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06/18/2008 FL08-5214-02 DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: July 29, 2008 TO: Lisa Druckemiller, Sr. Administrator Technical Services FROM: /I -t", Isabel C. DeSantis Deputy Clerk J/v ~ ll4 ,/ I \.> At the June 18, 2008, Board of County Commissioner's meeting the Board granted approval of Order Attachment for CSA Services #FL08-5214-02 from AT&T for renewal of Monroe County BOCC primary rate interface (PRI) agreement. Enclosed is a fully executed duplicate original of the above-mentioned for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finance File ~ at&t Contract Service Arrangement Agreement Case Number FLOB-5214-02 MASTER SERVICES AGREEMENT - ORDER ATTACHMENT FOR CSA SERVICES This Order Attachment Agreement is Made Pursuant to the Master Services Agreement No. FL03-F871-00. This Agn,ement is entered into pursuant to Tariff Section AS of the General Subscriber Services Tariff. Offer Expiration, This offer shall expire on: 9120/2008. Customer's Billing Address: Monroe County, by and tlu-ough its Board of County Commissioners, a political subdivision of the State of Florida 1200 Truman Ave. Key West, FL 33040- --- Page 1 of 5 ~at&t Contract Service Arrangement Agreement Case Number FL08-5214-02 Option 1 of 1 Estimated service interval following acceptance date: Negotiable weeks Service description: This Contract Service Arrangement (CSA) provides for BellSouth@PrimaryRateISDN _ Voice/Data (Standard) service. This Agreement provides for a forty-nine (49) month service period. This Agr<:ement is not binding upon BellSouth Telecommunications, Inc. d/b/a AT&T Florida ("Company") until executed by an authorized employee, partner, or agent of Subscriber and Company. This Agr<:ement may not be modified, amended, or superseded other than by a written instrument executed by both parties, approved by the appropriate Company organization, and incorporated into Company's mechanized system. The undersigned warrant and represent that they have the authority to bind Subscriber and Company to this Agreement. This Agreement shall be extended for additional one-year terms under the same terms and conditions herein unless either party provides written notice of its intent not to renew the Agreement at least sixty (60) days prior to the expiration of the initial term or each additional one-year term. Page 2 of 5 ~ at&t Contract Service Arrangement Agreement Case Number FL08-5214-02 Option 1 of 1 IN WITNESS WHEREOF, the Parties hereto have caused this Order Attachment to be executed by their respective duly authorized representatives on the date indicated below, Accepted by: Subscriber: Monroe County, by and through its Board of County Commissioners, a political subdivision of the State of Florida By: ~~~t1rr~i~~4- ~ Autho;;?U r (\f\. 0- ( i I;) bi c;.~v\'v\"Q.\1::I ,..~ .~i: _'d" "~, C:;r'UTY CLi;;RK Priuted Name: Title: 'I"'<' Q ~.,~ vr \q,-O~ Date: B: Au oriz d Signature ,~.. N~/f4fV1 /Yl-tf:ibori Title: -' ~J' /71Ci\. ~ .s-- 20- 0 B -,.. -~ o CJ ~ ~.... ::U()::::;: ~~~:i (' ):-......,--- ( 'r:>: '~:"7 .-. ~ I' I, i <.. :=: I W -0 ::.: W " o .- -, ;:-.::: :":':,l Date: '.'; ~ ',-. MONROE COUNTY ATTORNEY f'PR veo AS TO FORM: CHRISTI , LIMBERT-BARROWS ASSIS.y"'~C~TY ATTORNEY Date, I. Page 3 of 5 3 4 5 6 7 ~at&t Contract Service Arrangement Agreement Case Number FL08-5214-02 Option 1 of 1 RATES AND CHARGES Rate Elements BellSouth@ Primary Rate ISDN, Access Line, -Each Non-Recurrina $.00 Monthlv Rate $120.00 USOC 1LD1E 2 BellSouth@ Primary Rate ISDN, Interoffice Channel, Each channel, Fixed Monthiy Rate $.00 $65.00 1LN1A BellSouth@ Primary Rate ISDN, Interoffice Channel, Each channel, Each airline mile or fraction thereof $.00 $20.00 1LN1B BellSouth@ Primary Rate ISDN, Interface, -Each - VoicelData (Standard) $.00 $340.00 PR71V BellSouth@ Primary Rate ISDN, B-Channel, -Each - Voice/Data (Standard) $.00 $8.25 PR7BV BellSouth@ Primary Rate ISDN, D-Channel - No Rate (Provisioning USOC) BellSouth@ Primary Rate ISDN, Telephone Numbers for Flat Rate Voice/Data, .Per telephone number requested inward and 2-way $.00 $.00 PR7EX $.00 $0.20 PR7TF Page 4 of 5 ~ at&t Contract Service Arrangement Agreement Case Number FL08-5214-02 Option 1 of 1 RATES AND CHARGES NOTES: 1. All rules and regulations for BellSouth@ Primary Rate ISDN service as set forth in the General Subscriber Services Tariff (GSST) are applicable to this Agreement with the exception that volume discounts as outlined in the tariff do not apply. The rate elements included herein have been specifically discounted. Other rate elements used in the provision of the service have not been listed, but may be found in the appropriate Company tariff. Examples of other rate elements are: FCC surcharges, regulatory fees, taxes, or charges for features ordered that are not listed in the Agreement. 2. Apply five End User Common Line Charges for each Primary Rate Interface. 3. In the event that a material change in Subscriber's business conditions jeopardizes Subscriber's ability to perform the terms and conditions stated herein, then Company and Subscriber both agree to make a good faith attempt to renegotiate any unfavorable term or condition. No change, amendment or modification to this agreement may be made without the mutual, prior and written consent of both parties and shall be consistent with the provisions of all applicable tariff(s). 4. The following nonrecurring charges will not apply upon initial installation. However, if all or any par1 of the service disconnected prior to the expiration of the selected term, then Customer will pay full nonrecurring charges that were waived at initial installation as identified below in addition to applicable tennination liability charges: USOC Description N onrecurrin~ Charge ILDlE Access Line $875.00 each PR71V Interface $110.00 each PR7BV B-Channel $5.00 each ILNIA Interoffice Channel $125.00 each Furthermore, upon Customer's request to disconnect all service prior to the expiration of the selected term, Customer will be charged a one-time Contract Preparation Charge in the amount of$326.00. All trademarks and service marks contained herein are owned by AT&T Intellectual Property and/or AT&T affiliated companies. END OF ARRANGEMENT AGREEMENT OPTION 1 Page 5 of 5 BBMA Agreemont No. FL03-F871-OO BELLSOUTH BUSINESSSltMASTER AGREEMENT 1. Thlo BoIISoulh Buol-."" - Ag.--.ont ('Mosler Agroomonr) Is mado by BoIlSouth Buol-. Syotomo, Inc. ("BBS") on boholf of tho BoIISouth Compo"'''' ("BoIISouth"l, and Monroe Coonty ("Custanol') and \\ill govern alf Ordonl for Equipment and/or Sorvlces, with tho excepllon of Regulated ServIces which sholl be governed by tholorms of this Master Agreement and tho Reguleled ServIces Attachment. 2. BoIlSouth Compony Oblllllllono - The Parties agree that each IloIISouth Company Is responsible only for tho provision of Ihooo Servlcos and Equlpmont provided by that BellSooth Company under tho tonns and conditions specllcaJly ldentltlod In this Agro<<nent end in tho Older or AttachmonlS (and any supplements tho_) applicable to such BoIISouth Company, that tho dulles and IMpOIlSiblltles of each BoIlSouth Corr1>any are several. and that tho Order or Attachment under which a BellSooth Company provides EqUipment and Sorvicos is not _ by tho Iorms and conditions contained in any other Order or Attachment to this Agreement. 3. Torm of Ag.--.ont - The Iorm of this Agreement commences on the date on which tho Agreement is oxeeuted by BBS on behalf of the BollSouth Companies ('Ef'fectIw Date'). The Iorm for any Service or product are set forth in tho appllcablo Order or AIlachmenl. il no term Is speci1led In such Ordor or Allaclrnent. ServIces will be provided on a month~<HT1onth basis at the thon Prevailing month-to-month raies lor Services until either Party gives tho other at least thirty (30) days WI1tten notice of termination of ServIces. 4. DeftnIUona . 4.1 "Data Equipment and Data Services" - the Equipment (Including without limitation hubs, routers and remote access devices) that provides COnnectivity for local area data and/or VOIP networks or to Implement wide area networking; and the Services (Including without limitation the assessment, destgn, configuration. staging, implementation. project management, monitoring and maintenance of such networks) provided by BetlSouth under this Agreement as listed in an Order. 4.2 "Equlpmenr - all communications and information systems products purchased from or Serviced by BeIlSouth under an Order, indudng Data Equipment unless otherwlse noted. Equipment also includes Software, as further defined below. 4.3 "Implementation" - (a) for Equipment installed by BellSouth, the date the Equipment has been installed and is operating substantially In accordance with the manufacturer's specifications, or (b) for all other Equipment, upon delivery. 4.4 "Major Failure" - the failure of Equipment that substanllaUy interferes with the normal condud of Customer's business. 4.5 "Minor Failure" - any failure of Equipment other than a Major Failure. 4.6 "Order" - any request for Equipment and/or Sorvlces placed by Custanor pursuant to this Agreement or an Altachmenl and accepted by BollSooth. 4.7 'Reguleled Services' - regulated telecommunications sorvicos. 