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HomeMy WebLinkAboutResolution No. 04-35 Resolution No. 04- ~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A RENEWAL AGREEMENT FOR CITY TELEPHONE AND DATA SERVICES WITH SBC GLOBAL SERVICES, INC., WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE APPROPRIATE DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of The Colony entered into a previous Agreement with SBC Global Services, Inc. ("SBC") for providing telephone and data services to the City; and WHEREAS, the Agreement has been renegotiated to provide for more competitive rates; and WHEREAS, SBC desires to continue to provide said services under the terms and conditions of a renegotiated SBC Master Agreement, which is attached hereto and incorporated herein by reference as Exhibit "A"; and WHEREAS, the City Council desires to enter into the Agreement with SBC Global Services, Inc. to provide telephone and data services for the City under the terms and conditions of the SBC Master Agreement, which is attached hereto and incorporated herein as Exhibit "A". THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1. The City Council hereby approves the SBC Master Agreement, which is attached hereto and incorporated herein by reference as Exhibit "A," which provides for SBC Global Services, Inc. to provide telephone and data services for the City of The Colony under the terms and conditions of the Agreement. Section 2. That the City Manager is hereby authorized to execute all appropriate documents to amend the contract to reflect the changes provided for herein. PASSED, APPROVED and EFFECTIVE this/7 day of May, 2004. ~.hn Dillard, Mayor ~ity of The Colony, Texas 64955 Christie Wilson, City Secretary, City of The Colony, Texas [CITY SEAL] Robert E. Hager,~y Attorney City of The Colo~efy, Texas (REH/cdb 5-13/04) 64955 SBC MASTER AGREEMENT This SBC Master Agreement (the ~Agreement') is between SBC Global Services, Inc., a Delaware corporation with offices at One SBC Plaza, Dallas, Texas 75202, on behalf of those SBC Affiliates (individually and collectively, 'SBC") who may from time to time enter into Addenda, Attachments, Orders, and/or SOWs under this Agreement, and City of the Colony ("Customer=), a Texas corporation with offices at 6800 Main Street, The Colony, Texas is effective as of the date last signed below ('Effective Date"). This Agreement consists of this signature page, the Terms and Conditions, and the documents listed in the Addendum and Attachment List. The Terms and Conditions will apply to all Addenda, Attachments, Orders, and SOWs. The rights and responsibilities of an Addendum, Attachment, order, and/or Statement of Work apply only to Customer and the SBC Affiliate named therein. New or revised Addenda, Attachments, orders, and/or Statements of Work must be signed by Customer and accepted in writing by the applicable CBC Affiliate. SBC may use subcontractors, including CBC Affiliates, to perform Services. Notices from a party concerning this Agreement must be written and delivered to the other party at the address(es) below (i) in person, (ii) by certified mail, return receipt requested, (iii) by traceable overnight deliver,/, or (iv) by facsimile, electronically confirmed and followed immediately by U.S. Mail. Notice will be effective upon delivery. Either party may update its address by notice given using this procedure. To Customer: City of the Colony 6800 Main Street The Colony, Texas Fax: 972-624-2298 Attention: Rebecca Koo - Finance Director To SBC: SBC 208 S. Akard, 12~ Floor Dallas, Texas 75202 Fax: 214-745-7819 Attention: Tom Greene - Account Manager for City of the Colony $O AGREED by the parties' respective authorized signatories: CBC GLOBAL SER~ES, INC. CITY OF THE COLONY ON BEHALF OF I?~AFFILIA-TES CONFIDENTIAL INFORMATION This Agreement is for use by authorized emp~/ees of the parties hereto ~,nly and ~s not for general distribution within ~r outside their cempanies, csc040204 Master Agreement Page 1 of 5 Rev. 11/19/03 SBC MASTER AGREEMENT TERMS AND CONDITIONS I. DEFINITIONS. For regulated Ser~ce, capitalized terms not Agreement, the epplicable Addendum and SBC's applicable defined below will have the meanings sat forth in applicable Tariffs and Guidebooks. Tariffs and/or Guidebooks. 2.2 Use of Sen, ice. Ser~ca is authorized for Customer's lawful use onty. Customer will defend, indemnify, and hold harmless SBC from any unlawful or unauthorized use of Se~ce by 1.1 'Affiliate" means an entity that controls, is controlled by, or is Customer or its users, as provided in the applicable Tariffs under cerumen control with another entity, and/or Guideboo~<s. 1.2 "Cutover" for a regulated Seneca occurs when the Sen/ica is 2.3 Payment and Billing. Customer will pay SBC the monthly first installed and available for Customer's use at any single prices and noorecurring charges set forth in the applicable location. Addendum, Tariff, and/or Guidebook. Except as otherwise 1.3 "Equipment" means equipment that SBC sells or leases to provided in the applicable Addendum, billing will commence Customer or for which SBC provides Professional Ser~cea. on Cutover of Service, or if no installation is involved, upon the 1.4 "FCC" means the Federal Communicafioos Commission or effectbe date of the applicable Addendum. any successor agency. 2.4 Aeelicabts Reeuietioos. SBC is regulated by rules, 1.5 'Guidebook(s)' means the Voice Prnduat Reference and regulatioos, and orders of PSCs/PUCs, the FCC, and courts Pricing Guidebook and/or the Data Product Reference and wi~ proper jurisdiction. If a PSC/PUC, the FCC, or a court Pricing Guidebook found at SBC's public thternat site. finds any part of this Agreement or any Addendum to be in conflict with any law, rule, regulation, or order, or if SBC in 1.6 "Hazardous Substance" means any substance or material good faith believes that such a finding may be made, SBC that is classified as a hazardous material, hazardous may terminate any affected Addendum or if all Addenda are chemical, hazardoos substance, pollutant, contaminant, or affected, this Agreement, withoutliability. toxic substance under any federal, state, or local law, regulation, or ordinance related to the pellution or protection of air, ground or sunCaca water, soil, or othe~ environmental III. GENERAL TERMS AND CONDITIONS media, occupational health and safety, or any other an~iroomantal or safety hazard 1.7 "Information" means ideas, know-how, trade secrets, 3.1 Term. This Agreement will start on the Effective Data and continue for 3 years. Each Addendum will have a term computer programs, technical infmmafion, and o~er coocurrent with the term of this Agreement unless atherwise confidential information, whether disclosed orally, in writing, stated in the Addendum and the previsions of this Agreement electronically, or otherwise. will sur,~h~e with respect to all Addenda unifi the Addenda 1.8 "Ucensed Software' means computer programs licensed by expire or are otherwise tmminated. SBC, including any hardwired logic instructions, microcode, 3.2 Order of Precedence/Re(3ulatorv Re~uir~m~nt,~ Any and other computer instructions licensed with or separately incensistency or conflict between the terms of an appiinable from Equipment. Tariff and/or Guidebook, this Agreement, and an Addendum 1.9 'Materiats" means Equipment and Licensed Software, will be governed in order of precedence by (1) the applicable modifications, derivative works, updates, and upgrades Tariff andlor Guidebook (unless the Addendum specifically thereto, and custom programming and documentation for the states that Addendum ~rms end conditions will supersede Materials. the applicable Tariff and Guidebook), (2) this Agreement, and 1.10 "Premises" means a location where Materials will be installed (3) the applicable Addendum (unless the Addendum or provided, or Professional Sen~ces will be pen'ormed, specifically states that Addendum terms and conditions will supersede the terms of this Agreement). This Agreement, 1.11 ~Professlenal Service(s)' means the sauces and/or work Addenda, Attachments, orders, and Statements of Work may to be performed by SBC in ceanection with the sale or license be filed with the appropriate PSC/PUC and/or the FCC, to the of Materials under this Agreement. extent required by law or regulatory authority from time to time. 1.12 'PSC/PUC' means the state regulatory authority that 3.3 T~x.e~_. Customer w pay and indemnify SBC against sales, regulates phone companies and the communications industry, use, end other taxes (excluding taxes cn SBC's nat income) 1.13 'Service= means any er all ser~ces pro,~ided pursuant to a including any applicable customs and duties arising under Tariff end/or Guidebook. this Agreement. Any tax exemption will be effective upon 1.14 "Tariff' means public documents flied with a PSC/PUC receipt by SBC of an exomptioo certificate or affidavit detailing services, equipment, rates, and charges offered by a confirming exemption and during the effective period of the regulated telephone company to potential customers. Tariffs exompfien. may include catalogs. 