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HomeMy WebLinkAbout2006-421 BELLSOUTH BLS Master Agreement CPG-11097 BellSouth ® Business Services Master Agreement This BellSouth@ Business Services Master Agreement (this "Agreement") is made and entered into as of , 2006, by and between the undersigned BellSouth Company ("BellSouth"). located at 2180 Lake Boulevard, 7th Floor, Atlanta, Georgia 30319, Attention: Director - Contract Management (the "BellSouth Contact"); and the undersigned company, Indian River County Library (hereinafter, "Customer') located at 1600 21st Street , Vero Beach, FL 32960-, AOention:Joseph A Baird (the "Custaner Contact"). BellSouth and Customer may hereinafter be referred to individually as a "Party" a collectively as the "Parties" These terms and conditions ('Terms") govern the provision by BellSouth Telecommunications, Inc. or BellSouth MNS, Inc. ("BellSouth") and the use by the customer ("Customer") of the BellSouth@ Business Services family of Internet-related and managed services, including but not limited to, all dial-up and dedicated Internet access services, web hosting, managed equipment services, managed network services, and Network VPN, including any BellSouth-provided equipment or software (referred to separately herein as "Equipment" and "Software," respectively) located on Customers premises or at Customers location(s) for use in connection with such services and including any network consulting, design, monitoring, management, maintenance, or other services that may be provided in connection with Customer-supplied networks or equipment as part of the BellSouth Business Services (collectively referred to herein as the "Services"). References in these Terms to "Customer" include individuals authorized by Customer to use the Services, except where the context clearly requires otherwise. By ordering and using the Services or any portion thereof, Customer agrees as follows : 1 . The Services. BellSouth will operate the Services in accordance with its standard policies and procedures and applicable Service Descriptions, incorporated herein by reference, and as described in further detail in the ordering document(s) ("Orders") submitted by Customer and accepted by BellSouth. BellSouth shall have the right to access Customers Services for the purpose of performing such repairs or reconfiguration a confirming Customer's canplil with its obligations with respect to the Services. 2. Tam. Customers agreement for the use of the Services will be in effect from the date of installation and activation of Customer's Service ordered under the applicable Order and, unless terminated earlier as set forth herein, shall continue thereafter for the minimum term, if any, set forth in such Order. The term of each subsequent Order for the same type Service shall be co-terrrinous with the initial Order for the same type Service, unless otherwise provided far in such subsequent Order. 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. 3. Rates and Charges. The rates and charges payable by Customer for the Services shall be as set forth in the Customers Order(s) that have been accepted by BellSouth. If Customer has elected a minimum term for the Services in Its Order then the rates for the Services in effect at the time of the Order shall remain in effect for the duration of such minimum tens (unless otherwise provided in such Order). If no minimum term is specified in such Order, or if a Party provides notice pursuant to Section 2 that it does not intend to renew the Agreement and Services continue beyond the minimum tern, the Services will be provided on a month-to-month basis at the than prevailing month-to-month rates for the Services until either Party gives the other at least thirty (30) days written notice of termination of the Services. Customer will be invoiced monthly for usage of the Services. BellSouth must receive payment by the date stated on the invoice. Unless otherwise provided in an Order, attachment, or addendum, all charges are exclusive of applicable federal, state or local taxes, and fees. Customer will pay or reimburse BellSouth for any and all sales and use taxes, duties, or levies imposed or permitted by any authority, government, or government agency (other than taxes levied on BellSouth's net income) in connection with Customers usage of the Services. If any payment due hereunder is not made within the date stated on the invoice, any late payment/interest charges computed at one and one-hall percent (1 112%) par month, or the highest amount permitted by applicable law, whichever is less, shall be due and payable with respect to such payment. The parties acknowledge and agree that: a) Customer's payment obligations, including payment of interest, are governed by the provisions of The Florida Prompt Payment Act, F.S. section 218.70 eLseq.; and b) the obligations of the Customer under this Contract are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 4. Equipment. If provision of the Services requires the placement by BellSouth of Equipment at Customer's location, Customer shall provide (or make arrangements to provide) adequate space and a reasonable installation and operating environment for such Equipment, including electrical power, at no charge to BellSouth. Customer shall provide access to such Equipment by BellSouth and its representatives for the purpose of repairing, replacing, maintaining or otherwise using or servicing the Equipment and fa removing the Equipment upon termination of the Services. All such Equipment shall remain the property of BellSouth or its suppliers, and no right, title, or interest in the Equipment shall pass to Customer. Customer agrees that the Equipment is and shall remain personal property even though it may become attached to realty. Customer shall not sell , assign, sublet, or otherwise encumber or allow a lien or claim upon or against the Equipment by any action of Customer or any party claiming by, through, or under Customer. Customer shall not move the Equipment from its place of installation or make, or permit any other parry to make, any repairs or alterations to any Equipment without BellSouth's prior written consent. Customer shall be responsible for the cost of repairing or replacing any Equipment lost, stolen or damaged while at Customer's premises and for returning (i.e., permitting BellSouth to recover possession of) all Equipment in the same condition as when installed at Custmer's premises (reasonable wear and tear excepted) upon termination of the Services for any reason. 