4.8 "Servlcos' - worlt performed by BoIISooth pursuant to this Agreement. Indudlng bul not limited to the following: (a) Wananty and Maintenance Sorvicos, (b) Installetion Servlcos, (c) EIectrlcaI Damage Ropalr Service, (d) Data Servlcos, Ce) various forms of dlal-up and/or dedlcaled Internet Protocol routing, In terminal server sorvicos, Cg) Inlomet access, (h) gateway, Q) networ1< oonsulting, design, monitoring, management and maintenance, 0) web site design, (k) dowiopment and hceting, Q) managed equipment services, (m) managed networlt and securtty services, Cn) e-businoss Cente< services, (0) Regulated Services, and (p) other comroonlcations-related services. 4.9 'Software' - any set of one or more compUlor programs which Is composed of routines, subroutines. concepts, procossos, algot1thms, formulas, ideas, or know-how severally owned by or Ucensed to BeIlSouth and/or anyone or more of lis suppliers. Tho term Software shall also Includo any coneclIons, palches, updates, or revisions to Software originally provided. 5. Prices And Payment- 5.1 Prices, roes, charges, or rates will be as sol forth in the Order, Statement of Wor1<, or in BollSooth Company rate schedules or pricing guides In effect from time to Ume, copies of which shall be provided to Customer. For Regulated Servlcos, tho prices, charges and rates shall be as sel forth in the Regulated Servlcos Attachmont and oil doa.ments allached thereto. Except as proWled bel""" Customer will be Invoiced monthly lor all Servlcos with the oxception of Roguleted Servlcos. If Customer is not In Default. Customer may request In writing changes to Customer's configurations of Sorvicos hereunder at prevailing marltol rates, which may result In an adJ"-nt to tho total price or scheduls or othor terms of the existing Order, or an application of a reasc:nable restock charge for any d~eted Items. 5.2. If any payment due hereunder is not made by the due date, any late paymentlinterest charges "Nill be computed in at one and one- hall percent (1 )0\%) per month, or the highest amoont parmitted by law, whichever is loss. Late payment charges lor Regulated Services will be charged in accordance with the applicable tariff or Contract Service Arrangement ("CSA'). In the evont of a good faith dispute botween Customer and BellSouth as to the correctness of items appearing on BellSouth's Invoice to Customer, Customer may withhold payment of Ihe disputed items only. 6. Taxes - Unless otherwise provided in an Attachment, all charges are exclusive of applicable federal, state or local taxes, and fees. B~ISouth may invoice and Custcmer agrees " pay to Be/ISouth amounts equal to any taxes resuJtlng from this Agreement or any activfties hereunder, including any and all sales and use !axes, duties, or Ie_Imposed by any authority, govemment. or goWffiment agency, oxclusive of !axes on BellSouth's net Income. Customer will be responsible for any ad valorem, property, or other taxes assessable on Equipment on or after delivery to tho Installallon site. 1 BeIlSouth BusJness is a service mark of BellSouth Intellectual Property Corporation :2 BellSouth aSE, Inc., BeHSouth Communication Systems, LLC, BellSouth Long Distance, Inc., BellSouth MNS, Inc., BellSouth Telecommunk:atlons, Inc. , of 9 CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreement No, FL03.f871.o0 7, Customer ReeponslbU_ - 7.1 As between Customer and BeIISouth, Customer Is responsible for (a) assuring that Its authorized users comply with the provisions of these terms and that unauthorized persons do not gain access to or use the Services or Equipment through user names, passwords, or other identifiers assigned to Customer pursuant to these terms; (b) providing any equipment and software that may be necessary for the use of the SeNioes by Customer (in addition 10 any Equipment. end Software that msy be placed at CuslDme~s location(s) 0< oIl1erwlse provided or usad by BelISoull1 for Its provision of the SeNioes); (c) timety payment of all charges for usage of the Services appHcable 10 lis account whsll1er or not by aull10rized users 0< for authorized purpoees; and (d) performing lis oll1er obligations under lI1ese terms. cus_er shall not use the Services or Equipment In any way that would be or would assist any third party to be in violation of any law. these terms, or any Acoaptable Use Policy applicable 10 lI1e seNioso 0< Equipment CusIDme< shall not transm~ 0< publish on 0< CNer the SeNioso 0< Equipment any Information. software, or other conlont that violates or Intrlngss upon the rlghls or any others 0< use the facilities and capabilities of the Servless or Equipment 10 conduct any business 0< activity or solicit the performanes of any activity that Is prohlbllsd by law. CuslDmer shall comply with all applicable laws, rules, and regulations In connection with the Services and Equipment. 7.2 CuslDmer shaH provide, at no cost to BellSouth, and during BellSoull1's regular business hours, timely aCCSS8 10 Cus_er locations, appropriate workapaCS, faclllIIes, InformStion and stall resources, clerical support (e.g. all relevant CuslDmer specific graphics or Information), data reproduction seNioss, and olI1er servtoso at Cus_slocation as are reasonably requeslsd by BellSouth for _ of facilitating BelISouth's provision of Servlcss 0< Equipment 10 CuslDmer. If pre-schedullng Is required for BellSouth personnel 10 perform on-slte Servtoso, CuslDmer \MIl inform the BelISouth Project Manager prio< 10 the scI1edulad performanes date, Should any such CuslDmer requlremenls not be provided promptiy, CuslDmer Is responsible for any resulting delays, redlspatch charges, 0< added costs. The accuracy of CusIDmer-provlded Information Is solely C~S responsibility. CusIDmer shal provide a safe on-olte working envlronmentlree of asbestos or hazardous materials 0< conditions, and all required AC electrical power and communications recsptaclee at the locations needed for the Equipment and 5eNioes supplied. The Ins_tion location must meet all menulaclurer envlronmonta1specl1lcation requlremenls. CuslDmer is responsible for providing any spacial lifts, ladders, borings, 0< other Items required as a result of norHltandard CusIDmer slle conditions. 8. Other services end Software. The Services may include dedicated or dlal.up Internet Protocol connectivity to BellSouth's locallntemet networks and to the globallntemet. as well as access or connectivity to any of the Information sources or services that may be provided by BellSouth or be available from other service prov;ders participating In, connected to or accessible through BellSouth's Services or the global Internet but which are not part of the Services being purchased hereunder. Separate charges may be applicable to some of these additional services and may appear on CuslDme~s bill from BeIlSouth, 0< they may be blllad 10 CusIDmer separately by the providers of such services. A third pariy Global SeNies Provider (GSP) prCNldes a roaming capability In conjunction ..;th dlal-up Belleouth Business Internet services that allows users (subject 10 any applicable roaming surcharge) 10 dial the local numbers or GSP-provlded POPS 10 reach the BellSouth Business Internet Servtcs while oulslde of the BeIlSoull1 Business Intemet seNies areas. If Customer or lis users elect 10 use sucI1 GSP local accsss (or Customer purchases a servies plan which has such GSP local aoosss Included In the pries), CuslDmer..;1I bs charged by the GSP and may see a seperels ch_ for such servles on lis bill. Such GSP local aoosss seNies Is provided by the GSP on the GSP's terms and conditions and at the priess or surcharges set forlI1ln the applicable Cus_s Order, Use by CuslDmer and any Individual authorized users of CuslDmer of BellSouth's other services and any browser or other Software provided by BellSOuth shall be subject to BelISouth's standard terms and condlUOns for such services as well as the applicable software lteente terms that are provided lNIth such Software. 9. Equlpmsnl 9.1 Equipment O<ders _ CuslDmer may piaes Orders for Equipment and/or Servloes pursuant 10 this Agreement by: (a) BeIlSouth order form, (b) telephone order 10 BelSoulI1 for non-<lnglneersd mCNe, add, 0< change worI<, 0< SeNicss,ln either case not 10 excssd lon thousend dollars ($10,000), (c) C_r punchase order 0< Ietler of purchase request; 0< (d) facsimile 0< e1ec1ronic transmission, for the purposes of which eu_ agrees that Q) BellSoull1 and any th~riy lender 0< _or may rely upon any facsinlle copy, _ data transm\SSIon or eleclnonle data sIDrage of the Agreement 0< any Onler, and QI) such facsimile copy, _Ie data transmission or _Ie data sIDrage ";11 be deemed an original and the best evidence lI1ereof for all purposes, including, ..;thoul limitation, all evidentiary purposes before any arbltralCll', court 0< oIl1er adjudlcalory aull1orlly. Each Order, If continned 0< accepted by BellSouth, sha' oons_ a separels purchase and, except for any provisions which are spsclficaiy excluded or modified In the Order, each Onler shall a_cally Incorporale all the terms end condItlons of this "",eeo,... ,~ and any and all standard (such as preprinled 0< computer generated) terms and conlltlons on any Customer purchase order forms 0< other CuslDmer documenls shall be deemed deleted. If Cuslomer desires BeIlSoull1 invoioes to referenes CusIDm~S purchase order 0< other number for con_lenes, CusIDmer may Include such number In each Order. Each O<der shall also Include any mutualty ageed Sta_ of Work. 9.2 Unless othefwIse staled In lI1e applicable O<der, Cusromen payment for Equipment and relaled Equipment SeNioso Is Invoiced and due as follows: (a) Malnlenance _ _ monthly upon receipt of a proper Invoce, (b) Equipment 0< other Orders - 20% of the Total Equipment PrIca with Order, 50% at Equipment delivery snd 30% at Implementallon, (c) Installation SeNicss -100% upon the completion of the 105_ 5eNioso. Expediled Equipment Orders may Involve addlllonal charges. 