3.4 Termination for Convenience. Customer may terminate all or any part of this Agreement or any Addendum by giving SBC II. TERMS AND CONDITIONS FOR SERVICE at least 30 days' prior written natica, subject to applicable ~r~ination charges. Either party may terminate an Order by th',~ng the other party wriflen notice prior to Cutover. If 2.1 Limitation on Set, ce. Seneca is offered subject to the Customer terminates an Order prier to Cutover, then availability of the necessary systems, facilities, and Customer will be liable for all expenses incurred by SBC equipment. SBC provides its regulated sen~ces for under that Order. Customer's use pursuant to the terms and conditions in this CONFIDENTIAL INFORMATION This Ag~enment is for use by aathodzed employees of the parties hereto only and is not f~r general distribution within or ~utside their Master Agreement cscO33f04 ICBPS 34795 Page 2 of 5 Rev. t 1/14/03 Master Agreement NO, SBC MASTER AGREEMENT 3.5 Termination for Breach. This Agreement may be terminated restrictions will nat apply to Information that is (i) already immediately by either party upon writton notice to the other known to the receiving party, (ii) becomes publicly avaiinble party if the other party (i) ceases to carry on business as a through no wrongful act of the receiving pady, (iii) going concern, becomes the object of votuntary or involuntary independanity developed by the receiving party without benefit bankruptcy er liquidation, or a receiver is appointed with of the disolosing party's Information, (iv)received from a third respect to a substantial pad of its assets, (ii) engages in party without similar restriction, or (v) disclosed by the fraud, criminal conduct, er willful misconduct, (iii) breaches disclosing party to a third party without an obligation of Section 3.9, "Use of Confidontial Information" or Section 3.12, confidon~ality. When disclosure of Information is required by ~Nondisclesure and Publicity', or (iv) fails to perform or law or mguiotion, the disclosing party will promptly inform the observe a matadal term Or condition of this Agreement, other party and will, pher to making disclosure, make all including making timely payments and such failure is not reasonable efforts to obtain a prateofiva order er other remedied within 30 days after the terminating party has confidential tmafment and limit disclosure to p(xtions of the provided written notice to the breaching party specifically document neceecaryto comply. describing thematerial breach. 3.10 Customer Information. SBC may rely on all information 3.6 Force Maieure. SBC will not be liabis for any failure of provided by Customer and will not be responsible or held performance, if such failure is due to any cause beyond liable for any damages er costs that result from errors or SBC's reasonable control, including acts of God, tire, omissions in suchinformation. explasion, vandalism, terrorism, cable cut, strum, er other 3.11 Hazardous Substances. Customer must provide a suitable, similar occurrence, any law, order, regulation, direction, safe environmont for SBC work at the Premises. Pdor to the action, or request by any government, civil, or military commencement of Sen~ices, Customer will advtseSBC of any authority, national emergencies, insurrections, riots, wars, Hazardous Substances on Premises. SBC does not handle, labor difficulties, supplier failures, shortages, breaches, or remove or dispose of, nor does SBC accept any liability for, delays, or preemption of existing Senaca to restore Service in Hazardous Substances on the Premises. If SBC's compliance with the FCC's or PSC/PUC's rules and employees, subcontractore or ngentsencountera Hazardous mgulatJens, or delays caused by Customer or Customer's Substance er other environmental or safely hazard, SBC may service or equipment vendors, suspend performance under this Agreement until Customer, 3.7 Arbitration. A party alleging a matedal breach of this at its own expense, completes clean up and removal OF the Agreement may initiate dispute reeolotfon exclusively through Hazardous Substance to SBC's satisfaction. Custsme~s arbitration before a single arbitrator in accordance with the failure to abate a Hazardous Substance or other hazard within Commercial Arbitration Rules of ~e AAA, except as modified 30 days of SBC's suspension of performance pursuant to this in this Section. a The arbitrator will have only the authonfy of a clause will constitute a material breach. Customer will pay cou~t having jurisdiction o~' the matter. The arbitrator will not SBC for any costs, fines er penalties incurred by SBC as a alter, revo4ce, er suspend any provision of this Agreement. result of the presonco of a Hazardous Substance or other EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL hazard and its suspension of pedormance. AND DISCOVERY. Prior to appointing an arbitrator, either 3.12 Nondisciosure and Publicity. Except as required by law or party may seek equitable relief to preseree and protect the status quo. This Sentico does not ~imit eifher party's right to regulation or as reasonably necessary for a party to p~form seteff. Any request fox arbitration or for legal action arising in its obligations under this Agreement, each par[y will keep this Agreement and any Addenda, Attachments, Orders, and/or connection with this Agreement must begin within 2 years SOWS confidential.. Neither party may publish or use ~yffer the cause of action arises. Except to the extent required law or to enforce any award, the parties and their theed~rfising'other party'ssaleS'tradeProm°ti°n'name or er trademarksPUblicity materialSare used.in whichWith respective offlcere, dimctore, employees, agents, and other respect to Set,ce regulated by the Public Utility Commission representatives will hold the e~atence, content, and result of of Ohio, SBC will not (and this Agreement does nat) restrict any mediation or arbitration in confidence in accordance with Customer's ability to disclose the existence of an applicable this Agreement Nothing in this Section witl impair Customer's Order or SOW Or any terms in this Agreement applicable to ability to bring issues cencoming Service before the relevant such an Order or SOW. regulatory agency having jurisdiction. 