu: t�scsyco.
AT&T IP FLEXIBLE REACH
PRICING SCHEDULE
EXHIBIT A
Illustrative Net Charges
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID. BVP1642041
The rates listed in Table I below are for illustrative purposes only and provide an estimate of the net monthly amounts Customer
may pay to AT&T assuming Customer orders the specific Service Components, for the location listed below. The amounts shown
do not include taxes, fees or other charges AT&T may charge on either a recurring or nonrecurring basis. The illustrative pricing
listed below may not be used or relied upon by the parties for disputing charges invoiced by AT&T.
Table 1: Anticipated Initial Order Summary
Site Address: 115 SECOND AVE, WALTHAM, MA 02451
Service
request
Description Service Component
Unit
Frequency
Price
BVOIP
VoIP Calling Plan C
Per Concurrent Call
MRC
$12.90
VoTP Telephone Numbers - Plan C
Per Telephone Number
MRC
$0.00
VoIP CaII Plan Setup - Plan C
Per Site
NRC
$0.00
VoIP Off -Net LD per min
Per Minute Usage
Usage -Based
$0.04
*Quote based on U.S. dollar. Rates may fluctuate based on currency conversion.
MRC=Monthly Recurring Charge, NRC=Non-Recurring Charge
V042617
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AT&T and Customer Confidential Information
Page 6
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SRI-5Z8TS30 1k3253 04.26.17 RLR 775977v2
eCRM ID 1-1GG54RJ SID6081 1383
AT&T Solution No. FM0164204121165
V01.2015
ps_hvoip_abscon_newstart
l.Uf ILI cILL IU: oJo�LJ'
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID NB11642042
atsct
AT&T VPN SERVICE
PRICING SCHEDULE
Customer
AT&T
CITY OF MIAMI
Street Address: 444 SW 2nd Ave
City: Miami State/Province : FL
Zip Code: 331301910 Country: United States
AT&T Corp.
Customer Contact (for Notices)
AT&T Contact (for Notices)
Name: Hector Pico
Title: IT Infrastructure Manager
Street Address: 444 SW 2nd Ave
City: Miami
State/Province: FL
Zip Code: 331301910
Country: United States
Telephone: (305) 416-1075
Email: hpico@miamigov.com
Name: DAPHNE DILBERT
Street Address: 13450 W Sunrise Blvd
City: Sunrise State/Province: FL
Zip Code: 33323 Country: United States
Telephone: 8135040731
Email: dd1829@us.att.com
Sales/Branch Manager: LINDBORG ERIK
SCVP Name: LINDBORG ERIK
Sales Strata: Retail Sales Region: SE
With a copy (for Notices) to:
AT&T Corp.
One AT&T Way
Bedminster, NJ 07921-0752
ATTN: Master Agreement Support Team
Email: mast{a.att.com
AT&T Solution Provider or Representative Information (if applicable) ❑
Name: Company Name:
Agent Street Address: City: State: Zip Code: Country:
Telephone: Fax: Email: Agent Code
This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above.
Customer
(by its authorized representative)
AT&T
(by its authorized representative)
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
AT&T and Customer Confidential Information
Page 1 of 5
ASAP!
SR1-5Z8TS30 Ik3253 04.26.17 RLR 775977v2
ROME ID 1-1GG54RJ SID60811585
PS AVPN #64691 v102516
AT&T Solution No. FM0164204221165
l Ul l[I dt l lu: 030 0L
AT&T MA Reference No. MA1642040UA
AT&T PS Contract 1D N811642042
AT&T VPN SERVICE
PRICING SCHEDULE
1. SERVICES
Service
Service Publication Location
AT&T VPN Service
http://serviceguidenew.att.com/sg flash PlayerPagefAVPN
AT&T Bandwidth Services
http:Nservicequidenew.att.comfsq flashPlayerPacie/BWS
2. PRICING SCHEDULE TERMS AND EFFECTIVE DATES
Pricing Schedule Term
36 months
Pricing Schedule Term Start Date
Effective Date of this Pricing Schedule
Effective Date of Rates and Discounts
AT&T VPN Service
AT&T Bandwidth Services
First day of the first full billing cycle
following the Effective Date of this Pricing
Schedule
Effective Date of this Pricing Schedule
3. MARC AND MARC-ELIGIBLE CHARGES
3.1. MARC
MARC under this Pricing Schedule
None
3.2. MARC ELIGIBLE CHARGES
4. MINIMUM PAYMENT PERIOD
Service Components
Percent of Monthly Service Fees Due Upon Termination
Prior to Completion of Minimum Payment Period
Minimum Payment Period
per Service Component
All other AT&T VPN Service
Components
100%
12 Months
5. ADDITIONAL TERMS AND CONDITIONS
5.1. DSL Service or Service Component Withdrawal
AT&T may discontinue a MPLS DSL Service Component that is supplied to AT&T by a third party service provider upon thirty (30) days written
notice.