5. Other Services and Software. The Services may include dedicated or dial-up Internet Protocol connectivity to BellSouth's local Internet networks and to the global Internet, 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 providers 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 Customer's bill frau BellSouth, or they may be billed to Customer separately by the providers of such services. A third party Global Service Provider (GSP) provides a roaming capability in conjunction with dial-up Bellsouth Business Internet Services that allows users (subject to any applicable roaming surcharge) to dial the local numbers of GSP-provided POPS to reach the BellSouth Business Internet Service while outside of the BellSouth Business Internet service areas . If Customer or its users elect to use such GSP local access (or Customer purchases a service plan which has such GSP local access included in the price), Customer will be charged by the GSP and may see a separate charge for such service on its bill. Such GSP local access service is provided by the GSP on the GSP's terms and conditions and at the prices a surcharges set forth in the applicable Customer's Order. Use by Customer and any individual authorized users of Customer ot BellSouth's other services and any browser a other Software provided by BellSouth shall be subject to BellSouth's standard terms and conditions for such services as well as the applicable software license terms that are provided with such Software. 6. Customers Responsibilities. CONFIDENTIAVPROPRIETARY - N@T FOR DISCLOSURE W ITHOUT WRITTEN PERMISSION /T- Version: 12/2005 Page 1 of 19 Customer Initials: — Created On: June 28, 2006 CCP-12457 Date: BELLSOUTH BLS Master Agreement CPG-11097 BellSouth ® Business Services Master Agreement This BellSouth@ Business Services Master Agreement (this "Agreement") is made and entered into as of , 2006, by and between the undersigned BellSouth Company ("BellSouth"). located at 2180 Lake Boulevard, 7th Floor, Atlanta, Georgia 30319, Attention: Director - Contract Management (the "BellSouth Contact"); and the undersigned company, Indian River County Library (hereinafter, "Customer') located at 1600 21st Street , Vero Beach, FL 32960-, AOention:Joseph A Baird (the "Custaner Contact"). BellSouth and Customer may hereinafter be referred to individually as a "Party" a collectively as the "Parties" These terms and conditions ('Terms") govern the provision by BellSouth Telecommunications, Inc. or BellSouth MNS, Inc. ("BellSouth") and the use by the customer ("Customer") of the BellSouth@ Business Services family of Internet-related and managed services, including but not limited to, all dial-up and dedicated Internet access services, web hosting, managed equipment services, managed network services, and Network VPN, including any BellSouth-provided equipment or software (referred to separately herein as "Equipment" and "Software," respectively) located on Customers premises or at Customers location(s) for use in connection with such services and including any network consulting, design, monitoring, management, maintenance, or other services that may be provided in connection with Customer-supplied networks or equipment as part of the BellSouth Business Services (collectively referred to herein as the "Services"). References in these Terms to "Customer" include individuals authorized by Customer to use the Services, except where the context clearly requires otherwise. By ordering and using the Services or any portion thereof, Customer agrees as follows : 1 . The Services. BellSouth will operate the Services in accordance with its standard policies and procedures and applicable Service Descriptions, incorporated herein by reference, and as described in further detail in the ordering document(s) ("Orders") submitted by Customer and accepted by BellSouth. BellSouth shall have the right to access Customers Services for the purpose of performing such repairs or reconfiguration a confirming Customer's canplil with its obligations with respect to the Services. 2. Tam. Customers agreement for the use of the Services will be in effect from the date of installation and activation of Customer's Service ordered under the applicable Order and, unless terminated earlier as set forth herein, shall continue thereafter for the minimum term, if any, set forth in such Order. The term of each subsequent Order for the same type Service shall be co-terrrinous with the initial Order for the same type Service, unless otherwise provided far in such subsequent Order. 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. 3. Rates and Charges. The rates and charges payable by Customer for the Services shall be as set forth in the Customers Order(s) that have been accepted by BellSouth. If Customer has elected a minimum term for the Services in Its Order then the rates for the Services in effect at the time of the Order shall remain in effect for the duration of such minimum tens (unless otherwise provided in such Order). If no minimum term is specified in such Order, or if a Party provides notice pursuant to Section 2 that it does not intend to renew the Agreement and Services continue beyond the minimum tern, the Services will be provided on a month-to-month basis at the than prevailing month-to-month rates for the Services until either Party gives the other at least thirty (30) days written notice of termination of the Services. Customer will be invoiced monthly for usage of the Services. BellSouth must receive payment by the date stated on the invoice. Unless otherwise provided in an Order, attachment, or addendum, all charges are exclusive of applicable federal, state or local taxes, and fees. Customer will pay or reimburse BellSouth for any and all sales and use taxes, duties, or levies imposed or permitted by any authority, government, or government agency (other than taxes levied on BellSouth's net income) in connection with Customers usage of the Services. If any payment due hereunder is not made within the date stated on the invoice, any late payment/interest charges computed at one and one-hall percent (1 112%) par month, or the highest amount permitted by applicable law, whichever is less, shall be due and payable with respect to such payment. The parties acknowledge and agree that: a) Customer's payment obligations, including payment of interest, are governed by the provisions of The Florida Prompt Payment Act, F.S. section 218.70 eLseq.; and b) the obligations of the Customer under this Contract are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 4. Equipment. If provision of the Services requires the placement by BellSouth of Equipment at Customer's location, Customer shall provide (or make arrangements to provide) adequate space and a reasonable installation and operating environment for such Equipment, including