9.3 Dala Equipment componenls shali be Invoiced and payable upon shipment of Equipment by the manufaclurer. Data Malntenanes end Monitoring SeNioso are invoiced and payable In advancs (un_ staled oIl1....seln the Order) beginning at Implementation at Cuslomer's individual slle locations. Data 5eNices shall be Invoiced and payable upon Implementation per c~slndlvldualslle locations. other 5eNicss will be Invoiced monthly for usage of Services un_ othefwIse provided In lI1e Order. CuslDmer shall pay lI1e amounts agresd 10 and invoiced by BeIlSouth by the due date stated on the invoice. The amounts lIsted In the Order are exclusive of, and Customer shall pay, all related delivery 00818. If shipping charges are shown on an Order. they are an estimate only and shipping dlarges Invoiced may vary from the estimate shown on the Order. 20f 9 CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELtSOUTH WITHOUT WRITTEN PERMISSION BBMA Aareement No. FL03-F871-oG 9.4 Risk of Loss 0< Damage for Equipment - All risk 0/ loss 0< damage shall pass 10 Customer as 10 each itam of Equipment on the date of delivery 10 the Instanallon site, except loss 0< damage caused by BelSouth. 9.5 Secu~ty InlelllSl in Equipment- Customer granlS BellSouIh a purchasa money secooty intarestln each ltam of EqUlpmenl. Custom... agrees 10 execute any documents I88Sonably requasled by BellSOUth to Protect and/or perfect BellSoulh's secu~ty In_I. 9.6 Limited WlIITanlles - (a) BelSouth warranlS that at Implementation, and for the duratfon of the warranty perlod refemld 10 below, each item of Equipment. except for Data Equipment 0< as olhen\;se prowled henlIn 0< in an Order, will function substantially in accordance with the manufacturefs published specificallons, pro\llded n is not damaged as aet forth in SectIon 9.13 and is used according 10 standard operatfng Instructions issued by the manufacturer 0< BeIISoulh. Un18ss otharwIsa statad in the Order, the warranty pe~ for Equipment Installed by BellSouIh is lwei"" (12) months from Implementallon. CERTAIN MISCELLANEOUS EQUIPMENT IS SOLD "AS IS" AND WILL CARRY NO WARRANTY WHATSOEVER FROM BELLSOUTH. Any warranty servica for "As Is" Equipment will be provided dlRldly by the manufacturer 0/ such Equipment. Such Equipment shall be clea~ indlcaled on the appncable Order as Manufactu..... Direct WalT8nty SeNtee ("MOWS"). BELlSOUTH OFFERS NO MAINTENANCE SERVICE OR WARRANTY FOR THESE PRODUCTS. The warranty period will not be enlarged by BeIISouIh's repair 0< replacemant thereof. (b) Data Equipment and Data SeMces Warranty Disclaimer - BELLSOUTH DOES NOT iMPLY OR EXPRESS ANY BELLSOUTH WARRANTY WHATSOEVER FOR DATA EQUIPMENT OR SERVICES PROVIDED. Cuslomefs sole warranty Is from the manufacturer. If Data Maintenance Service is not listed on an Order, any warranty claims that may arise are solely the responsibility of Customer to pursue wtth the manufacturer. (c) All warranties extend only 10 the original purchaser oftha Equipment, identified as "Customer,. and do not extend to any subsequent purchaser, transferee, user, or assignee of the EqUipment, unless plior written consent Is obtained from BellSouth for the extension of the warranties to such purchaser, user, or assignee. 9.7 Warranty Service for Equipment- (a) Full Warranty SeNtee ("FWS"): BellSouth agrees 10 provide. excapt for Data Equipment or as othe......e sat forth henlIn 0< in an Order. W8IT8nty Sefvice 10 keep the Equipment in, 0< 10 _the Equipment to. good wo.l<ing order In canpllance with the manufacture sped1Icallons. If naithe< repair nor replacement are reasonably avaHable to BellSouth. Ihen BeliSouth may elect instaad to retum the ~ce paid 10 BelISoulh for the purchased Equlpmen~ or the ona time fee paid for the llcanaed SoIlware which is in either casa delec:ti"", as then dept8Cialad basad on Cuslomefs depreciatlon schedule used for _ra11ncome tax rapotting purposes. W8IT8nty SeNtee indudes preventive maintenance based upon Ihe spec:lflc needs of IndJvldualitems of Equipment and unscheduled, 0JH:al1 remedial maintenance du~ng warranty coverage. RlljlIacement 0< additional par1lland Equipment may be either new or reconditioned and equivalent 10 new in perfonnance. The replaced itams becane the prope~ of BellSouth. (b) Response Times for Full Warranty SeNIce: BellSouth will use reasonabls eIIor1s 10 respond 10 Customer's request for Warranty Service for a Major Falure within two (2) hours. twanty-four (24) hours a day. 88V8n (7) days a week,from the lime BaHSouIh nrst_ Custornefs request. With respect 10 a Minor Failure. BellSouth will use reasonabls eIIor1s to respond 10 Customefs request for W8IT8nty Service du~ng BelISouth.s regular wor1<ing hours, Monday through F~day. excluding holidays observed by BeISouth, within eight (8) business hours from the time BelISouth nnst recelV8S the euslomefs request. (c) Depot W8IT8nty Service ("OWS"): BellSouth will replace delecti"" Equipm~ on an exchange basis. eustomer agreee 10 rebJm defective Equipment 10 BelISouth for depot service within three (3) days after reoelpt of replacemant Equipment from BelISoulh. If BeISoulh has not rece;V8d such deIecti"" Equipment within Ian (10) days, Customer agrees 10 pay for the replacarnant items. 9.8 Installation of Equipment - (a) If ordered by euslomer and agreed by BellSouth, BellSouth will provide InstallaUon Services 10 install the Equipment. CUstomer agrees to provide, In a timely manner, Customer design Information and a suitable Installation environment as stalad In any applicable BeIlSouth Installation manual. 0< as othe......e specllled by the manufacturer 0< BellSouth. BellSoulh will make reasonable efforts to meet the date for inslaUation set forth on the Order, and wiN notify Custaner as soon as practicable of any delay. Customer agrees to notify BellSouth as soon as practicable If Customer requires postponement of any installation. If Customer or Equlpmenl specifications require non-standard wiring or other work, Customer will Incur additional Installation charges. Each item of Equipment purchased under this Agreement will be installed as specified by BellSouth and the Equipment manufacturer. If the Equipment Is not 10 be installed by BelISouth, Customer warrants that all Equipment is to be Installed by Customer's manufacturer certified employees at its premises and is not for resale. (b) If the Implementation of any Order Is delayed. by no fault 0/ aell8ooth. for one hundred eighty (180) days or mO<e from the acceptance of the On:ler by BellSouth 0< nlnaty (90) days from the original agreed Implementallon data. BellSouth will ha""the _ng options: (i) relliaethe price 10 renact then etmlnt BellSouth prtcJng. (II) require payment for Equipment delivered and Services performed to that lime, or (IIi) cancel the Order and collect raasonabls larmInation charges (manufacbJ......s reslocking charges and other oul of pocket coolS. non-retoV8rab1e matenals and labor expended, plus lost margin). 9.9 Maintenance Service for Equipment - (a) If ordered by Customer and agreed by BellSouth, Maintenance Service coverage for Data Equipment commences at Implementation and Maintenance Service for voice Equipment commences on expiration of warranty. The coverage hours for Maintenance Service will be as listed in Section 9.7(b) above, or as agreed in the Order. Unless included in the Order, Customer will provide an analog modem at each Site for remote diagnostics and/or repair and a dedicated anafog telephone line withIn fifteen feet of the Equipment. Maintenance may be provided via repair, replacement, or upgrade of defective Equipment at BenSouth's option. If on~ site manufacturer service Is required, it will be provided at BenSouth's then current commerdal rates. For all Equipment to be maintained by Bel/South, CUstomer represents it has paid the approprtate manufacturer license fee. and will reimburse BellSouth for any unpaid lIcense fee if payment is demanded by the manufacturer. (b) Except for Data Equipment Maintenance Service or as speQfied In th. On:l.... the terms and conditions of Sec1Ions 9.7(a) and 9.71b) shall apply to Full Maintanance SeMce rFMS"). and those of 9. 7(c) for Depot Maintanance SeMce ("OMS"). If equipment Is not under BeIlSouth Warranty or Maintenance Service at the time Maintenance S8fVfce is ordered hereunder, or If additional Items are added by Customer or a thIrd party, BellSouth will insped the equipment and perform any necessary repairs at BeIISouth's then current rates for mileage, labor, and materials. 