3.8 Assinnment. Neither this Agreement nor portion or inter,asr in 3.13 Limitation of Liability. IN NO EVENT WILL SBC, ITS SUPPLIERS, LICENSORS, AFFILIATES, DIRECTORS, this Agreement or in any Addendum, Attachment, Order, OFFICERS, AND/OR EMPLOYEES BE LIABLE FOR ANY and/or SOW may be assigned, sublet, or in any manner INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR transferred by Customer without the prior written consant of CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT SBC, which consent will not be unreasonably withheld. Any LIMITATION DAMAGES RELATED TO LOST PROFITS, action in contravontion of the preceding sentence is ~old. TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR Assignor and assignee differences in creditworthiness are FAILURE TO REALIZE SAVINGS OR BENEFITS) reasonable bases for withholding consent. ARISING UNDER THIS AGREEMENT, EVEN IF ADWSED 3.9 Use OF Confidential Informa[ion. Dudng the term of this OF THE POSSIBILITY OF SUCH LOSS, UNLESS IN THE Agreement, each party may obtain Information from the other CASE OF REGULATED SERVICES, OR WHERE SBC pan'y. Written or other tangible Information must at the time of HAS ACTED WITH INTENTIONAL MISCONDUCT. disclosure be ldontified and labeled as Confidential EXCEPT FOR DAMAGES FOR PERSONAL INJURY OR Information belonging to the disclosing party. When ifisolosed DEATH OR DAMAGES TO OR LOSS OF PERSONAL orally or visually, Information must be identified as confidontial PROPERTY (EXCLUDING LOSS OF DATA OR at the time of the disclcaure, with subsequent confirmation in PROGRAMMING) (FOR WHICH LIABILITY WILL BE writing within 15 days after disclosure. Neither party may LIMITED TO PROVEN DIRECT DAMAGES), THE dudng the term of this Agreement and fer 5 years thereafter LIABILITY OF SBC, ITS SUPPLIERS, LICENSORS, disclose any of the other party's Information to any third party. AFFILIATES, DIRECTORS, OFFICERS, AND/OR Neither pa~ty may use ~e other parb/s Information except to EMPLOYEES UNDER OR IN CONNECTION WITH THIS perform its duties under this Agreement. The Information AGREEMENT WILL BE LIMITED TO PROVEN D~RECT CONFIDENTIAL INFORMATION Thl~ Agreement is for use by authorized employees ot the parties hereto only and is no~ for general distribution within or outside their companies. Master Agreement cec033104 ICBPS 34795 Page 3 of § Rev. 11/14/03 Master Agreement No. SBC MASTER AGREEMENT DAMAGES UP TO AMOUNTS PAID BY CUSTOMER FOR parties specifically disclaim the United Nations Convention on THE AFFECTED PROFESSIONAL SERVICES AND/OR Contmots for the International Sail of Goods. MATERIALS PROVIDED TO CUSTOMER DURING THE 3.17 General. If any provision of this Agreement is determined PERIOD AFFECTED BY THE MISTAKE, OMISSION, invalid or unenforceable, this Agreement will be construed as ERROR, DELAY, INTERRUPTION, OR DEFECT if it did not contain such provision. The failure of a party to RESULTING IN SUCH DAMAGES. insist upon strict performance of any provision of this 3.14 Conflict of Interest. Each party represents to the other that it Agreement in any one or more instances will not he construed will provide no officer, director, employee, or agent of the other as a waiver or relinquishment of such provision, and the same party with employment, fees, or any other direct or indirect will remain in full force and effect. personal compensation er consideration outside the terms of 3.18 Entire Aareement. This Agreement sets forth the entire this Agreement in connection with or in contemplation of this understanding of the pa~es and supersedes any and all pdor Agreement er any Order or SOW. agreements, representations, and understandings relating to 3.15 indecendent Contractor. SBC, its employees, agents, and the subject matter hereof. No medificatiens or subsequent represontath~es are not employees, sentants, partners, or joint agreements concerning the subject matter of this Agreement venturers of or with Customer. SBC is an independent will be effect~e or binding unless made in writing and signed contractor and will at all times direct, control, and super~se all by the parties. SBC shall not be bound by any eilc~ronic or pre- of its employees, pdnted terms eddifional to, or diffemot from, those in this 3.16 Govemina L~w. This Agreement will be govemed by the laws Agreement ~ may appear in Customers form documents, of Texas, without regard to its conflicts of law rules. The orde~,acknowildgmerdsorothercemmunica~ms. CONFIDENTIAL INFORMATION This Agreement i~ for use by authorized empieyees of the parties hereto only and is ~ for general dis~bution within or outside their companies. Master Agreement csc033104 ICBPS 34795 Page 4 of 5 Rev. f f/14/03 Master Agreement ~1o. ADDENDUM AND ATTACHMENT LIST This Addendum and Attachment List to the Master Agreement (the 'List') between SBC and Customer, effective as of the Effective Date, is incorporated into the Agreement by this referenee. All Addenda and Attachments shall be attached to the Agreement. 1. Addendum No. 1 - ICB SmartTrunk Service (SWBT) 2. Addendum No. 2 - Plexar II Service 3. Addendum No. 3 - FCC 73 Confirmation of Service Order for DS1 1.544 MBPS Service 4. Addendum No. 4 - Dedicated Internet Access - Essential Router PAK 5. Addendum No. 5 - Business Access Lines Services Addendum 6. Addendum No. 6 - Long Distance Voice Services Addendum This List may be amended from time to time in writing and signed by the parties. CONFIDENTIAL INFORMATION This Agreement is for use by author~ed employees of the parties hereto only and is not for general distribution within or outside their companies. MasterAgreemeet Page 5 of 5 Rev. 11/19/03 Master Agreement No. ATTACHMENT A TO SBC MASTER AGREEMENT 2.4 Billina DisPutes. If Customer fails to pay billed charges on time, SBC may charge a late payment fee or TERMS AND CONDITIONS FOR NON- bill outstanding sums as an advance payment, progress REGULATED CPEAND SERVICES payment, or other form of security. Except where prohibited by law or regulation, SBC may suspend or I. DEFINITIONS discentinue providing Professional Services and Materials if charges billed for them are not paid on time, and may demand deposits or prepayments for future business. 1.1 "Cutover" for Equipment and/or Licensed Software 2.5 TitJe and Risk of Loss. SBC will deliver Materials FOB occurs on delivery and installation (if ordered) and shipping point, freight prepaid and charged. Title to operation in accordance with specifications stated in the Equipment only, and all risk of loss to Materials, will pass applicable Addendum and/or SOW. "Cutover" for a to Customer at the time of delivery to the delivery location regulated Service occurs when the Service is first installed specified in the Order~ SBC will retain all right, title, and and available for Customer's use at any single location, interest in Licensed Software and copies of Licensed 1.2 "Order(s)" means a written or electronically Software. Customer will immediately notify both the carrier transmitted purchase order for Equipment, Licensed and SBC in writing of damage or disorepancies in quantity Software, or Professional Services that references this Agreement, is signed by Customer's authorized or type. Shipping dates will be established by SBC as accurately as conditions permit, but SBC will not be liable representative, and is accepted by SBC. for or assume any obligation for any delays or damage 1.3 "Statement of Work" or "SOW" means the attached that may occur in delivery or shipment. statement(s) of work and/or other ordering documents that 2.6 Licenses. Customer must obtain at its own expense describe Materials and Professional Services, entitled all necessary licenses, easements, permits, and consents Statement Of Work (SOW), Scope Of Work (SCOW), or (including landlords' or mortgagees' consents) in Pre-Installation Guide (PIG). connection with the installation of Materials and 1.4 ~/arranty Pedod" means the period that Equipment, performance of Professional Services, except for permits Licensed Software, or Professional Services are SBC must have in the ordinary course of SBC's business. warranted as stated in an applicable Addendum (or, if not 2.7 Coordination. Customer will schedule and coordinate specified in the Addendum, SBC's published warranty the work of any suppliers and contractors present at a period or the applicable vendor's warranty at the time of purchase), project location not to interfere with SBC's performance. If Customer fails to prepare the Premises, provide SBC II. TERMS AND CONDITIONS FOR MATERIALS AND reasonable access to the Premises, obtain applicable PROFESSIONAL SERVICES. permits, or provide the required information, support, or assistance, SBC will be excused from performance until Customer does so. Relocation of Materials under 2.1.0rders/Chanqe Orders. Purchases will be made maintenance service is Cuatomer's sole responsibility and pursuant to Orders. Customer may submit a written may result in adjustments to response times and the price request to change an Order ("Change Request'3 that SBC for Professional Services. SBC may store a reasonable has previously accepted. A Change Order will be treated amount of materials, tools, and