electrical power, at no charge to BellSouth. Customer shall provide access to such Equipment by BellSouth and its representatives for the purpose of repairing, replacing, maintaining or otherwise using or servicing the Equipment and fa removing the Equipment upon termination of the Services. All such Equipment shall remain the property of BellSouth or its suppliers, and no right, title, or interest in the Equipment shall pass to Customer. Customer agrees that the Equipment is and shall remain personal property even though it may become attached to realty. Customer shall not sell , assign, sublet, or otherwise encumber or allow a lien or claim upon or against the Equipment by any action of Customer or any party claiming by, through, or under Customer. Customer shall not move the Equipment from its place of installation or make, or permit any other parry to make, any repairs or alterations to any Equipment without BellSouth's prior written consent. Customer shall be responsible for the cost of repairing or replacing any Equipment lost, stolen or damaged while at Customer's premises and for returning (i.e., permitting BellSouth to recover possession of) all Equipment in the same condition as when installed at Custmer's premises (reasonable wear and tear excepted) upon termination of the Services for any reason. 5. Other Services and Software. The Services may include dedicated or dial-up Internet Protocol connectivity to BellSouth's local Internet networks and to the global Internet, 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 providers 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 Customer's bill frau BellSouth, or they may be billed to Customer separately by the providers of such services. A third party Global Service Provider (GSP) provides a roaming capability in conjunction with dial-up Bellsouth Business Internet Services that allows users (subject to any applicable roaming surcharge) to dial the local numbers of GSP-provided POPS to reach the BellSouth Business Internet Service while outside of the BellSouth Business Internet service areas . If Customer or its users elect to use such GSP local access (or Customer purchases a service plan which has such GSP local access included in the price), Customer will be charged by the GSP and may see a separate charge for such service on its bill. Such GSP local access service is provided by the GSP on the GSP's terms and conditions and at the prices a surcharges set forth in the applicable Customer's Order. Use by Customer and any individual authorized users of Customer ot BellSouth's other services and any browser a other Software provided by BellSouth shall be subject to BellSouth's standard terms and conditions for such services as well as the applicable software license terms that are provided with such Software. 6. Customers Responsibilities. CONFIDENTIAVPROPRIETARY - N@T FOR DISCLOSURE W ITHOUT WRITTEN PERMISSION /T- Version: 12/2005 Page 1 of 19 Customer Initials: — Created On: June 28, 2006 CCP-12457 Date: (a) As between Customer and BellSouth, Customer is responsible for (i) 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 through user names, passwords , or other identifiers assigned to Customer pursuant to these Terms; (ii) providing any equipment and software that may be necessary for the use of the Services by Customer (in addition to any Equipment and Software that may be placed at Customers location(s) or otherwise provided or used by BellSouth for its provision of the Services); (iii) timely payment of all charges for usage of the Services applicable to its account whether or not by authorized users or for authorized purposes; and (iv) performing its other obligations under these Terms. Customer shall not use the Services in any way that would be or would assist any third party to be in violation of any law, these Terms, or any Acceptable Use Policy applicable to the Seances. Customer shall not transmit or publish on or over the Services any information, software, or other content that violates or infringes upon the rights of any others or use the facilities and capabilities of the Services to conduct any business or activity or solicit the performance of any activity that is prohibited by law. Customer shall comply with all applicable laws, rules, and regulations in connection with the Services. (b) Customer shall provide such information and assistance as are reasonably requested by BellSouth for purposes of facilitating BellSouth's provision of Services to Customer. 7. Limitation and Disclaimer of Warranties. NEITHER BELLSOUTH NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED , INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS SERVICE AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. 8. Limitation and Disclaimer of Liability. (a) BellSouth shall not be responsible for any use of the Services by Customer, its authorized users, or any third party. Without limiting the generality of the foregoing, BellSouth shall not be liable to Customer or any of Customer's users for any lost profits or other consequential damages, even if BellSouth has been advised of the possibility of such damages; any claim a other action against Customer by any third party (except as set forth in the section below on infringement); any act or omission of any other entity fumishing products and services that are used by Customer in connection with the Services or for failure of any products or services provided by Customer; or any damages or losses caused by the fault or negligence of Customer or Customer's failure to perform Customer's responsibilities. (b) NEITHER CUSTOMER NOR BELLSOUTH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, INDIRECT OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR ANY OTHER PARTY, NOR SHALL BELLSOUTH HAVE ANY LIABILITY FOR LOST PROFITS, LOSS OF USE, OR TOLL FRAUD SUFFERED BY CUSTOMER OR ANY OTHER PARTY, AS A RESULT OF THIS AGREEMENT OR EITHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE 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. CUSTOMER AGREES THAT CUSTOMER WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE. (c) In the event that a court should hold that the limitations of liabilities a remedies available as set forth in these Terms, or any portions thereof, are unenforceable for any reason, or that any of Customers remedies under these Terns fail of their essential purpose, Customer expressly agrees that under no circumstances shall BellSouth's total liability to Customer or any party claiming by, through or under Customer for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, in the aggregate, exceed the amount of charges paid by Customer for use of the Services during the twelve-month period preceding the date such claim first arose. 