6. RATES AND DISCOUNTS
6.1. AT&T VPN SERVICE
6.1.1. AT&T VPN Service Rates
Stabilization Date of Rates for AT&T VPN Service*
Schedule of Charges version dated DEC-01-2015
*Service Components added to the Service Guide after the Stabilization Date are available at undiscounted, non -stabilized rates in a later
Schedule of Charges version.
6.1.2. AT&T VPN Service Component Discounts: United States
AT&T and Customer Confidential Information
Page 2 of 5
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PS AVPN #64691 v102516
AT&T Solution No. FMO164204221165
l.UrILrLILA iu: 0.3(1 40'
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID N311642042
AT&T VPN SERVICE
PRICING SCHEDULE
The Discount for a Category shall apply unless a Discount for a Subcategory or a Service Component is shown.
Discount Type
Discount
VPN Transport
30.00 %
Connection Monthly Charge
ALL VNIC COMPONENTS
100 %
All other Connection Monthly Charges
30.00 %
Hi Cap Flex Monthly Charge
MPLS FLEX Ethernet, MPLS FLEX Ethernet-20M to MPLS HC
FLEX Ethernet-90G
32.00 %
MPLS FLEX Ethernet Plan Overage, MPLS FLEX Ethernet-
20M Plan Overage to MPLS HC FLEX Ethernet-90G Plan
Overage
32.00 %
All other Hi Cap Flex Monthly Charges
30.00 %
COS Package Monthly Charge
100 %
VPN DSL
30.00 %
Managed CPE
30.00 %
AT&T Business in a Box® Monthly Charge
0.00 °/°
AT&T Business in a Box® Add -On Monthly Charge
0.00 °/°
Non Recurring Charges
MPLS CoS Activation Charge
100 %
MPLS Port Activation Charge
100
All other Non -Recurring Charges
0.00 °10
6.2. AT&T Bandwidth Service
6.2.1. Standard Ethernet Access (United States)
The following discounts shall apply to the rates described in the AT&T Bandwidth Service Guide.
Rate Table
Discount
US Domestic Ethernet Access Channels — Switched — Monthly Recurring Charges
Tables: ACS-SETH (All)
29,00 %
6.2.2 Access Channels - Site -Specific Pricing
The Site -Specific Pricing is in lieu of the AT&T Bandwidth Service Guide rates. Unless otherwise indicated, the pricing below is only applicable
to one (1) of the specified circuit types at each specified location. For Non -US Access, Service Components must be ,installed within twelve (12)
months after the Effective Date. Special Construction Charges also may apply. No Discounts are applicable to the site -specific pricing table
below. MRC and NRC listed below are per Service Component.
AT&T and Customer Confidential Information
Page 3 of 5
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SR1-5Z8TS30 Ik3253 04.26.17 RLR 775977v2
ROME ID 1-1GG54RJ SID60811585
PS AVPN #64691 v102516
AT&T Solution No. FM0164204221165
�urnrdUi iu: a,ioca'
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID NB11642042
AT&T VPN SERVICE
PRICING SCHEDULE
6.2.2.1 US Ethernet Access Channels
Site Location Information
Access Speed
MRC
NRC
Street Address
City
State
Zip Code
115 SECOND AVE
WALTHAM
MA
02451
1,000 Mops
$643.26
$170.00
AT&T and Customer Confidential Information
Page 4 of 5
ASAP!
SR1-5Z8T530 Ik3253 04.2517 RLR 775977v2
ROME ID 1.1 GG54RJ SID60811585 PS AVPN #64691 v102516
AT&T Solution No, FM0164204221165
t.,UI ru at;t IU. 030 �c o
AT&T MA Reference No. MA1642040UA
AT&T PS Contract ID NB11642042
AT&T VPN SERVICE
PRICING SCHEDULE
EXHIBIT A
Illustrative Net Charges
The rates fisted in Table 1 below are for illustrative purposes only and provide an estimate of the net monthly amounts Customer
may pay to AT&T assuming Customer orders the specific Service Components, for the location listed below. The amounts shown
do not include taxes, fees or other charges AT&T may charge on either a recurring or nonrecurring basis. The illustrative pricing
listed below may not be used or relied upon by the parties for disputing charges invoiced by AT&T.
Table I: Anticipated Initial Order Summary
Site Address: 115 SECOND AVE, WALTHAM, MA 02451
Service
request
Service Component Type
and Speed
x
MRC'
x
NRC'
Special
NRC?
Turnup
Interval
Access Details
(Provider(s))
AVPN
Access
(Ethernet)
1Gbps
_
$643.26
$170.00
None
90+
days
AT&T
AVPN Port
(FLEX Ethernet)
20Mbps
$1,032.24
$0.00
*Quote based on U.S. dollar. Rates may fluctuate based on ct rrency conversion.