other items necessary for as a separate Order. Customer may use a Change the performance of work on the Premises, at no charge to Request to request SBC suspend performance under an SBC. Order until the parties agree in writing on an alternative Customer will take reasonable precautions to protect and maintain the integrity of any such items and accept remedy or course of performance. SBC may, however, at delivery of such items delivered to Customer's Premises its discretion, terminate such Order and/or Addendum when SBC personnel are not available to accept delivery. when the suspension lasts longer than 30 days, and may Customer will provide proper telecommunications and recover from Customer the costs associated with such delay, electrical connections for Equipment as specified by SBC and the manufacturer's specifications. Customer will 2.2 Prices and Charqes. Prices and charges will be configure and operate all Customer-owned equipment stated in the appliceble Addendum or firm price quote or, if required to connect the Equipment (including installation of not stated in one of those, in the SBC price list in effect on Licensed Soft~vare)~ the day of the Order or SOW. All prices and charges are 2.8 Acceptance. Customer will have 30 days after based on SBC's standard, published intervals for shipping, instailation completion (as defined by the parties in an planning, or completion. All firm price quotes will Order or SOW) to test the Materiats ordered with incorporate the terms and conditions of this Agreement and applicable Addendum. installation and deliver to SBC either a signed certificate of 2.3 Invoices and Terms of Payment SBC will invoice acceptance or a written notification of material nonconformity clearly describing the Materials' failure to Customer all amounts due for Materials upon shipment, meet agreed upon specifications. Otherwise, the Materials and all amounts due for Professional Services upon will be deemed accepted on the 30~h day after installation. completion, unless such Professional Services are All Materials ordered without installation and all recurring, in which case SBC will issue a monthly invoice Professional Services will be deemed accepted on the 10~h in advance of performing the Professional Service. business day after delivery of the Materials or completion Customer will pay all invoiced amounts for receipt by SBC of the Professional Services (as defined in the Order or within 30 days after the invoice date. SOW), unless Customer has, prior to the expiration of the lO-day period, delivered to SBC a written notification of Licensed Software and all copies and certif7 in wdting to matadal nonconformity deedy deschbing the Materials' or SBC that it has done so. If the terms of this Agreement Professional Services' matedal failure to meet agreed- differ from the terms of any license agreement packaged upon specifications. Upon receipt of written notification of with Licensed Software, the terms of the license matedal nonconformity in accordance with this Section, agreement in the packaged Licensed Software will govern SBC will promptly correct the material nonconformity in with respect to that Licensed Software. SBC's ticensors accordance with the warranty provisions of this will be third-party beneficiaries of this Section with respect Agreement. If Customer places Materiels into commercial to the Licensed Software. All rights in the Licensed service or productive use, whether or not revenue is Software not expressly granted hereunder are reserved to generated, Customer will be deemed to have accepted SBC and its licensors. Materials as well as any related Professional Services. 2.11 Warranties. During the Warranty Pedod, Licensed 2.9 Installation. Prior to beginning installation or an Software developed by SBC shall be free from defects that upgrade, SBC will submit a service confirmation to materially affect performance in accordance with Customer stating the installation start date, Cutover specifications, and Professional Services shall be date(s), if applicable, and any project milestones, performed in a workmanlike and professional manner in Notification of any delays affecting installation must be conformance with good industry practice in the community communicated in writing as soon as practical between the in which the Professional Services are provided. With parties. Customer will pay installation costs exceeding the respect to Equipment and Licensed Software furnished by installation charges in the Order and/or SOW that are SBC but manufactured by its vendors, SBC assigns to caused by circumstances beyond SBC's control, such as Customer, to the extent permitted, the warranties given to acts or omissions of Customer's employees and agents, a SBC by such vendor. The Warranty Pedod for force majeure event, or Customer's failure to meet its Professional Services begins on the date of Cutover. If obligations. If SBC is unable to begin installation on Professional Services do not perform as warranted dudng schedule due to Customer's request to delay installation or the applicable Warranty Period, SBC will, a~ its option and Customer's failure to fulfill its obligations, then SBC may as Customer's sole and exclusive remedy, correct or re- extend the installation complation date and/or Cutover perform the Professional Services or render a credit for date for a reasonable period of time no less than the the defective or nonconforming portion, period of delay without liability. If SBC is unable to begin Z12 Disclaimers. SBC makes no warranty with respect installation within 30 days after the scheduled installation to defective conditions or nonconformities resulting from start date, SBC may without liability to Customer convert any of the following: Customer's (or Customer's officers, the Order to an Order only for the Materials and agents, or employees) modifications, misuse, neglect, associated Professional Services that have been accident, or abuse; use of consumables; failure of performed and cancel the portion of the Order attributed to Customer to apply previously provided, applicable the delayed installation. Customer may reschedule the modifications or corrections; or use in a manner not in cancelled installation by submitting a new Order. accordance with SBC's or its vendors' specifications. SBC 2,10 Grant of .License. Upon delivery of Licensed does not warrant that the Equipment or Licensed Software Software, and subject to the previsions of this Agreement, (including secudty software) will be uninterrupted or error SBC grants to Customer a personal, nontransferable, non- free in its operation or prevent third party hacking or exclusive license to use the Licensed Software on or with access to Customer's networks. In addition, SBC makes the corresponding Equipment (on which Licensed no warranty with respect to Customer's database errors. Software was loaded or designated by SBC to be loaded, THE FOREGOING WARRANTIES ARE EXCLUSIVE AND as designated in the Order or SOW) for Customer's own IN LIEU OF ALL OTHER EXPRESS OR IMPLIED internal operations in the U.S. If the Equipment on which REPRESENTATIONS, WARRANTIES OR CONDITIONS the Licensed Software is loaded becomes inoperative, (WHETHER WRITTEN, ORAL, STATUTORY, OR Customer may use the Licensed Software temporarily on OTHERWISE) INCLUDING WITHOUT LIMITATION TO a backup Equipment of the same type until the original REPRESENTATIONS, WARRANTIES OR CONDITIONS Equipment is restored. Customer will not reverse OF MERCHANTABILITY OR FITNESS FOR engineer, decompile, or disassemble Licensed Software or PARTICULAR PURPOSE. CUSTOMER'S SOLE AND attempt to generate corresponding source code (except to EXCLUSIVE REMEDY AND SBC'S SOLE OBLIGATION the extent SBC delivers source code to Customer) nor HEREUNDER FOR ANY LOSS, FAILURE, COST, OR sublicense or distribute the Licensed Software. Customer DAMAGE CAUSED BY OR ARISING FROM ANY may not copy Licensed Software, except for the number of MATERIALS OR SERVICES, WHETHER IN CONTRACT copies permitted by SBC for backup and archival OR IN TORT, WILL BE REPAIR, REPLACEMENT, OR purposes. Customer must reproduce SBC's (or its CREDIT ASSETFORTHABOVE. licensor's) copyright and proprietary notices on all copies. 