3 of 9 CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION -----.--..--.-...-..,.""-.-- BBMA Agreem.nt No. FL03.F871-OO (c) Maintenance service charges \\ill be set 10!1h In the applicable Qrdar. Unless 0_. set IIlrth in th. ORler.th. Total Maintenance Charge is an annual charge payable In monthly Instellmenls. II at any time additional Equipment Is added 10 the or1glnal Equipment. a new pro-rated charge, computed .t BetISoulh'sthen current rates, \\ill be added 10 the Total Maintenance Charg.1o reflect the addlltonal Equipment being s.rvIced. For multi-year Or<lenl, th. rates used 10 caJculale the Maintenance ServIce Charge may be Increased annually duing the T."" of Maintenance service by a percenlege no gre_than the pen:8ntege increase In th. Consumer Price Index over the previous year. BelSouIh may adjuslth. monthly malnlBnance charge W th. Equipment Is moved 10 a diff8rent location. CU8Iomer's payment Is due upon receipt of BetlSouth's Involce(s). (d) For key system malnlBnance only, there Is a minimum charge for seven stations at th. agreed I1Ite, .ven W th. key syslem In question contains 1eY.w than seven stations. 9.10 T."" of Maintenance SoMce for Equipment- (a) The fem1 of th. Maintenance service, W Ordered, shall begin on .Ither 0) the day following the last day of the warrenly period for th. appI~ ORler, or (II) for Equipment not covered by Warrenly or Maintenance 5ervice at the time Maintenance service Is QRlered, the day following the compl.tion of the neceosery repairs as described In Section 9.9(b) above. (b) THE INITIAL TERM FOR MAINTENANCE SERVICE SHALL BE ONE (1) YEAR UNLESS OTHERWISE STATED ON THE ORDER. THE INmAL TERM SHALL BE AllTOMATICALL Y RENEWED FOR SUCCESSIVE TERMS OF ONE (1) YEAR EACH AT BELLSOUTH'S THEN CURRENT RATES. EITHER PARTY MAY ELECT NOT TO RENEW MAiNTENANCE SERVICE BY GIVING THE OTHER PARTY WRITTEN NOTICE AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN CURRENT TERM. 9.11 Additional Equipm.nt services _ (a) Equipment Drop Ship - For drop ship ORlers, BeISouth will ship Equipment 10 the Cusbner's spedlled and agreed location(s). BoHSouIh pro\Ildes no assessmenL systems design, staging, Implementation, installation or projeCt management lor drop ship Equipmenl (b) AoIeS8ment-lf Ass_menl Is listed In an Order, BeIlSouth will wall< with Customer's representatlve(s) in 8\l8luating Customer requirements for Equipment and ServIces, and render an evaluation report. delineating those requtrements. (c) Syslems Design _ W Systen1s Design Is Isted In an 0_, BeIISoulh will wall< with local exchange and interexchango c:arTiers chosen by Customer In designing the neceoaary customer premlee equipmentelernonls (the "System DosilJ1-) 10 provide oarnmunlcatlons between th. locations specllled by CusIomer. (d) Configul1ltlon, Staging and Implernentation -If Configul1l1ion, Staging and Implementation are lisled in an Order BoHSouIh will assemble, oontIgura and test th. Equipmenl BeISouIh's technical stafI adhonlo 10 the original equipment manufaclu'8(s (OEM) ,......."."dations for conlIgUl1ltion and Installation. Th. Equipment \\ill be delivered 10 the .pecIIIed Cuslomer IocaIIon(s) and installed. BelSouIh wil aleo test each syslem, acx:ordIng '" procedures/me_ listed In the Qrdar. BoHSouIh will provide '" Custarner the written resUls of al testing oondudlsd by B.IISouth. Upon .UCCM8IU1 ~,Ipietion of teeling, BetlSouth wil notify Customer In wrillng and the Eq~t and services wil be deemed accepted. Additlonall8Sting ouIsIde Ihalllsted in th. ~ or at Custome(s oonvenlonC8 or request will be "'" I"", led at IleIISouIh's option and al BoIlSouIh's Ihon-curront rates. (e) Project Management-If Project Management is listed In an ORler, BelISouIh will assign a qualified Project Manager '" provide a sOlgla p<>nt of contact and ooardlnalB all acllvitles to be delivered under 1M terms of that Order. BellSoulh may replace the BelSouIh Project Manager at any time by writlon notice '" eus_. (n Notwor1< Monitoring 5ervices _ p.rtonnance AdYisa Plus - W Network Monitoring Is listed In an 0_, BeIlSouth will provide Cuslomer. (I) Fault Monitoring with IP Plng and MIB polling; 01) Monthly fault and performance reporting; Oil) Multl-V.ndor trouble Is<>ation/coordlnation; and (Iv) ProoctIve perfoonance monitoring. euabner will provide: (i) Notwork dlagl1lm .nd applicable circUitID's; (0) Add.....lng and naming oon-"ons; Oil SNMP and TI readlWrile access; (Iv) Analog modernS at each slle for remote dIagnoStics and/Or repair. (v) DodIcaled analog loIepI1one Une, \\ithln ftfIeon _ of the installed router; (III) Detailed oontract Infonnaaon fa< .11 drouil and - maintenance providers, Including _ access and _-hours oontacts; (1111) Letter of Agor<:y naming BoIISouth for the purpose of opening and bact<lng trouble tickels \\ith _live suppliers; (11111) A 64K FI1Im. Relay PIIC with 161< ClR management link belwaen Cuslomer" host router and BelISouIh'. monitoring facUlty In Atianla, GeorgIs; and (Ix) Additional requiremenls as sgreed in a Scope of Work. 9.12 Equipment Key Sy.tem Electrical Damage R.palr S.rvlce- (a) WHERE AVAILABLE, AND IF ELECTED BY CUSTOMER, CUSTOMER AGREES TO PAY A PER STATION RATE IN ADDITION TO NORMAL MAiNTENANCE RATES DURING THE WARRANTY AND MAINTENANCE PERIODS, AND BELLSOUTH WILL EXTEND MAINTENANCE TO COVER REPAIR OR REPlACEMENT OF ALL BELLSOUTH PROVIDED KEY SYSTEM AND KEY SYSTEM RELATED EQUIPMENT COVERED HEREUNDER WHICH IS DAMAGED BY A UGHTNING STRIKE OR ELECTRICAL POWER SURGE. THIS SERViCE WILL BE AUTOMATICALLY RENEWED AT THEN CURRENT RATES AS LONG AS A VALlD MAiNTENANCE ORDER IS IN EFFECT. THIS SERVICE IS ONLY AVAILABLE WITH WARRANTY OR MAiNTENANCE SERVICE AND CANNOT BE PURCHASED SEPARATELY. (b) In all situations Invollllng damage '" BellSouth proIIided key system or key .ystem related Equipment due'" lightning or powar surges, provided the EIecIrtcaI ~ Repair service has be.n Invoked, BeISouth'. SOLE AND EXCLUSIVE UABIUTY \\ill be repair or replacement of the damaged Equipment with BoIlSouth provided Equipmenl In no event wlllth. oasis _th. current mar1<et value of th. damaged key system and key system relaled Equipment proIIided by BeIISouth. 9.13 Warranly and Maintenance ServIce ExckJsions for Equipment- BallSouth shall....pond 10 any service call requested by Customer. however, Customer admowtedgeS that Warranty and MaIntenance Services do not cover damages to or failure of the equipment or Increases in service time ....u1ting from causes other than d_ in or the normal wear and _ of the Equipment Indudlng, but not limited to, misuse or nogligonl opeI1Illon of th. EquipmenL acddent, theft, unexplained Ices, lightning, eIectrtcaI powar surge, fire, flood, wind, acls of God, war, terronsm, faUure of Customer to maintaIn a proper operating environment, or repair. relocation or alteration of the Equipment by anyone other than BellSouth or its designated agents. Warranty and tvtaintenance Services do not cover any CUstomer provided cable or equipment unless stated on the Order. Any.1lo visns or repairs necessitated by any of these excepted causes mads by BoIISouth shall be at the sole expense of Cus1Omer. and Customer agrees to bear the cost of all labor and materials at BeltSouth's then current rates. 4 of 9 CONFIDENTIALJPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreement No. FL03-F871.o0 9.14 Software Ucense. (a) Software suppllets license Software on a nonexclusive basis to BellSouth, and BelISouth also develops Software or has Software dewIoped for It by third parties. All such Software Is and will remain the property of BenSouth or its third party supplion. BeISouth, with respect to BeISouIh deIIeIoped Software and to the extent authorized under the supplier licenses, granls to Customer a personal, nontranslerable and nonexclusive sublicense (wlIhout the right to further sublicense) to use the Software, subject to the IoIlowIn9 terms and conditions: (b) Customer shall (I) use the Software only In conjunction with the particular Equipment for wIllch the Software was Initially furnished; (il) use the Software sotety for Custaner's Internal business purposes; (III) not reverse engineer, decompile. dlsassem~e. reverse translate or othelWls8 transJate the Software Into human readable form, nor reproduce the Software except for archival purposes; (Iv) return the Software, together with all ooples thereof, or with BellSouth's oonsent, deslroy (or erase, If reoorded on an erasable storage medium) the Software wilen no longer needed or pennllled for use with the Equipment for wIllch the Software was fumlshed: and (v) keep In oonMence all infonnation relaUng to Software and treat such Information as the exclusive property and trade secret of BeNSouth or such suppliers. (e) NotMlhslsndlng the above, Customer may disclose the Software ID other parsons solely for the purpose of Installing, operating or maintaining the par1k:ular Equipment for wIlich the Software was fumlshed, pl'Olllded such other peIll()(1S agree In writing ID the same oondltions respecting use and conftdentiallty contained In this SectIon 9.14. (d) In addition ID the above, wIlere BeIlSoulh's suppliers require Customer ID sign or otherwise agree ID separate licensing provisions direcUy with the supplier. Customer shall cxmply with such licensing provisions. 