9. Remedies of Customer. Customer's sole remedy for any failure a non-performance of the Services (including any associated Equipment, Software or other materials supplied in connection with the Services) shall be (i) for BellSouth to use commercially reasonable efforts to effectuate an adjustment or repair of the Services and, in the event such failure or non-performance results in Service downtime that exceeds the period of time specified in the applicable service level agreement portion (if any) of any applicable Order a Service Description, to receive a refund or credit of or against any charges otherwise payable for the Seances for the period of service downtime as provided for in the applicable service level agreement portion (if any) of any applicable Order a Service Description, or (ii) if such failure or non-performance results in Service downtime or degradation so substantial as to render the Service essentially unavailable to a unusable by Customer for normal use, to terminate the Services for default by BellSouth in the manner provided in these Terms. Unless specified to the contrary in any applicable service level agreement potion of any applicable Order or Seance Description, the maximum credit for service downtime or other failure shall not exceed the total monthly bill to the Customer for the Services for the month in which such downtime or failure occurs. 10. Indemnification. 10.1 To the extent that any Service furnished under this Master Agreement infringes any United States patent, trademark, copyright, or trade secret and a written claim is made or suit is brought by any third party against Customer on that account, BellSouth agrees to defend or settle any such claim or suit at BellSouth's expense. BellSouth will also pay all damages and costs that by final judgment are assessed against Customer attributable to such infringement. 10.2 BellSouth's obligation as set forth in this Section is expressly conditioned upon the following: (a) that BellSouth shall be notified promptly in writing by Customer of any claim or suit of which Customer is aware; (b) that BellSouth shall have sole control of the defense or settlement of any claim a suit and that Customer shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without BellSouth's prior written approval ; (c) that Customer shall cooperate with BellSouth in all reasonable ways to facilitate the investigation, settlement or defense of any claim or suit; and (d) that the claim a suit does not arise from Customer modifications, or from combinations of Services provided by BellSouth with equipment, software or services provided by Customer or others, or from Customer's use of Services other than in accordance with the applicable manufacturer's specifications. 10.3 If any Service becomes, a in BellSouth's opinion, is likely to become the subject of a claim of infringement, or a final injunction is obtained against Customer prohibiting usage of the Service by reason of such infringement, BellSouth will, at its option: (a) procure for Customer the right to continue using the applicable Service; (b) replace the Service with a non-infringing Service substantially complying with the specifications of the Services; or (c) modify such Service so it becomes non-infringing and performs in a substantially similar manner to the original Service. 10.4 If options 10.3(a), (b) or (c) above are not reasonably available to BellSouth, then BellSouth may elect instead to return any amounts prepaid by Customer for the affected Service for any period after BellSouth directs Customer to cease such use, which is in either case the subject or potential subject of an infringement claim, as then depreciated based on Customer's depreciation schedule used for federal income tax reporting purposes. 10.5 The foregoing states the entire obligation or BellSouth, and the exclusive remedy of Customer, with respect to infringement of proprietary rights . The foregoing is given to Customer solely for its benefit and is in lieu of, and BellSouth disclaims all warranties of noninfringement with respect to the Service. CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 1212005 Page 2 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: (a) As between Customer and BellSouth, Customer is responsible for (i) 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 through user names, passwords , or other identifiers assigned to Customer pursuant to these Terms; (ii) providing any equipment and software that may be necessary for the use of the Services by Customer (in addition to any Equipment and Software that may be placed at Customers location(s) or otherwise provided or used by BellSouth for its provision of the Services); (iii) timely payment of all charges for usage of the Services applicable to its account whether or not by authorized users or for authorized purposes; and (iv) performing its other obligations under these Terms. Customer shall not use the Services in any way that would be or would assist any third party to be in violation of any law, these Terms, or any Acceptable Use Policy applicable to the Seances. Customer shall not transmit or publish on or over the Services any information, software, or other content that violates or infringes upon the rights of any others or use the facilities and capabilities of the Services to conduct any business or activity or solicit the performance of any activity that is prohibited by law. Customer shall comply with all applicable laws, rules, and regulations in connection with the Services. (b) Customer shall provide such information and assistance as are reasonably requested by BellSouth for purposes of facilitating BellSouth's provision of Services to Customer. 7. Limitation and Disclaimer of Warranties. NEITHER BELLSOUTH NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED , INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS SERVICE AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. 