2.13 Indemnity. If a third party claims against Customer Customer will keep written records of the number and that the Materials infringe any presently existing U.S. location of such copies and must provide a copy of such patent or copyright, SBC, at its expense and as records to SBC, at SBC's written request. SBC may audit Customer's sole and exclusive remedy, will defend Licensed Software to verify compliance with the license Customer, will reimburse Customer for any costs, provisions of this Agreement. If Customer's license is expenses, or attorneys' fees incurred at SBC's written terminated, or when Customer no longer uses the request or authorization, and will indemnify Customer Licensed Software, Customer must return or destroy the against any damages assessed against Customer tn a CONFIDENTIAl. INFORMATION This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Master Agreement A-2 Rev. 08/20/03 final judgment. If Customer's use is enjoined, or in SBC's 2.15 Security Interest. As secudty for the payment of all opinion, is likely to become subject to an infringement amounts due or to become due under this Agreement claim, SBC will, at its expense and option, procure for Customer hereby grants to SBC, and SBC reserves, a Customer a license to use the Materials, modify the purchase money security interest in all Materials and any Materials so that they are non-infringing, or replace the proceeds thereof (the "Collateral") until any and all Materials with a suitable substitute. If none of these moneys due SBC under this Agreement are paid in full, options are practical, SBC will remove the applicable including fees for Professional Services,. taxes, and Materials and refund to Customer any amounts paid to shipping. Customer will sign appropriate financing SBC for them, less a reasonable charge for use by statements and furnish further assurances, as SBC deems Customer. SBC's liability to repair, replace, or modify will reasonably necessary to establish and perfect a security not exceed the amounts paid by Customer to SBC for the interest. This Agreement is a secudty agreement. applicable Materiats. SBC will not be responsible or liable Customer irrevocably appoints SBC as its agent and for any infringement claim if it: (i) arises from Custemer's attorney-in-fact to execute and file financing statements design modifications, specifications, drawings, or wdtten and other documents prepared by SBC to perfect its instructions; (ii) relates to Customer's trademark, trade security interest. Customer will promptly notify SBC of any name, or other company identification; (iii) relates to change in its legal name, the address of its principal place products or software furnished by Customer to SBC; (iv) of business, and/or its state of incorporation. relates to modification made by Customer of any 2.16 Export. Customer will comply with all U.S. export Materials; or (v) relates to uses of any Materials provided control laws and regulations relating to the Materials. by SBC in combination with any other item not furnished Customer will sign written assurances and other export- directly by SBC. In the cases numbered (i) through (v), related documents as may be required for SBC to comply Customer will defend, indemnify and save SBC harmless with U.S. export control laws and regulations. in the manner provided above for Customer. Each party will indemnify the other against any claim or threat of claim brought by a third party on account of injury to or death of any person or damage to tangible personal or real property caused solely by the indemnifying party's gross negligence or willful misceaduct 2.14 Notice of Claims for Indemnity. Each party will give the other prompt written notice of any claim for which indemnity is requested under Section 3.13. The indemnifying party will have complete authority to assume the sole defense of such claims, including appeals, and to settle them. The indemnified party will, upon the indemnifying party's request and at the indemnifying party's expense, furnish all information and assistance available to the indemnifying party and cooperate in every reasonable way to facilitate the defense or settlement of such claims. CONFIDENTIAL INFORMATION This Agreement is for use by authorized empk)yees of the parties hereto only and is not for genera/distribution within or outside their companies. Master Agreement A-3 Rev. 08/20/03 Addendum No. I to the Master Agreement beiween SBC Global Services, Inc. and City of the Colony This Addendum No. I is incorporated by reference into the Master Agreement ("Agreement") between SBC Global Services, thC., on behalf of its Affiliates (individually and collectively, "SBC") and City of the Colony ("Customer"). Un~ess otherwise idenfified, section number references are to sections within this Addendum. In the event of any conflict or inconsistency between the terms of this Addendum and any term of the Agreement, this Addendum shall govern and control This Addendum is effective on the date of execution hereof ("Effective Date") is by and between City of the Colony and SBC's telephone company affiliate, Southwestern Bell Telephone, L.P. dba SBC Texas ('SBC Texas'). 1 TERM The Term of this Addendum and the Service provided hereunder will commence on the Service Activation Date and will continue for the Contract Term of thirty-six (36) months (the "Term'). The Service Activation Date shall be the completion date of associated service orders for Service at the first Customer location. 2. GENERAL DESCRIPTION OF SERVICE TO BE PROVISIONED, INSTALLED AND MAINTAINED Primary Rate ISDN: SmartTrunksa (herein after referred to as "SmartTrunk" or "Service"). Service provides a multi-purpose high speed, multiplexed digital interface based on CCITT Integrated Services Digital Network (ISDN) standards. SmartTrunk Service uses Primary Rate Interface (PRI) technology. Service is provided where facilities are available from Customer's premises to SBC Texas' circuit- switched voice, circuit-switched data and packet-switched data services via 1.544 Megabits per second (Mbps) central office (CO) termination. The CO termination connects by way of 23 64 Kbps "B" channels and one 64Kbps 'D" channel. The "D' channel performs out-of-band signaling and controls the "B" channels. The transmission characteristics of this Service support 64Kbps clear channel capability and Extended Superframe Format (ESF). Calling Une Identification (CLID): Allows the name (where technically capable) and/or number of the calling party to be delivered to the called party. Direct Inward Dialing Telephone Numbers ("DiD numbers" or "Service") is furnished subject to the availability of telephone numbers. Direct Inward Dialing telephone numbers are normally provided on a consecutive number basis. SBC Texas retains its rights to the administration and use of telephone numbers as described in the "Rules and Regulations Applying to All Customers' Contracts" section in the Texas General Exchange Tariff. DID numbers must be provided on all lines in an exchange access line group arranged for inward service. 3. LOCATION OF SERVICE TO BE PROVISIONED, INSTAl ~ gn AND MAINTAINED SBC Texas will provide Services within the state of Texas at the following Customer location: 6800 Main Street, The Colony l RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their respective companies. 