MRC=Monthly Recurring Charge, NRC—Non-Recurring Charge
V042617
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AT&T and Customer Confidential Information
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SR1-5Z8TS30 Ik3253 04,26,17 RLR 775977v2
ROME ID 1-1 GG54RJ SID60811585 PS AVPN #64691 v102516
AT&T Solution No. FM0164204221165
AT&T
AT&T FlexWare
PRICING SCHEDULE
AT&T MA Reference No. 111946UA
Contract ID No. NFOD5WTP5ZA
Customer
AT&T
City of Miami
Street Address: 444 SW 2rd Avenue
City: Miami State/Province: FL
Zip Code: 33130 Country: USA
AT&T Corp
Customer Contact (for Notices)
AT&T Contact (for Notices)
Name: HECTOR PICO
Title: INFRASTRUCTURE MGR
Street Address: 444 SW 2nd Avenue
City: Miami
State/Province: FL
Zip Code: 33130
Country: USA
Telephone: 3054161075 Fax: 305-400-5264
Email: hpico@miamigov.com
Customer Account Number or Master Account Number:
Name: Daphne Dilbert
Street Address: 13450 W Sunrise Blvd
City: Sunrise State/Province: FL
Zip Code: 33323 Country: USA
Telephone: 813-504-0731 Fax: N/A
Email: dd1829@att.com
Sales/Branch Manager: Espe Diaz -Bello
SCVP Name: Erik Lindborg
Sales Strata: Gov/Ed Sales Region: Southeast
With a copy (for Notices) to:
AT&T Corp.
One AT&T Way
Bedminster, NJ 07921-0752
ATTN: Master Agreement Support Team
Email: mast@att.com
AT&T Solution Provider or Representative Information (if applicable) ❑
Name: Company Name:
Agent Street Address: City: State: Zip Code: Country:
Telephone: Email: Agent Code
This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above.
Customer
(by its authorized representative)
AT&T
(by its authorized representative)
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
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Page 1 of 3
UCPE_VMS_FlexWare_Sales
v. 12/13/16
City of Miami WK-147681V1
For AT&T Administrative Use Only
Please sign by : 06/01/2017
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
AT&T FlexWare
PRICING SCHEDULE
1. SERVICES
Service
Service Publication Location
AT&T Flexware
_
http:Jlserviceduidenew.att.com/sg_flashPlayerPage/NFoD
2. PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule Term
36 months
Term Start Date and Effective Date of
Rates and Discounts
Effective Date of this Pricing Schedule
Start Date of Minimum Payment
Period, Per Service Component
Later of the Effective Date of this Pricing Schedule or Installation of the Service Component
Rate Stabilization per Service
Component
Rates as specified in this Pricing Schedule for each Host Service Component are stabilized until the
end of its Minimum Payment Period (MPP"). The rates for the Virtual Network Functions Service
Components are stabilized until the end of the MPP for the Host on which it resides.
Pricing Following the End of Host
Minimum Payment Period
Non -stabilized prices as modified from time to time in applicable Service Publication or, if there is no
such pricing, the pricing in this Pricing Schedule.
3. MINIMUM PAYMENT PERIODS
Service Components
Percentage of Monthly Recurring Rate Applied
for Calculation of Early Termination Charges
Minimum Payment Period
per Service Component
All Virtual Network Function
Service Components
100%
1 Month
All Host Service Components
100%
36 months
4. ADDS AND MOVES
4.1 ADDS
AT&T FlexWare Service Components may be purchased during the Pricing Schedule Term, where available per the applicable Service Publication, at
the rates, terms and conditions herein. Orders for new Service Components may not be placed under this Pricing Schedule after the expiration of the
Pricing Schedule Term.
4.2 MOVES
Per applicable Service Guide.
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Page 2 of 3
UCPEVMS_FlexWare_Sales
v. 12/13/16
City of Miami WK-147681V1
For AT&T Administrative Use Only
Please sign by : 06/01/2017
Master Agreement No.
Pricing Schedule No.
Original Effective Date:
Amended Effective Date:
AT&T FlexWare
PRICING SCHEDULE
5. RATES and CHARGES
5.1 Monthly Recurring Charges (MRC) - Sites in the US exclude Guam, CNMI and American Samoa.
5,1.1 Host MRCs
Universal CPE (UCPE)
Host MRC
HostType
Country
United
States
Currency
USD
UCPE
AT&T U210
134.00
AT&T U4011U410
207.00
AT&T U412
252.00
5.1.2 Virtual Network Functions (VNF) MRC — AT&T Managed
VNF MRC - AT&T Managed
Software
Type
CountryUnited
States
Currency
USD
Router
Juniper vSRX 300M
69.00
Juniper vSRX 1 G
90.00
Cisco CSR 10M
67.00
Cisco CSR 50M
91.00
Cisco CSR 100M
134.00
Cisco CSR 250M
257.00
Cisco CSR 1 G
411.00
5,1.3 Virtual Network Functions (VNF) MRCs — Self Managed
Intentionally left blank
5.2 Host Universal CPE Non -Recurring Charge (NRC)
Host UCPE NRC
Installation
Type
Country
United
States
Currency
USD
NRC
Host UCPE
Installation Per Unit
450.00
5.3 Additional Charges
Charges for additional Service options may apply, per Service Publication.
[END OF DOCUMENT]
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