10. Limitation ond DlacllIlm.. of W.IT8r1lles. EXCEPT AS PROVIDED IN SECnON 9, NEITHER BELLSOUTH NOR AlNY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMAOON PROVIDERS, UCENSORS, EMPLOYEES, OR AGENTS WARRAlNT THAT THE SERVICE WLL BE UNIN1l!RRUPTED OR ERROR FREE OR MAKE AlNY WARRAINTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED WITHOUTWARRAlNnES OF AlNY KIND, EITHER EXPRESS OR IMPUED, INCLUDING BUT NOT LIMITED TO WARRAlNnES OF TITLE OR IMPLED WARRAIN11ES OF MERCHANTAlBILlTY OR FfTlESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAIN THOSE WARRAlNnES (IF ANY) THAT ARE IMPLIED BY A1ND INCAPAl8LE OF EXCLUSION, RESTRlCnoN, OR MODIFICATION UNDER THE LAWS APPLICAlBLE TO THIS AGREEMENT, ALL SUCH WARRAlNTlES BEING EXPRESSLY DISCLAIMED. 11. R.med_ ond Dem_ L1mltellone . The following limitations of liability represent a maierlal inducementlD the Parties ID enter Into this Agreement and ID perform Ordon at the slsted price. If additional risks or undertakings were oontemplated by BenSouth, they """'Id have been reflected In an Increased price. In contemplation of the price, Customer acknowledges that there Is oonslderalion for the limitation of damages and remedies set forth above and as follows: 11.1 BellSouth shall nol be responSible for any use of the Services or Equipment by Customer, lis authorlzed users, or any third party. Without limiting the generality of the foregoo,g, BelSouth shall not be liable ID Customer or any of Customer's users for any lost proftts or other consequential damages, even If BelSouth has been advised of the poeaIblIity of such damages: any claim or other action against CuslDmer by any thlre party (except as set forth in the section below on Infringement): any act or omission of any other entity fumlshlng products and services that are used by Customer In oonnectlon with the ServIces or Equipment or for failure of any producls or services provided by Customer; or any damages or losses caused by the fault or negligence of Customer or Custome~s failure to parfonn Customer's responsibilities. 11.2 NEITHER BELLSOUTH NOR IWf OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIAlBILlTY FOR INCIDENTAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, INDIRECT OR SPECIAL DAMAGES OR LOST PROFITS, LOSS OF USE, OR TOLL FRAUD SUFFERED BY THE CUSTOMER OR IWf OTHER PARTY AS A RESULT OF THIS AGREEMENT OR BELLSOUTH'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT BElLSOUTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL ALSO APPLY TO ALL CONTENT OR OTHER SERVICES AVAILABLE THROUGH THE SERVICE OR EQUIPMENT. CUSTOMER AGREES THAT CUSTOMER WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR IWf SELEGnON OR RETENTION OF, THIRD PARTIES, EXCEPT FOR ITS SUBCONTRACTORS IN CONNECTION WITH THE SERVICE OR EQUIPMENT. 11.3 In the event that a oour! should hold lhalthe limitations of liabilities or remedies available as set forth In these Terms, or any portions thereof, are unenforceable for any reason, or that any of Customer's remedies under these Terms fall of Ihelr essential purpose, Cuslomer expressly agrees that under no c1rcunstances shell BeISouth's Iotalllabllity to Customer or any party clalmlng by, through or under Customer for any eeuoe wIlalsOlver, and regardless of the form of action, wIleth.r in _ or In lori, Including negligence, In the aggregate, exceed the amount of charges paid by Cuslomer for use of the ServIces or Equipment durlng the twelVlHllOnth period Preceding the date such claim ftrst aroee. 11.4 Customer's sole remedy for any failure or non-perlormance of the ServIces Qndudlng any associated Equipment, Software or other materials suppled In connSCUon with the Services) shall be (a) for BelSouth to use oommerdally reasonable elforls ID alfactuate an adjustment or repair of the SeMc:es or EquJpment and, in the event such faNure or non-performance resutts In Service or equipment do'MlUme that exceeds the period of time spedlled In the applicable service JeveI agreement portion (If any) of any applicable Order or Service DescI1plion, ID recelve a refund or credit of or against any charges oth......... payable for the Services or Equipment for the perlod of service downtime as provided for in the applicable service level agreement portion (If any) of any applcable Order or Service Desaiption, or (b) huch falure or non-parfonnance results In Service or Equipment downtime or degradation so subetantial as 10 render the Slrvice essenllally unavailable to or unusable by Customer for normal use, to terminate the ServIces or Equipment for defau~ by BenSouth In the man_ provided In these terms. Unless specified ID lI1e oontrary In any app~1e service - agreement portion of any applicable Order or Sarvlce DescrIption, the maximum credit for service downtime or other failure shaft nolexceed the Iotal monthly bill to the Customer for the Sarviees or Equipment for the month In wIllch such downtime or failure 000Jnl. 12. Tennlnetlon.nd Defeuft . 12.1 BellSouth may. at its sas dlsaetion. tennlnate any Customer Order and discontinue Customer's access to and use of the SeMces, if (a) Customer fails to pay any amount within 10 days after lNI'Itten notice that the same Is delinquent; or (b) Custcmer breaches any of the material terms. ccndltlons, obligations, or representations contained in these Tenns, except for applicable Acceptable Use Policies, and does not cure such breach 50f 9 CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION --.. -- --- ---. - -- -- - ___ _,~ ___u _ BBMA Agreement No. FL03.F871-OO within thirty (30) days of notice 01 sucll breach; or (c) Cus1Drnet" becomes the subject of a voluntary or Involuntary bankruptcy. Insolvency. reorganization, or Ilquida1lon proceeding. makes an esslgrrnent for the benefit of creell_. or admits In writing lis inability to pay debIs """'" due, or (d) Custome<'s equipment or use of the 8erI/IceO I_ with the SeMces or any other user. Although BeIlSouth - the right tD immediately suspend or tennlnalo _ In the event of ~ or ftagrant vIOlations of Its Acceptable Use Policy, Incorporated herein by """","",,, BeISouth's preferred calise of action Ul"<1er this SecII<>n 12.1(d), Is to allow Custcmer an opportunity to cease suclllnlerference be(onl SeMce lennlnauon OCCIJrs. In addition. W BeIISoulh reasonably _nnlnes that the continuation of the SeMces has become impractical or unfeasible for any technical, legal. or regulatory reason. BeIlSouth may tennlnale the Services with at least thirty (30) days prior notloo W reasonably pracllcal. 12.2 If Customer has elected a minimum tenn for the SeMces and then cancals lis Services or any portion the""", or has Its SeMces or any portion thereof tennlnated as provided above, prior tD the expiration of such minimum lenn. Custaner shall be obligated to pay BelSouth a lennlnaUon charge equal to the amount (If any) specified In the applicable Older; otherwise the lenrina1lon charge shall be equal to 100% of the total monthly ctwges (other than variable usage ctwges) that would have become due for the remainder of the scheduled minim... tenn W such cancellation had not occurred. SucIl tennlnation ch8llle shall be paid to BeIlSouth within thirty (30) days - such cancellation by Customer. 12.3 If BelSouth breaches any of these male rial Tenns and falls to cure such breach within thirty (30) days - wri_ nollce of such breach, Customer may (as lis sole remedy except for any credits that may be payable for downllme as provided elsewhere herein) lenrinale Ifs the - ServIces by written nollce to BeIlSouth, without obligation for any early tennlnation charges otherwise payable hereunder. 13. Force MIJIeu" . BeIlSouth shall not be responsible for any delay or failure In delivery or perfonnance of any of lis duUes hereunder due to acls of God. acts or omissions of any network provider or any other occurrence commonly known as force majeure, lnduding 'Neather, war, riots, acts of terrorism. embargoes, strikes, or other concerted acts of workers. casuatties or accldents, or any other causes or cirwnstances whether of a similar or dissimilar nature to the foregoing that prevent or hinder the delivery of the 8erI/IceO. BellSouth may cancaI or delay performance hereunder for so long as such pertorrnance Is delayed by such OCCIJrrence or OCCIJrrences. and In sucll event BelISouth shall have no liability to Customer. 14. NoticH. All noIices under this Agreement wll be in writing and will be deemed to have been duly given W delivered personally or by courier service, faxed or mailed by registered or certtfIed mall, relum receipt requested, postege prepaid. to the PartIes at the addresses set forth boloN. All noUces under this Agreement that are addreseed as provided herein wll ba deemed given (a) upon delivery, W delivered personally or by courier service, (b) when conlnned, n delivered by facsimile, and (c) on the lIIth (5th) business day aller the day k is depoeited In a regular depoeltDry of the United States mall, n delivered by mall In the manner described above. EIther Party may change Its address or respeclIve oorriact for noIItIcaIIon purpcees by giving notice to the other of the new address or designee and tha date upon which sucll change will become efIec1ive. BellSouth Customer BellSouth Business Systems, Inc. Atfn; Director of COntract Management 2180 Lake Blvd., 7th Floor AUanla, GA 30319 Monroe County 1200 TNman Avenue Kay West, FL 33040 15. COntl_intonnallen. 