4. RATES AND QUANTITIES A. Rates for Services are listed below in the Price Schedule. The rates do not include any independent company or inter-exchange carrier charges. B. Rates quoted are for the SmartTrunk Interface, B-Chennei, SmartTrunk Calling Name and Number Identification (Celter ID) and Direct Inward Dialing Telephone Numbers ("DID" numbers)rate elements only. All other services or features associated with SmartTrunk will be offered at the available rates found in SBC Texas' Integrated Services Tariff filed in Texas. All other services or features associated with DID numbers will be offered at the available rates found In SBC Texas' General Exchange Tariff filed in Texas. C. Customer will pay SBC Texas for all SBC Texas Services actually installed and billed et the volume level, which exists during each current billing cycle. If at any time Service quantities do not meet the Minimum, rates for all Services will revert to standard tariff rates for the standard tariff term payment plan equal to the term of this Addendum, or if no such standard tariff payment plan exists, then rates wilt revert to the tariff payment plan nearest without exceeding the term of this Addendum. SBC Texas will then celculate the difference, retroactive to the Effective Date, and Customer will promptly pay such difference for so long as Customer retains the Service at quantities below the Minimum. Termination charges will also apply as per Section 5 to any Services disconnected before their agreed term. D. Additional Services will be eligible for the rates reflected in the Price Schedule below during the term of this Addendum, provided facilities exist and the Customer is in compliance with all the terms and conditions of this Addendum. Additions may be made at existing locations or at locations other than those listed in Section 3 provided that Customer is the customer of record and the end user of the Services at such location. Term for existing Services incorporated into this Addendum and all new Services, which are ordered by Customer with a requested due date within eighteen (18) months following the Effective Date, will end on the expiration date of this Addendum. Any Service with a requested due date after eighteen (18) months following the Effective Date will be eligible for the discounts in the attached Price Schedule only if these new Services are installed pursuant to a new thirty-six (36)month term commitment. E. Pdce Schedule - Texas Type of Service - Minimum Unit Discount Rate - Unit Discount Rate - Rate Elements Billed Monthly Recurring Non.recurrln9~,~ Quantity 36 Month SmartTrunk Interface - 1 $ 325.10 $ 00.00 Current Service~ and New SmartTrunk B-Channel - 23 $16.30 $ 00.00 Current Service ~ and New SmartTrunk B-Channel 23 $20.55 $00.00 EACS (Extended Area Charge Service) - New DID Numbers - 100 DID 1 $10,00 $ 00.00 Numbers - 1st Block of 100 numbers SmartTrunk Caller ID - 1 $ 38.25 $ 00.00 Current Service~ and New ce means all services in p/ace at Customeds locations ordered under any tariff or contract previous to execution bereo~ Any Service which has an existing contract must have 36 or fewer months remaining on the original contract term in order to transfer to this Addendum. a) Any remaining deferred installation charges from existing Services will still apply. · ~.~ST. PJCTED - P£OPPJETARY/NFO~TION The information contained herein is for use by authorized employees of the parties hereto only and ls not for general distribution ~ Non-recur~ng Charges have been waived as part of thia Addendum. F. The rates for SBC Texas Services specified above will not be subject to SBC Texas initiated increases during this Addendum term. The rates are, however, subject to any order of the PUC or governmental regulatory authority. Should Service rates increase due to any specific applicable order of any governmental regulatory authority, Customer may, at its option, either continue the Service at the new government mandated rates or terminate this Addendum without any termination charge. 5. TERMINATION LIABILITY Customer may terminate this Addendum without cause. A. If Customer requests to discontinue Services prior to expiration of the Term, Customer will be subject to termination charges in accordance with the formula in the current Texas service tariff at the time of termination. B. In the event of early termination of this Addendum, for any new Service installed under this Addendum, the tariff rate for nonrecurring charges in effect at the time Service was installed and waived hereunder will be billed by SBC Texas and payable by Customer in addition to the termination charge identified above. C. Payment of the termination charge does not release Customer from other previous amounts owed to SBC Texas. D. SBC Texas will compute the termination charges and render a bill to Customer, which Customer agrees to pay. 6. RENEWAL Upon cempletion of the Service Term, the Monthly Charges will revert to the then current month-to- month standard tadff rates or Customer may elect to renegotiate a new term payment plan. 7. STATE TARIFF REGULATIONS In addition to provisions in this Addendum, Services are governed by the Texas state tariff. RESTRICTED - PROPRIET.4RY INFORMATION The informaaon contained herein is for use by authorized employees of the par~es hereto only and is not for general distribution within or outside their respective companies. ADDENDUM NO. 3 TO THE MASTER AGREEMENT BETWEEN SBC GLOBAL SERVICES, INC. AND CITY OF THE COLONY SBC Southwestern Bell FCC 73 Tariff Confirmation of Service Order DS1 1.544 MBPS Service This Confirmation of Service Order ("Order"), incorporated as Addendum No. 3 of the Master Agreement between SBC Global Services, Inc. and City of the Colony, confirms Customer's agreement to purchase DSI 1.544 Service ("Service") under a Term Payment Plan (TPP) according to rates, quantities, terms and conditions set forth herein and in the applicable Southwestern Bell TariffFCC No. 73. This Order confirms but does not modify the tariff Rates: Monthly TPP Rates are based on TPP rates in effect when Service is installed and accepted by Customer. During the term, rate decreases will automatically be applied to the Monthly Rates. Rates will not increase above Monthly Rates for Service between the locations listed in this Order. Monthly Rates . may change ifa Service location is moved. Channel Termination Nonrecurring Charges will be waived on new installations if Customer selects a 2 year or greater TPP. Renewal or Change: Prior to the completion of the TPP, Customer may renew or change to a different TPP without incurring early termination charges if the new TPP is for an equal or greater number of circuits and is greater in length than the months remaining on this TPP. Monthly Rates for the new TPP will be based on rates in effect at the time of the new TPP. Term Expiration: At the expiration of the DS1 TPP term, Customer may select a new DS1 TPP term at the prevailing DSI TPP rates. If Customer does not wish to renew the DS1 TPP at the expiration of the term, the service will automatically convert to the current month-to-month rates. If the DS 1 Term Payment Plan is grandfathered and the DS 1 service subsequently expires, the expired service will automatically convert to the current month-to-month rates upon expiration. Service Upgrade: Customer may upgrade Service to a higher speed SBC service without incurring early termination charges if the upgraded Service is under a TPP equal to or greater than the number of months remaining in this TPP and is installed between the locations herein. Nonrecurring charges will apply to the upgraded Service. Move: Customer may move one Channel Termination ora circuit to another location in the same LATA and keep the TPP in force if no lapse in service occurs. Moves to a different Serving Wire Center may result in a change in the Monthly Rates. Nonrecurring Charges in effect for month-to-month service offering will apply. If Customer moves both Channel Terminations concurrently, Customer will be liable for an early termination charge. Early Termination: If Customer terminates the Service in whole or in part prior to the expiration of the TPP (except as otherwise permitted in this Order), Customer will be liable for an early termination charge equal to 40% of the Monthly Rates multiplied by the number of months remaining in the TPP. Assignment: Customer shall not assign or transfer any rights or obligations under this Order without prior written consent of SBC, which consent shall not be unreasonably withheld or delayed. Any assignment without prior written consent of SBC shall be void. Liability: The liability of SBC and its affiliates for damages from Service interruptions or defects shall not exceed the pro rata amount of Monthly Rates for the time Service was affected. Tariffs: In the event of conflict or discrepancy between provisions of this Order, the Master