8. Limitation and Disclaimer of Liability. (a) BellSouth shall not be responsible for any use of the Services by Customer, its authorized users, or any third party. Without limiting the generality of the foregoing, BellSouth shall not be liable to Customer or any of Customer's users for any lost profits or other consequential damages, even if BellSouth has been advised of the possibility of such damages; any claim a other action against Customer by any third party (except as set forth in the section below on infringement); any act or omission of any other entity fumishing products and services that are used by Customer in connection with the Services or for failure of any products or services provided by Customer; or any damages or losses caused by the fault or negligence of Customer or Customer's failure to perform Customer's responsibilities. (b) NEITHER CUSTOMER NOR BELLSOUTH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, INDIRECT OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR ANY OTHER PARTY, NOR SHALL BELLSOUTH HAVE ANY LIABILITY FOR LOST PROFITS, LOSS OF USE, OR TOLL FRAUD SUFFERED BY CUSTOMER OR ANY OTHER PARTY, AS A RESULT OF THIS AGREEMENT OR EITHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE 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. CUSTOMER AGREES THAT CUSTOMER WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE. (c) In the event that a court should hold that the limitations of liabilities a remedies available as set forth in these Terms, or any portions thereof, are unenforceable for any reason, or that any of Customers remedies under these Terns fail of their essential purpose, Customer expressly agrees that under no circumstances shall BellSouth's total liability to Customer or any party claiming by, through or under Customer for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, in the aggregate, exceed the amount of charges paid by Customer for use of the Services during the twelve-month period preceding the date such claim first arose. 9. Remedies of Customer. Customer's sole remedy for any failure a non-performance of the Services (including any associated Equipment, Software or other materials supplied in connection with the Services) shall be (i) for BellSouth to use commercially reasonable efforts to effectuate an adjustment or repair of the Services and, in the event such failure or non-performance results in Service downtime that exceeds the period of time specified in the applicable service level agreement portion (if any) of any applicable Order a Service Description, to receive a refund or credit of or against any charges otherwise payable for the Seances for the period of service downtime as provided for in the applicable service level agreement portion (if any) of any applicable Order a Service Description, or (ii) if such failure or non-performance results in Service downtime or degradation so substantial as to render the Service essentially unavailable to a unusable by Customer for normal use, to terminate the Services for default by BellSouth in the manner provided in these Terms. Unless specified to the contrary in any applicable service level agreement potion of any applicable Order or Seance Description, the maximum credit for service downtime or other failure shall not exceed the total monthly bill to the Customer for the Services for the month in which such downtime or failure occurs. 10. Indemnification. 10.1 To the extent that any Service furnished under this Master Agreement infringes any United States patent, trademark, copyright, or trade secret and a written claim is made or suit is brought by any third party against Customer on that account, BellSouth agrees to defend or settle any such claim or suit at BellSouth's expense. BellSouth will also pay all damages and costs that by final judgment are assessed against Customer attributable to such infringement. 10.2 BellSouth's obligation as set forth in this Section is expressly conditioned upon the following: (a) that BellSouth shall be notified promptly in writing by Customer of any claim or suit of which Customer is aware; (b) that BellSouth shall have sole control of the defense or settlement of any claim a suit and that Customer shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without BellSouth's prior written approval ; (c) that Customer shall cooperate with BellSouth in all reasonable ways to facilitate the investigation, settlement or defense of any claim or suit; and (d) that the claim a suit does not arise from Customer modifications, or from combinations of Services provided by BellSouth with equipment, software or services provided by Customer or others, or from Customer's use of Services other than in accordance with the applicable manufacturer's specifications. 10.3 If any Service becomes, a in BellSouth's opinion, is likely to become the subject of a claim of infringement, or a final injunction is obtained against Customer prohibiting usage of the Service by reason of such infringement, BellSouth will, at its option: (a) procure for Customer the right to continue using the applicable Service; (b) replace the Service with a non-infringing Service substantially complying with the specifications of the Services; or (c) modify such Service so it becomes non-infringing and performs in a substantially similar manner to the original Service. 10.4 If options 10.3(a), (b) or (c) above are not reasonably available to BellSouth, then BellSouth may elect instead to return any amounts prepaid by Customer for the affected Service for any period after BellSouth directs Customer to cease such use, which is in either case the subject or potential subject of an infringement claim, as then depreciated based on Customer's depreciation schedule used for federal income tax reporting purposes. 10.5 The foregoing states the entire obligation or BellSouth, and the exclusive remedy of Customer, with respect to infringement of proprietary rights . The foregoing is given to Customer solely for its benefit and is in lieu of, and BellSouth disclaims all warranties of noninfringement with respect to the Service. CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 1212005 Page 2 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: 10.6 If promptly notified in writing of any action brought against BellSouth, due to claims for infringement of United States patents, copyright, trademark, or other intellectual property rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from the use, in connection with the Services, of equipment, software a information not provided by BellSouth, or otherwise relating to or arising out of Customer's use of the services, Customer will defend that action at is expense and will pay any and all fees, costs a damages that may be finally awarded in that action or a settlement resulting from it provided that (i) BellSouth shall permit Customer to control the defense of such action and shall not make any compromise, admission of liability a settlement or take any other action impairing the defense of such claim without Customer's prior written approval and (it) BellSouth shall cooperate with Customer in all reasonable ways to facilitate the setllerhent or defense of any claim or suit. 11 . Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance Of any of its duties hereunder due to acts of God, acts Or omissions of any network or any other occurrence commonly known as face majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so long as such performance is delayer) by such accumence or occurrences, and in such event BellSouth shall have no liability to Customer. 12. Termination and Default. (a) BellSouth may, at its sole discretion, terminate any Customer Order and discontinue Customers access to and use of the Services, if (i) Customer fails to pay any amount within len (10) days after written notice that the same is delinquent; Or (ii) Customer breaches any of the material terms, emotions, obligations, or representations contained in these Terms, except for applicable Acceptable Use Policies, and does no cure such breach within thirty (30) days of notice of such breach; Or (iii) Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, a (iv) Custaners equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately suspend or terminate Service in the event of repeated a flagrant violations of is Acceptable Use Policy, incorporated herein by reference, BellSouth's preferred course of action under this Section 12(a)(iv) is to allow Customer an opportunity to cease such interference before Service termination occurs. In addition, if BellSouth reasonably determines that the continuation of the Services has become impractical or unfeasible for any technical, legal, regulatory, a other reason, BellSouth may terminate the Services with at least thirty (30) days prior notice if reasonably practical, in which event Customer shall not be liable for termination charges. (b) If Customer has elected a minimum term for the Services and than cancels is Services or any portion thereof, or has its Services or any portion thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated to pay BellSouth a termination charge equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to fifty percent (50%) of the total monthly charges (other than variable usage charges) that would have become due fa the remainder of the scheduled minimum term if such cancellation had not occurred. In addition, it such termination occurs within the first year of the minimum term, Customer must also pay any waived nonrecurring charges. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer. (c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days after written notice of such breach, Customer may (as its sole remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate its Services by written notice to BellSouth. without obligation for any early termination charges otherwise payable hereunder. 13. Use of Materials, Marks and Information. (a) Customer may use, copy and distribute the materials found on the Services for internal, noncommercial, informational purposes only. Except as authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property right in the material a the products, services, processes or technology described therein. All such rights are retained by BellSouth, is applicable affiliates or any third party owner of such rights. Customer shall have no ownership or property rights in the Services or in any documentation provided in connection with the Services. Customer may make copies of such documentation solely for use in connection with its authorized use of the Services, and all such copies shall include all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the Services to Customer, Customer shall return all copies of the documentation to BellSouth a certify destruction of such documentation. (b) The company names and logos and all related product and service names, design marks and slogans of each Party are the property of the respective Party or its affiliates. Neither Party is authorized to and shall not use any name or mark of the other Party in any advertising, publicity or in any other commercial manner without the prior written consent of the other Party. (c) All product and service marks contained on or associated with the Services that are not BellSouth marks are the trademarks of their respective owners . References to any names, marks, products or services of third parties or hypertcad links to third party sites or information do not necessarily constitute or imply BellSouth's endorsement, sponsorship or recommendation of the third party, information, product or service. (d) Neither Party will make any media release or other public announcement relating or referring to the Agreement or the Parties' performance a relationship hereunder without the prior written consent of the other Party. 14. Confidential Information (a) Except as so forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (i) all information communicated to h by the other and Identified and marked as `confidential," whether before o after the date hereof, (ii) all information identified as confidential to which it has access in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and obligations hereunder (collectively, 'Confidential Information"), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and any disclosing Partys Confidential Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who have a need to have access to such information in connection with their employment a engagement, provided the recipient Party notifies such persons of the obligations set forth in this Section and such Persms agree to abide by such obligations. (b) The obligations set forth in subsection 14 (a) above will no prevent any Party from disclosing or using information that belongs to such Parry or (i) is already known by the recipient Party without an obligation of confidentiality, (it) is publicly known or becomes publicly known through no unauthorized act of the recipient Party, (ill) is rightfully received from a third party, (iv) is independently developed without use of the disclosing Partys Confidential Information or (v) is disclosed without similar restrictions to a third party by the Party owning the Confidential Information. If Confidential Information is required to be disclosed pursuant to law, regulation, tariff or a requirement of a governmental authority, or in connection with an arbitration or mediaim, such Ccnfidenfial Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Informabm, to the extent possible, provides the disclosing Party with timely prior notice of such requirement and coordinates with the disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon wmtlen request at the expiration or termination at an Order, attachment, or addendum, all Confidential Information (and all copies thereof) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed, with written certification thereof being given to the disclosing Party. The provisions of this Section will survive the expiration or