15.1 Except as sol for1h In this SecII<>n, or as otherwise expressly provided In this Agreement, each Party agrees that (a) aU informallon communicated to it by the other and Identified and marked as "confIcIen1tal; whether before or afler the date hereof, (b) allnfcmla\lon identified as confidenttal to which k has aooess In connection with the ServIces and Equlpmerri. and (c) this Agreemant and the PartieS' rlghls and obligations hereunder (collectively, "Conlldentlallnformation1, wi. be, and will be deemed to have bean, received In confidence and will be used only for purposes of this Agreemenl Each Party agrees to use the same means it uses to proleCt its 0\Nl'l confldentiallnformation. but in no event less than reasonable means, to prevent the discJceure and protect the confidenUallty of Conftdenttallnformation. No ConftdenUallnformation will be_ by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose \his Agreement and any disclosing Party's Confidenttallnformallon to thoee who are employed or angaged by the recipient Party, Its agenlB or theea of Its afIIllates""O have a need to have access tD such I_on In connection with their employment or engagenB1l, provided the recipient ParIJy notilles such persons of the obligations sol forth In this SecIon and sucll persons agree to abide by sucll obligations. 15.2 Tha obligations set forth In subsection 15.1 above will not proventany perty from disclosing information that beJongs to sucll Party or (a) is already k"""", by the recipient Party without an obligation of confIdenlIality other than under this Agreemen~ (b) is publcly k"""", or becomes publicly k"""", through no unauthOl1zed act of the redplent Party, (c) is rightfully received from a third party, (d) is independenUy developed without use of the dIscIceIng Party's ConIIdentiallnformation or (e) is disclosed without similar resIrtctIons to a third party by the Party owning the COnfidantla1lnfonmauon. If COnlldentla1lnfonmation Is required to be dlsclooed pursuant to law, regulation, tarlfl or a requirement of a governmental authority, or In connecuon with an arbItralIon or mediation, such ConftdenUallnfonna\lon may be discloBed pursuant to sucll reqlirement so long as the Party required tD disclose the Confidentla1lnformation, to the extent possible, provides the disclosing Party with llmely prior nolIoe of sucll requirement and coordinates with the disclOSing Party in an effort to amlt the nalllre and scope of sucll required disclosure. Upon wri_ request at the explrallon or tennination of an Attactrnent or Order, all documanted COnfidenttallnformation (and an copies then>of) owned by the requesting Party (n prevloosJy received by the 18nnlnaUng Party) will be relllmed to the requesting ParIJy or will ba destroyed, with wri_ certiIIcaIIon- being given to the requesting Party. The provisions of this SectIon will survive the expiration or tennlnation of any Order, - and this Agreement for any reason. 15.3 Confidential Information will not Include any feedback, data. ans'N8l'S. questions, comments, suggestions, ideas or the Dke, that CUstomer sends to any BelISouth Company or to BBS releUng to the Services or Equipmen~ unless Customer Identilles It as Confidenttallnformation. BeIlSouth and BBS assume no obligation to protect suclllnformatlon from dis_ure and wiN be _to reproduce, use, and dis1rtbule the Information 10 others without reslrlctlon. BelISouth and BBS wlllaiso be _ to use any Ideas, concepls, know-l1ow or techniques oorrialned in such infomlation or developed by them, for any purpose whatsoever including but not limited to developing, manufacturing and mari<etlng Services and 6019 CONFIDENTIAUPROPRIETARY _ NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreem.nt No. FL03.F871.lJO EquipmentlllCOlpOnlting such Infonnation. Nothing contained in tills Section restricts the right and ability 01 BBS and BelISoutilIo us.lnfoonation concerning the execution of this Agreement and the provision of the Services and Equipment to Customer In internal publications. 15.4 N_ti1sIandlng tile foregoing, tile County and BoIlSoutil shall allow and pennn reasonable access to, and InspocIion 01, all documents, papsre, IelIenl or oIIIor mater1aJe In no poeeooeion or undor Its control sulljeclto til. provisions 01 Chapter 119, florida S_, and made or received by the County and BoIlSoulh In conjunction .wtil tills Ag_~ and tile County shall haw til. rlght to unilaterally cancel tilis Agreement upon vloIaflon 01 tills provision by BelISoulh. 16. Trod. Nam., T__ and Service Marko. Patanta and Copyrlghta . 16.1 Neither Party Is authorized to and wlU not use any name or mark of the other Party In any advertising, publicity or in any other commercial mannsr wltilout tile prior written consant of the otiler Party. 16.2 Custcmer may uso. copy and distribute tile materials relating to tile SorvIcae for inlemal. noncan_.lnfonnational purposes only. Except as aulhor1zed In tills paragraph, Cuatomor Is not being granted a license under any copyright, trademar1<, palant or oIIIor Inl8tiaduai property right in til. material or til. products. Servl..., _ or tachnology dosaIbod til.reln. BelSoutil, no afIIIlates and/or any tillrd party owner of such rights retain al sum rtghls. Customer shall haw no own....hlp or property r1ghls In the Servl... or In any documontation provided In connection wltil tile Services. Cuslomer may make copies of such documentation solely for use in connection _ no aulhor1zed use of the Servl..., and all sum copies shall Include al copyright, trademar1< and otiler proprietary noli... appearing in til. original dooJmentation. Upon the lonninaflon 01 the Services to Cuslomer, Cuslomer shall retum all copies of tile documentation to BellSoutil or oertify destruction of such documentaflon. 16.3 AI.-mar1<, product and sorvlce mar1<s contained on or associated wltil the Services and Equipment thai are not BelISouth Company marks are Ihe trademarks of their respective owners. References to any names, mar1cs, products, services or equipment of third partfes do not necessarily constfMe or impty BBS's or BeIISouth's endorsement, sponsorship or recommendation of the third party, information, product or 8efVice. 16.4 Neither Party will make any media release or other pubic announcement relating or refen1ng to the Agreement without the prlor_n consent of the other Party. 17. Indamnlty- 17.1 rt any Equipment, Services or Software furnished under this Agreement (other than Equipment or Software provided "As Islt) infringes any United States patent, trademark, copyright, or trade secret and a claim or suit is brought against Customer on that account, BellSouth agrees to defend or seWe any such claim or suit at BellSouth's expense. BellSouth 'Ntll also pay all damages and costs that by nnal judgment are UIi'~'Ied agaInst Customer due to such Infringement. 17.2 BeIlSouth's obllgaflon as sol forth In this SectIon Is expressly cond_ed upon the fOllowIng: (a) that BeliSouth shall be nolifled promptiy In writing by Customer of any claim or suit of which Customer Is aware; (b) that BellSoulh shall haw sole lXlIllrol 01 the defense or sel1lement of any claim or sui~ (c) thet CuaJorner shall oooperata .wth BellSoutilln all reasonable ways to fac:ll_the solllement or defense of any claim or sun and (d) that the claim or suit d... not al1sa from Custcmer modifications, or from oornblnations of Equlpmen~ Software or Services provided by BoIlSouth_ equlpmon~ 80IIware or sarvk:es provided by Customer or othere, or from CUStomefs use 01 Equlpmen~ Software or ServIces other than In aa:ordanoe with the applicable manufacturer's specifications. 17.3 If any Equipmen~ Software or Services becomes, or In BellSoulh's opinion, Is likely to beccme thesubject of a claim of Infringornon~ BeIlSouth will, at its option; (a) procure for Customer the rtghtto continue using the appllceble Equipment, Software or Services; (b) replace the Equipment, Software or Services .wth a non~nfrlnglng equipment, Software or Services substantially complying with the specifications 01 the Equipment, Software or ServIcoe; or (c) modify such Equipment, Software or Services so It becomes non~nfrlnging and perlbnns In a substantially similar manner to the original Equipment, Software or SeNices. 17.4 If options 17.3(a). (b) or (c) - are not reasonably available to BelISouth, then BelISouth may elect Instead to retum the pr1co paid for the pUrohasod EQUlpmen~ the one time fee paid for the IIoensed Software, or any amounts prepaid by Customer for the alfactad ServIces for any period after BelISoulh directs CusIon1er to cease such use, which Is In either casothe subject or poIantial subject of an infringement claim, as lt10n depreclated based on Customer's d.predation schedule used for faderal i"",,",etax reporllng pul]lOSOS. 