Agreement, and provisions of the applicable tariff, the provisions of the tariffwill prevail. This Order, the Master Agreement and the applicable tariff are the complete agreement of the parties and supersede any discussions, representations or proposals, written or oral, concerning the Service. Jurisdiction: This pricing is offered via SBC Southwestern Bell's FCC No. 73 tariffand is based on ustomer s acknowledgement and enrtlficatlon that total interstate traffic on the circuit(s) constitutes more than 10% of the total traffic on the Service. csc033104 (custom) ADDENDUM NO. 3 TO THE MASTER AGREEMENT BETWEEN SBC GLOBAL SERVICES, INC. AND CITY OF THE COLONY xxx Existing Contract NO: Existing Circuit ID: Term Plan: 60 Mo. 84 Mo. Rates In Effect Date: Surcharge I Requested Installation Data: MRC: XXX To be determined Exempt? I NIA YES No Non Recurring Charges: Circuit Quantity: $250.00 $0.00 1 Service Location No. 1: Service Location No. 2: 5151 N Colony Bird, The Colony, TX I 6800 Main St, The Colony, TX Authorized Customer Signature /Authorized Southwestern Bell ~ignature Print Name and Title J Print Name and Title ~ Date Date City of The Colony Tom Greene Company Name Sales Representative Name: Sales Code: WGMT25D 6800 Main St SBC Southwest Billing Address Company The Colony, TX 75056 I SBC Plaza, 12~ floor City, State and Zip Code Street Address Rebecca Koo Dallas, TX 75202 Customer Contact City, State and Zip Code 972 624-3140 214 571-7311 Customer Contact Phone Number Phone Number 510-074-1451-011 214 745~7819 Existing Billing Account Number (if applicable) Fax Number csc033104 (custom) 11~ Addendum No. 4 to the Master Agreement Dedicated Internet Access Services This Addendum is effective , between Customer and SBC Globa~ Services, Inc., for itself and affiliates Ameritech Interactive Med~a Services, Inc., Pacific Bell Intarnet Services, SNET Diversified Group, Inc. and Southwestern Bei~ Internat Services, Inc. (collectively referred to as "SBC') and in incoq3oreted by reference into the Mastar Agreement ("Agreement"). In the event of a conflict between the terms and conditions of this Addendum and the Agreement, this Addendum shall govern and control. Installation Site: City of The Colony 6800 Main St The Colony, TX 75056 ESSENTIAL ROUTER PAK Quantity Monthly Installation Charge Charge Contract Term: 36 Months Essential - Router PAK FRS t,536Mbps I 55C Email Boxes(30 Complimentary) Cisco 1721 Domain Name Service i Payment for Services $ ~50.0 Estimated Service Activation Date: 6-8 Weeks from Contract Signature Date Service Demark to customer is: Router Ethernet Connection Price Quota(s),contained on this p,~ge are valid until 05/15/2004 Finance Governing Law State: Texas Customer Support Telephone Number: 1~66-937-3664 The terms and conditions for SBC PremierSERV Dedicated Internet Access Service ("Service") dedicated.sbcis.nat/, and are incorperated herein by reference. (Version 03.2) SBCIS Provisioning TonlVersion 5. 12/01/03 DIA Svc Agmt03/1 Proprietary Information csc040804 ICBPS34795 Addendum No. 5 to the Master Agreement between SBC Global Services, Inc. and City of the Colony This Addendum No. 5 is incorporated by reference into the Master Agreement ("Agreement") between SBC Global Services, Inc., on behalf of its Affiliates (individually and collectively, "SBC") and City of the Colony ("Customer"). Unless otherwise identified, section number references are to sections within this Addendum. In the event of any conflict or inconsistency between the terms of this Addendum and any term of the Agreement, this Addendum shall govern and control. This Addendum is effective on the date of execution hereof ("Effective Date") is by and between City of the Colony and SBC's telephone company affiliate, Southwestern Bell Telephone, L.P. dba SBC Texas ("SBC Texas"). I TERM~ The Term of this Addendum and the Service provided hereunder will commence upon the completion date of associated service orders for Service at the first Customer location and will expire thirty-six (36) months thereafter (the "Term'). 2. GENERAL DESCRIPTION OF SERVICE TO BE PROVISIONED, INSTALLED AND MAINTAINED Business Exchange Access Line or "Service" are local exchange analog business lines that connects to central office over standard telephone wiring. 3. LOCATION OF SERVICE TO BE PROVISIONED, INSTALLED AND MAINTAINEr) SBC Texas will provide Services within the state of Texas at the following Customer locations: 4900 Blair Oaks Drive, The Colony 5572 N. Colony Road, The Colony 1 Harris Plaza, The Colony 3800 Overlook Court, The Colony 6001 Cypress Cove Drive, The Colony 7279 Waters Edge Drive, The Colony 4200 Iola Avenue, The Colony 6800 Main Street, The Colony 204000 Hackberry Creek Park Road, The Colony 4. RATESAND QUANTITIER A. Rates for Services are listed below in the Price Schedule. The rates do not include any independent company or inter-exchange carrier charges. B. Rates quoted are for the Business Exchange Access Line service: Flat-rate 1-Party Local Exchange Access Service (1FL), One-Element Measured 1-Party business access service (1MB), Multi-Line Hunting Service (1BH), and Mandatory Extended Area Calling Service for 1FL and 1BH rate elements only. All other services or features associated .with Business Exchange Access Line service will be offered at the available rates found m SBC Texas' Local Exchange Tariff filed in Texas. RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for u~e by authorized employees of the parties hereto on~ and is not for general distribution wlthin or outside their respective companies. C. Customer will pay SBC Texas for all SBC Texas Services actually installed and billed at the volume level, which exists during each current billing cycle. If at any time Service quantities do not meet the Minimum, rates for all Services will revert to standard tariff rates for the standard tariff term payment plan equal to the term of this Addendum, or if no such standard tariff payment plan exists, then rates will revert to the tariff payment plan nearest without exceeding the term of this Addendum. SBC Texas will then calculate the difference, retroactive to the Effective Date, and Customer will promptly pay such difference for so long as Customer retains the Service at quantities below the Minimum. Termination charges will also apply as per Section 5 to any Services disconnected before their agreed term. D. Additional Services will be eligible for the rates reflected in the Price Schedule below during the term of this Addendum, provided facilities exist and the Customer is in compliance with all the terms and conditions of this Addendum Additions may be made at existing locations or at locations other than those listed in Section 3 provided that Customer is the customer of record and the end user of the Services at such Iocation. Term for existing Services incorporated into this Addendum and all new Services, which are ordered by Customer with a requested due date within eighteen (18) months following the Effective Date, will end on the expiration date of this Addendum. Any Service with a requested due date after eighteen (18) months following the Effective Date will be eligible for the discounts in the attached Price Schedule only if these new Services are installed pursuant to a new thirty-six (36)month term commitment. E. Price Schedule - Texas Type of Service - Minimum Unit Discount Rate - Unit Discount Rate - Business Exchange Billed Monthly Recurring Non-recurring Access Service Quantity Rate Elements 36 Month 1FL - (Rate Group 2) 9 $19.60 $ 00.00 1FL - (Rate Group 3) 6 $ 20.65 $ 00.00 1BH - 2 $ 24.45 $ 00.00 1 FL - Extended Area 15 $12.00 $ 00.00 1 BH - Extended Area 2 $14.40 $ 00.00 Touchtone 17 $ 1.30 $ 00.00 Notes: (~) Current Service means all services in place at Customer's locations ordered under any tariff or contract pravious to execution hereof Any Service which has an existing contract must have 36 or fewer months remaining on the odginal contract term in order to transfer to this Addendum. m Any remaining deferred installation charges from existing Services will still apply. (3~ Non-racurdng Charges have been waived as part of this Addendum. F. The rates for SBC Texas Services specified above will not be subject to SBC Texas initiated increases dudng this Addendum term. The rates are, however, subject to any RESTRICTED. PRO?RIET~RY INFO~TION The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their respective companies. order of the PUC or governmental regulatory authority. Should Service rates increase due to any specific applicable order of any governmental regulatory authority, Customer 'may, at its option, either continue the Service at the new government mandated rates or terminate this Addendum without any termination charge. 