termination of any Order, attachment or addendum and this Agreement for arty reason. (c) Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer sends to any BellSouth Company relating to the Services or Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no CONFIDEIYTIAUPROPRIETARY — wOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Versionof: 1212005 Page 3 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: 10.6 If promptly notified in writing of any action brought against BellSouth, due to claims for infringement of United States patents, copyright, trademark, or other intellectual property rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from the use, in connection with the Services, of equipment, software a information not provided by BellSouth, or otherwise relating to or arising out of Customer's use of the services, Customer will defend that action at is expense and will pay any and all fees, costs a damages that may be finally awarded in that action or a settlement resulting from it provided that (i) BellSouth shall permit Customer to control the defense of such action and shall not make any compromise, admission of liability a settlement or take any other action impairing the defense of such claim without Customer's prior written approval and (it) BellSouth shall cooperate with Customer in all reasonable ways to facilitate the setllerhent or defense of any claim or suit. 11 . Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance Of any of its duties hereunder due to acts of God, acts Or omissions of any network or any other occurrence commonly known as face majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so long as such performance is delayer) by such accumence or occurrences, and in such event BellSouth shall have no liability to Customer. 12. Termination and Default. (a) BellSouth may, at its sole discretion, terminate any Customer Order and discontinue Customers access to and use of the Services, if (i) Customer fails to pay any amount within len (10) days after written notice that the same is delinquent; Or (ii) Customer breaches any of the material terms, emotions, obligations, or representations contained in these Terms, except for applicable Acceptable Use Policies, and does no cure such breach within thirty (30) days of notice of such breach; Or (iii) Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, a (iv) Custaners equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately suspend or terminate Service in the event of repeated a flagrant violations of is Acceptable Use Policy, incorporated herein by reference, BellSouth's preferred course of action under this Section 12(a)(iv) is to allow Customer an opportunity to cease such interference before Service termination occurs. In addition, if BellSouth reasonably determines that the continuation of the Services has become impractical or unfeasible for any technical, legal, regulatory, a other reason, BellSouth may terminate the Services with at least thirty (30) days prior notice if reasonably practical, in which event Customer shall not be liable for termination charges. (b) If Customer has elected a minimum term for the Services and than cancels is Services or any portion thereof, or has its Services or any portion thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated to pay BellSouth a termination charge equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to fifty percent (50%) of the total monthly charges (other than variable usage charges) that would have become due fa the remainder of the scheduled minimum term if such cancellation had not occurred. In addition, it such termination occurs within the first year of the minimum term, Customer must also pay any waived nonrecurring charges. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer. (c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days after written notice of such breach, Customer may (as its sole remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate its Services by written notice to BellSouth. without obligation for any early termination charges otherwise payable hereunder. 13. Use of Materials, Marks and Information. (a) Customer may use, copy and distribute the materials found on the Services for internal, noncommercial, informational purposes only. Except as authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property right in the material a the products, services, processes or technology described therein. All such rights are retained by BellSouth, is applicable affiliates or any third party owner of such rights. Customer shall have no ownership or property rights in the Services or in any documentation provided in connection with the Services. Customer may make copies of such documentation solely for use in connection with its authorized use of the Services, and all such copies shall include all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the Services to Customer, Customer shall return all copies of the documentation to BellSouth a certify destruction of such documentation. (b) The company names and logos and all related product and service names, design marks and slogans of each Party are the property of the respective Party or its affiliates. Neither Party is authorized to and shall not use any name or mark of the other Party in any advertising, publicity or in any other commercial manner without the prior written consent of the other Party. (c) All product and service marks contained on or associated with the Services that are not BellSouth marks are the trademarks of their respective owners . References to any names, marks, products or services of third parties or hypertcad links to third party sites or information do not necessarily constitute or imply BellSouth's endorsement, sponsorship or recommendation of the third party, information, product or service. (d) Neither Party will make any media release or other public announcement relating or referring to the Agreement or the Parties' performance a relationship hereunder without the prior written consent of the other Party. 