17.5 Customer wliI indemnify and saw BellSoulh hannless from and against all loss. lIabllty, damage, and expense, including all reasonable counsoi fees. due to claims for Infringement 01 United States patenls. copyright. bademar1<, or other inteliadual property rights. or due to any other claims or causes of action by third parties 01 any nature whalsoe_, arising from the use. In connection with tile Servlcae or Equlpmon~ of equipment, software or lnfonnatlon not provided by 8elISouth. or otherwise relating to or arising out of CUstomer's use of the Services or Eqlipment 18. DI__. 18.1 County and BellSoulh agree lt1at ail disputes and disagreements shall be altarrj:Jted to be resolll8d by meet and confer sessions between represontati\18S 01 aacI1 of the Parties. If no resolution can be agreed upon within 30 days aftat the flrst meet and confer ....Ion, the issue or issues shall be dlsaJSSOd at a pUblic meeting of the Board of County Commisslonsre. If the Issue or Issues are still not rasollled to the satisfaCtion 01 the Parlles. then any Party shall haw the right to.- such relief or remedy as may be provided by this Agreement or by Florida law. , 8.2 The County and BeUSouth agree tha~ in the B\l8nt of conflicting Intarpretations 01 the tanTIS or a lonn 01 this Agreement by or belwaon any of them the issue shall be su_ to mediation prior to the inslilution of any other admlnisbalMl or legal Proceeding. 18.31n the ewnt any admInlelraliw or legal proceeding ialnslltuted agalnst either Party relating to the fonnotion. exacutlon, performance. or breach of this Agreomen~ County and BoIlSouth agree to parllclpata, to the extent reasonably required by tho otiler Party, In all proceedings, hearings, processes. meetings, and other activfties related 10 the substance of this Agreement or provisIon of the SeNices under this Agreement 7 of 9 CONFIDENTlAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreement No. Fl03-F871 ~ County and BelISouth specifically agree that no Party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement 18.4 The County and BelSouth agree that In the event any cause of action or administrative proceeding Is Inlllated or defended by any Party relative to the enforcement or Inlelpretation of thl8 Ag,"""nt, the prevailing Party shall be entilled to reasonable attomey fees and court coe1s as an award against the non.prevalllng Party, and shall Include reasonable attomay fees and courts coe1s in appellate proceedings. Modlalion proceedings inl1lated and conducted pu",uant to this Agreement shall be in accordance with the Florida Rules 01 Civil procedure and usual and customary procedures required by the drcuil court of Monroe County. 19. General. 19.1 Except as set forth herein, neither Customer nor BeIlSouth may assign or transfer any of its rights, duties, or obligations with respect to the Services without the other Party's INI'itten consent, which consent shall not be unreasonably 'NIthheld or delayed. Any attempted assignment or transfer without the written consent of the relevant Party shall be void. Notwithstanding the foregoing, BellSouth may assign. delegate or otherwise transfer Its rights or obligations hereunder, In whole or in part, at any Urne to any entity owned in whole or in part by BellSouth Corporation or by one or more of its direct or Indirect subsidiaries, or subcontract the perfonnance of any of its obligations under this Agreement. 19.2 No action, regardless of form, arising out of the Agreement may be brought by either party more than one year after the cause of action has arisen. 19.3 These terms and the Services and Equipment shall be governed by the laws of the State of Florida applicable to contracts made and to be performed In the stata. without regard to Its conflicts of laws provisions. In the event that any cause of acIIon or administrative proceeding is instituted for the enIotcement or inlelprelalion of this Agreement the County and BellSouth agree that to the extent alowed by law, venue will lie in the appropriate court or before the approprtate administrative body In Monroe County. Florida. 19.4 If any term, covenant condition or provlston of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction. the remaining tenns, covenants, conditions and provisIons of this Agreement. shall not be affected thereby; and each remaIning term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remainIng terms. covenants. conditions and prov;slons of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and BellSouth agree to negotiate In good faIth in an effort to replace any stricken provisfon with a valid provision that comes as close as possible to the intent of the stricken provision. 19.5 No failure on the part of either Party to exercise any right or remedy arising directly or indirectty under this Agreement will operate as a waiver of any right or remedy it may have, nor will an exerclse of any right or remedy by either Party preclude any right or remedy otherwise available to such Party. 19.6 The headings used In this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement. 19.7 The terms. covenants. condlllons. and provisions of this Agreementshel bind and Inure to the beneflt of the County and Be1lSouth and their respective legal repnssen_, successors. and assigns. Except as otherwise speclflcalty stallld In this Agreement. the provision. of this Agreement are for tha benefit of the pa_ hereto and not for any other person. No person or entity shell be entl1led to rely upon the tanno. or any of them. of this Agreement to enforce or ~ to enforce any third-party dalm or enlllloment to or bene1lt of any servtos or program contemplated h8f8Uflder, and the County and BelSoulh agree thai neither the County nor BellSouth or any agent oflIcer. or employee of - shall have the authOOty to Inform. counsel, or oIheIwIse Indc:ata that any particular Individual or group of Individuals, entity or entities, have entltlemenls or benefits under this ~reement separate and apart, inferior to, or superior to the canmunlty In general or for the purposes contemplated in this Agreement 19.8 BellSouIh shall maintain a1i booI<s. records, and documents direc1ty pertinent to performance under this Agreement In accordance with generaly accepted accounting principles conslslanUy applied. Each Party 10 this Agreen'18llt or their authorized representatives shall have reasonable and smely access to the blllng records of each other Party to this Agreement for public records purposes during the term of the Agreement and for four yea'" following the I8m1lnation of this AD,"""nt Should an aud~ exception identify an ovetpayrnen~ County and BelSouth agree that the amount of payment shall be repaid or credllad to County's account 19.9 County and BellSouth covenant that neither presensy has any intereslthat would conflict In any manner or degree with Its perlonnance under this Agreement. and that the only intereSt of each Is to perfoml and receive benefits as reclted in this Agreement 19.10 BellSouth agrees to execute such documents as the County may reasonably require, and which are applicable to BeIISouth, to include a Pubiic Ensty CrIme Statement. an Ethics Statement and a Drug-Free Wori<place Statement 19.11 No covenant or agreement contained herein shal be deemed to be a covenant or agreement of any member, oflIcer, agent or employee 01 Monroe County in his or her indtvidual c:apadty. and no member. ofIioer. agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personalllabiilty or accountability by reason of the exeoullon of this Agreement 20. Non-Olscrlmlnatlon _ County and BelISouth agree that there win be no unlawful discrimination against any person in the performance of thls Agreement, and II is expreesty understood that upon a determination by a court of canpetent jurlsdlcllon that suell unlawful dlsatmlnation has occunred, the County may l8m1inate the atIeoIad ServIoes _the date of the court order. County or BeIlSouth agrees to canply with all Federal and Florida statutas. and allocal ordinances. as appIicabie. relating to nondisotlmlnation. These Include but are nolllmlled to: 1) Tille VII of the Civil RIghts I>l:J. of 1964 (pL ~52) wI1ich prohibits discrimination on the basis of race. color or national origin: 2) Tille IX of the Educetion Amendment of 19n. as amended (20 use ss.1881-1883, and 1685-1888). whlell prohlbitsdisorimination on the basls of sex: 3) Section 504 01 the Rehabilitation I>l:J. of 1973. as amended (20 USC s. 794), wI1lch prohibits dlsc~mlnation on the basis of han<llcaPO; 4) The Age DisotImination I>l:J. of Bof 9 CONFIDENTIAUPROPRIETARY - NOT FOR DiSCLOSURE OU7SIDE BEllSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreemenl No. FL03-F87HIO 1975, as amended (42 use... 6101-6107) which prohibllsdlsclimlnatlon on lIle basis of age; 5) The Public Hoallll SeMoe Act of 1912,".523 and 527 (42 USC... 69Odd-3 and 29000-3), as amended, relating 10 confidentiality of ak:chol and drug aOOse patienl records; 6) Titie VIII of !he Ollil Rights Act of 1966 (42 use s. et seq.), as amended, relating 10 nondlsalminatlon In !he sale, rental or finenclng of housing; 7) The Americans willl Dlsabllllles Act of 1990 (42 USC s. 1201 Note). as may be amended from time 10 time, relating 10 nondiscrimination on lIle besls of disability; and 6) Any other nondiscrimination provisions In any Federal or stale statutes which apply 10 !he Par1Ies to, or lIle subject mailer of, IIlls Agreement. 