5. TERMINATION LIABILITY Customer may terminate this Addendum without cause. A. If Customer requests to discontinue Services pdor to expiration of the Term, Customer will be subject to termination charges, in accordance with the formula in the current Texas service tariff at the time of termination. B. In the event of early termination of this Addendum, for any new Service installed under this Addendum, the tariff rate for nonrecurring charges in effect at the time Service was installed and waived hereunder will be billed by SBC Texas and payable by Customer in addition to the termination charge identified above. C. Payment of the termination charge does not release Customer from other previous amounts owed to SBC Texas. D. SBC Texas will compute the termination charges and render a bill to Customer, which Customer agrees to pay. 6. RENEWAL Upon completion of the Service Term, the Monthly Charges will revert to the then current month-to-month standard tariff rates or Customer may elect to renegotiate a new term payment plan. 7. STATE TARIFF REGULATION~ In addition to provisions in this Addendum, Services are governed by the Texas state tariff. 3 RESTRICTED. PROPRIETARY INFORMATION The information contained herein ix for use by authorized employees of the parties hereto only and ix not for general distribution within or outside their respective companies. LONG DISTANCE VOICE SERVICES ONLY ADDENDUM HVCP II PLUS Addendum No. 6 to the Master Agreement Between SBC Global Services, Inc. ("SBC") And City of The Colony ("Customer") This Addendum No. $ (the "Addendum~) is incorporated by reference into the Master Agreement (the "Agreement") entered into by SBC and City of The Colony ('Customer') and is effective as of the date last signed below, or if entered into contemporaneously with the Agreement and not signed below, on the Agreement's effective date (~Effecfive Date;), and shall continue until the expiration of the service term chosen hereunder. Unless otherwise identified, section number references are to sections within this Addendum. 1. Additional Terms and Conditions This Addendum is subject to (1) the Voice Product Reference and Pricing Guidebook ('Guidebook') containing product descriptions, technical information, definitions, and SBC Long Distance Voice Terms and Conditions, and (2) applicable state tariffs. The Guidebook and tariffs, as modified from time to time, are incorporated into this Addendum by reference. The Guidebook can be obtained at www. sbc. com/dqu debool<~ or from an SBC salesperson, Unless defined herein, capitalized terms shall have the meanings defined in the Guidebook. In the case of an inconsistency or conflict between terms and conditions of an applicable Tariff or Guidebook, or this Addendum, the governing order of precedence will be (1) this Addendum, (2) the Master Agreement, (3) the applicable Tariff or Guidebook. This Addendum shall at all times be subject to such modifications as a PSC/PUC and/or the FCC may, from time to time, require under their respective jurisdictions. 2. Hiqh Volume Calllnq Bervicee and Rates. High Volume Calling enables Customer to place domestic and international Direct Distance Dialed ("DDD') calls. Toll Free Service (~TFS') is a reverse-billed service using a universally recognized numbering scheme. Customer agrees to pay a Minimum Annual Commitment ("MAC') specified below (excluding applicable taxes and surcharges) for Services from SBC during each year of this Addendum to begin on the date service is first established on the plan agreed to herein, and shall end after the number of years specified below. The monthly recurring charges (excluding applicable taxes and surcharges) for DVA, DOV, or PRI Services, if any, will contribute to the MAC. If Customer fails to satis~ the MAC, Customer will be billed and shall pay the shortfall as an under-utilization charge. The term commitment, MAC, and Interstate Switched ('Sw"), Dedicated ("Dad'), and Proprietary Calling Card ("PCC') Rates per minute for this Addendum are: ~ Domestic Plan. High Volume Calling Plan II Plus ("HVCP II Plus"): $600 - $9,000 MAC J I~]I Customer is purchasing SBC Long Distance Services and agrees to maintain a minimum of 2 lines from I J SBC Affiliated Local Service Provider for the term of this Addendum. access ~ 1 Year-Interstate ~ ~ ~ -- ~_J 2 Year - Interstate Rates ~ble ~ ~ ~ 3 Year - Interstate Rates $600 MAC - Sw $.0330 /Ded ~ ~  Domestic Plan - High Volume Calling Plan II Plus ("HVCP II Plush: $12,000 - $90,000 MAC Customer is purchasing SBC Long Distance Services and agrees to maintain a minimum of 4 access lines from a S~C Affiliated Local Service Provider for the term of this Addendum, ! ~Year- Interstate~ ~ _ _2 Year- Interstate Rat~- 3 Year - Interstate Rates No~_~_o_[ A~_pricable  Domestic Plan. High Volume Calling Plan II Plus ("HVCP II Plus"): $120,000 - $240,000 MAC Customer is purchasing SBC Long Distance Services and agrees to maintain a minfi~num of 6 access ~1 Service Provider for the term of this Addendum. lines from ~ 1 Year - Interstate ~ ~ ~_~ 2 Year- Interstate ~ ~ ~ 3 Year - Interstate ~ ~cebl~' Customer acknowledges and agrees that if it fails to meet any of the above SBC Affiliate Local Service Provider requirements to qualify for Customer's selected High Volume Calling Plan II Plus during the term hereof, Customer will be moved to a High Volume Calling Plan II with the same MAC and term commitments. a) Fixed Domeetic Voice Service Rates and Charges: The rates for the following domestic switched and dedicated DDD & TFS voice Services are fixed for the term of this Addendum: all interstate, intrastate, and Proprietary Calling Card ('Fixed-Rate Service(s)'). The rates for the Fixed-Rate Services shall be the rates set forth herein, For Fixed-Rate Service rates which do not appear herein, they shall be priced at the rates set forth in the HVCP II Plus (for the term commitment and MAC selected above) section of the Guidebook and tariffs on the date service is first established. Except for applicable Guidebook Promotions or VIP discounts, Fixed-Rate Service rates are provided in lieu of any other Guidebook or tariff discounts. LONG D/STANCE VOICE SERVICES ONLY AGREEMENT- HVCP II PLUS 1 Rev. 03/'25~4 CONFIDENTIAL INFORI~ATION This Agreement is for use by author~ed employees of the Parties and is not for general distrtbufion in or outside the respective companies. LONG DISTANCE VOICE SERVICES ONLY ADDENDUM HVCP II PLUS Domestic Voice Services Attachment HVCPII PLUS The following rates shall apply for intrastate interlata and intralata DDD and TFS calls: Term California I Year Not Applicable 2 Year Not Applicable 3Year NotApp cabe Term Texas, Oklahoma and Kansas t Year Not Applicable 2 Year Not Applicable 3 Year $600 MAC - Sw $0.068 / Ded $0.050 Term Arkansas '1 Year Not Applicable 2 Year Not Applicable 3 Year Not Applicable Term I Missouri I Year Not Applicable 2 Year Not Applicable 3 Year Not Applicable Term Nevada t Year Not Applicable 2 Year Not Applicable 3 Year Not Applicable Term Michigan, Illinois, Wisconsin, Indiana & Ohio I Year I Not Applicable 2 Year Not Applicable 3 Year Not Applicable The MAC and term commitment selected above must match those selected in Section 2. Otherwise, the rates selected above shall be void and the applicable rates shall be those listed in the applicable state tariffs, LONG DISTANCE VOICE SERVICES ONLY AGREEMENT- HVCP II PLUS 3 Rev. 03/25/04 CONFIDENTIAL INFORMATION This Agreement is for use by authorized employees of the Parties and is not for general distribution k~ or outside the respective