21. Codo of ElI1Ic:o - County agrees lIlat ofIIoers and employeee of lIle County recognize and will be requlmd 10 comply w111l Ihe standards of conduct fur pubUc oIIoers and 0lT1IlI0yees as delineated In Section , 12.313. Rorida S_. regarding. but not limited 10. sollcllation or acoeplanoe of gifts; doing business wIIh one's agency; unauthorized compensa1lon; misuse of public poslllon, confiIctIng employment or contractual roIa11onshlp; and disclosure or use of certain infamation. 22. No SoIlcltallon/Poymenl_ The County and BellSouth warranl thaL In resped to Itsell, II has neither employed nor retained any company or person, other Ihan a bona fide employee working solely fur iL 10 solicit or secure this Agreemenl and Ihalll has not paid or agreed 10 pay any person, company, corporallon. individual, or finn, other than a bona fide employee working solely fur iL any fee, commission, percentage, gift, or other consideration contingent upon or resUtlng from the award or making of this Agreemenl For the breach or violation of the provision, BellSouth agrees that the County shall haw the right to tenninate this Agreement without liability and, at its discretion. to offset from monies owed, or otherv.;se recover, the fun amount of such fee, commission, percentage, gift, or consideration. Customer acknowledges that Customer has read and understands this Agreement and .g..... to be bound by Its terms and condition.. Cuatomer further ag..... that this Agreement, and any Ordera, constitute the complete and excluslvl statement of the ag....m.nt between the partl.., superseding all propoula, repre.entaU~, and/or prior agreements, 01'1I1 or written, between the parti.. relollng 10 the oubjoct mOlter of tho Agreement. Acceplonce of ony Order by BollSouth io oubjoct to BeIlSouth credit ond othw approvals. Thl. AgnNtment I. not binding upon SellSouth until executed by an authorized employee, partner, or agent of CUltomer and BeIlSouth. The undersigned warnnt and rep,...nt that they have the authority to bind CUltom.r and SeUSouth to thl. Agl'88ment This Agreement may not be modified, amended, or superseded other than by . written Instrument executed by both partl... Tho undorolgnod wo,",nt ond represent lhallhoy hovelho outhorlly 10 bind Cuslomer 0 ',,",uth 10 this Agreement. / / MS,INC. CUSTO~A Monroe County ~ I/?_ _ By' ~....~ (,,~ . (SI lure) Murray E. Nelson, Mayor (Printed Name and TI~e) Dalo' June 16, 2004 By, ~ g .." C> "" ~ r- Z :to' :a(J~ !e ", ~L~L/ Or-_' 0 O'TJ:> n' N ..,., or, e.,) 0 ~~D~ CLERK C::ij_\ ::0 2". c:::.:: ~ -'nr- ::0 :<:-i::r ", ... ::- - (") ,.. C> -. 0 ;too m N ~ Q) 0 9019 CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION ------'"_...,_.^~~-_..._--~- Monroe County Description BeUSoutlt Primary Rate JSDN (Fl.) Exchange: KEYS (Rate Group 5) Payment Term: 49 to 72 Months Serving Arrangement: Remote Central Office Rate Plan: Flat Rate Access Line Intertilce - Voice/Data (Standard) B-Channels - Voice/Data (Standard) D-Channels - Voice/Data (Standard) Telephone Numhe~ for Voice/Data and Digital Data Inwan:l/2-way ISDN Permanent Serving Anangement End UserColD11On line (EVCL) TeJecomnunications Relay Service Excess line Port (barge _ PRI Federal Unive~al Service (barge _ PRI Circuit Loeation #1 Address: 88800 Overseas Hwy. Serving CO: KYLRFLMARSO (305/852) - BellSouth Telecomm, Inc. _ FL Remote Central OfJice: HMSTFLHMDSO (305/242-0000) ORates quotedjOr this product are based on Tariff8ections A423 (G881), 4.7 (FCC I). CustomlDtry(FI.) Description: PRI Advantage Promotion <The Custom Entry portion of this quote has been manually entered and is subject to verification Waive Inslallation and $12.00 per B-Channel Quantity Installation Monthly 1 $875.00 $120.00 1 $11 0.00 $340.00 23 $115.00 $948.75 1 $0.00 $0.00 100 $0.00 $20.00 1 $0.00 $0.00 5 $0.00 $33.80 5 $0.00 $0.75 1 $0.00 $14.00 1 $0.00 $5.15 ($1,100.00) ($672.75) Total In. taIlation $0.00 Total Monthly $809.70 J Prepared By J..II MoDtn (305) 569.7327 Quole Nunbcr BBS04~2010940"3 This Quote is valid 30 days iomlasl revision dateU/Ol/2004 Federal~ State and Local tax nOI included. @BEIISOUTW The information Contained in this proPOsal is proprietary to BeUSouth and Is offered solely for the purpos of .'.,u.',,". II may no' be dl,clo,.. '0 !hI", part~, W;'hout.ria< ....'.n pa""I"~n from B.IISou'h. Th, quote Is subject to the IIvailablUty of the services set forth above. Created QuoteEx art BeIlSouth Primary Rate ISDN (FLl CKL" 1 88800 Overseas Hwy. 88800 OvelS9as Hwy. Plantation Key, FL 33070 Lisa Druckemiller (305) 295-5100 Custom Entry (FLl by p Page. 1 ---.--..-- _"___"'_~~H.__". . Ponted. 12101/2004 DEC-D2-l00~(rHU) Ib:02 BEll~OUrH BU~I~E~~ (f~X)JOJ Jb~ 1JJ2 ~, ij02/0~2 MASTER Order Al:tIIchment for Tariffed Service This Onlur Attachment Is Mado Pursuonllo the MASTER No. FL03.FI71.o0 121D112llD4 Poga I all Tarl" Servl..e Hsmo: PRIMARY RATE ISDN Tariff Rere..n...: A42.3 Terlff Type: Goneral Subecrlber Sel"llco. ProduGI Term: 49 mon\ll(8) Customer Desired Sol'llco D.Ie: 12120/04 elUmol.d S.rvlas Inlol'lll: Cuatamer Bllllna InfonnDtlan Nlm.: Monroe CDunty Addr..s: 1200 Truman Avenue Clly: Key Wast C"nlllGl: Usa DruckamlUer ~J,h()11 Slat,,: Florida PhDne: (305) 295-5100 Zip: 33040 Fax: (306)296-6105 . _~~,?!!p-lIon Non-Recurring ROGUrrlnll R.le ReID usoe SOO tariff ret....neo A42.3 tram Genel'lll Sublcrlber Servlcee. Olhor Torms end Condlllon.: This Order AllachmenllD FL03-F871-00 requa.1s an uddlUDnal PRI 8188800 OvereHI Hwy. using !he lIJdsllng PRl AdvanlBge Promollon. Canlnlet term . 49 monlh.. Customor. ~ro~o~ BtJ<:.c.. By: ~~ . l=~ (Aulh"".od SIQn.""1 TiUe: m)V'" Data: "~-I(i:> -"5 :::ISU;::U~ (Aulharlzlld &lanal_) TIll.: ~es ~"'-'4'~ Dale: ~ / I I u<,- .",1 " ~e'\t! I." CNlNYLKOUWIIClIIIlIC _, Q...d.,.Q,C'.&.~ ~ ., : , - C' 1--- ;,.,;} r'.. " C-) I ,-, ..--J , : ~ -j - , :- ~.i .'1" r- f'J; :;.. _n. T11la Iy,tern conlal.Ui CPNI. wtlfch may nal bill uaed oulrlklo of a IlOUAlmef's hillinG ....c:anuoonlCDIICaI"S HI'YiGe relallanahlp. without exprDU cullomer approval. F'roprfelory ~ NoI for dlldu!lUfe DutIIdo Se.llSuuUI excapt by ..fine,. Igreemenl DAN1YY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: June 23,2004 TO: Lisa Druckemi/ler Technical Services Pamela G. Hancoc.~ Deputy Clerk LY FROM: At the June 16, 2004, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: BellSouth Business Master Agreement No. FL03-F871-00 and BellSouth Business Master Agreement for Regulated Services and Volume & Term Agreement No. FL03-F871-JO between Monroe County and BellSouth Business Systems, Inc. This will be the main service Agreement. Contract Service Arrangement Agreement, Case No. FL04-2603-03 between Monroe County and BellSouth Telecommunications, Inc. for 2 megalink Tl's for tie lines to Marathon and Plantation phone systems. Contract Service Arrangement Agreement, Case No. FL04-0156-03 between Monroe County and BellSouth Telecommunications, Inc. for point to point megalinks. lIMaster Order Attachment for Tariffed Service between Monroe County and BellSouth Telecommunications, Inc. for Frame relay service. Enclosed is a duplicate original of each of the above-mentioned for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Administrator w/o documents County Attorney Finan9l File ,/ -_.._."-,--,--~_.,..., "11'l1li .-- Danny L. Kolhage omee (306) _3674 Fax (306) 296-3667 Date: rmIJnl;k1!milJ6, ~Spg'inli<d. Isabel C. DeSantis, DePuty Clerk ~ Thursdny, March 03, 2005 7b: From: At the Regular BOCC meeting of February 16, 2005, the Board approved the following: Adding another PR! (primary Rate Interface) to existing BellSouth Contract #BBMA Agreement No. FL03-F87l-00. This is to provide additional central office trunking to the Plantation Key Govermnent Center. This is for the new Roth Building (Public Defender, Clerk of Court, Sheriff and additional service to existing system). This service will be split with the Monroe County Sheriff Department. This contract is for 3 years and 2 months. Upgrading service on existing frame relay contract. All frame relay with a speed of I 28kbps-(Fractional T-l) to be upgraded to a speed of 1.536 mbps (Full T-l). BellSouth Contract #BBMA Agreement No. FL03-F87l-00. This contract is for 3 years with no additional price increase. Installation of an Auto Attendant to the Monroe County Switchboard. This will help in routing of calls to the appropriate departments and alleviate the load of calls to the Switchboard operators Enclosed please rmd a duplicate original of the subject document for your handling. Should you have any questions concerning the above, please do not hesitate to contact this office. Copies: Finance County Attorney File ./ AT&T Primary Rate Interface Agreement Technical Services Monroe County BOCC June 18, 2008 Background Information Currently, Monroe County has contracted with AT&T (formerly known as Bellsouth) to provide primary rate interface(s) (PRI) at multiple County facilities. These PRI's are needed to connect our telephone switches to AT&T's network for purposes of dialing phone numbers outside of our 4 number dialing. This includes local numbers, long distance numbers and 911 emergency services. Staff Recommendation Technical Services recommends that the Monroe County Board of County Commissioners approve Order Attachment for CSA Services #FL08-5214-02 to renew our PRI contract with AT&T.