14. Confidential Information (a) Except as so forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (i) all information communicated to h by the other and Identified and marked as `confidential," whether before o after the date hereof, (ii) all information identified as confidential to which it has access in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and obligations hereunder (collectively, 'Confidential Information"), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and any disclosing Partys Confidential Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who have a need to have access to such information in connection with their employment a engagement, provided the recipient Party notifies such persons of the obligations set forth in this Section and such Persms agree to abide by such obligations. (b) The obligations set forth in subsection 14 (a) above will no prevent any Party from disclosing or using information that belongs to such Parry or (i) is already known by the recipient Party without an obligation of confidentiality, (it) is publicly known or becomes publicly known through no unauthorized act of the recipient Party, (ill) is rightfully received from a third party, (iv) is independently developed without use of the disclosing Partys Confidential Information or (v) is disclosed without similar restrictions to a third party by the Party owning the Confidential Information. If Confidential Information is required to be disclosed pursuant to law, regulation, tariff or a requirement of a governmental authority, or in connection with an arbitration or mediaim, such Ccnfidenfial Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Informabm, to the extent possible, provides the disclosing Party with timely prior notice of such requirement and coordinates with the disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon wmtlen request at the expiration or termination at an Order, attachment, or addendum, all Confidential Information (and all copies thereof) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed, with written certification thereof being given to the disclosing Party. The provisions of this Section will survive the expiration or termination of any Order, attachment or addendum and this Agreement for arty reason. (c) Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer sends to any BellSouth Company relating to the Services or Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no CONFIDEIYTIAUPROPRIETARY — wOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Versionof: 1212005 Page 3 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: obligation to protect such information frau disclosure and will be free to reproduce, use, and distribute the information to others without restriction. BellSouth will also be free to use any ideas, concepts, know-how or techniques contained in such information or developed by them, for any purpose whatsoever including but not limited to developing, manufacturing and marketing Services and Equipment incorporating such information. Nothing contained in this Section restricts the right and ability of BellSouth to use information concerning the execution of this Agreement and the provision of the Services and Equipment to Customer in internal publications. (d) The parties acknowledge and agree that Customer is bound by the provisions of The Florida Public Records Law, F.S. sections 119.01 et. seq. Nothing contained in this Section 14 shall be deemed to waive or modify the obligations of Customer under The Florida Public Records Law, F.S. sections 119.01 at. seq. 15. Dispute Resolution - Independent Arbitration. (a) Except as provided in this Section 15, all disputes arising out of or related to this Agreement (whether based in contract, tot, statute, fraud, misrepresentation or any other legal or equitable theory), including any dispute based on any service or advertising related to this Agreement, shall be resolved by final and binding arbitration governed by the Federal Arbitration Act ("FAA"), 9 U-S.C. §§ 1 -16. Disputes that meet the small claims court requirements in the state in which the Services are provided may be resolved in small claims court. The Parties agree that this Section 15 shall not apply to debt collection matters or to disputes relating to Intellectual Property and that Chapter 48 of the Code of Laws of South Carolina shall not apply to this Agreement or to any arbitration or award hereunder. (b) The arbitration will be conducted by one arbitrator using the procedures described herein in accordance with the commercial arbitration rules and fee schedule of the American Arbitration Association ("AAA") in effect on the date a dispute is submitted, as modified by this Agreement. The AAA's arbitration rules are available from the AAA at www.adr.org. (c) The Parties have the right to be represented by counsel. The arbitrator shall be bound by and strictly enforce the terns of this Agreement, and may not limit, expand or otherwise modify the terms of this Agreement in conducting the arbitration and making any award. Unless either Party requests that the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures, for which additional charges may apply, the arbitration will be based solely on the written submissions of the Parties and the documents submitted relating to the dispute. Any in-person arbitration will be conducted at a location that the AAA selects in the state in which the Services are provided, or as the Parties may otherwise mutually agree. Arbitrations under this Agreement shall be kept confidential. (d) Disputes under this Agreement may not be (a) resolved on a class-wide basis, (b) joined with another lawsuit, or (c) joined in an arbitration with a dispute of any other entity. The arbitrator may not award, and the Parties waive any claims for awards for, punitive damages or attorney fees or any damages that are bared by this Agreement, unless such damages are expressly authorized by a relevant statute. (e) Before taking a dispute to arbitration, the Parties agree to first attempt to resolve the dispute between them. If the Parties are not able to satisfactorily resolve the dispute within sixty (60) calendar days from the date of the initial notification of the dispute, either Party may contact the AAA in writing at AAA Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203, and request arbitration of the dispute. (f) Subject to applicable substantive law that may provide otherwise, each Party will pay its own expenses to participate in the arbitration , including attorney fees and expenses related to the presentation of evidence, witnesses, and document production. (g)Nothing in this Agreement shall be construed to limit either Party's right to obtain equitable or injunctive relief in a court of competent jurisdiction in appropriate circumstances. 16. General. (a) Except as set forth herein, Customer may not assign or transfer any of its rights, duties, or obligations with respect to the Services without BellSouth's written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer without the written consent of BellSouth shall be void. Notwithstanding the foregoing, BellSouth may assign, delegate or otherwise transfer its rights or obligations hereunder, in whole a in part, at any time or subcontract the performance of any of its obligations under this Agreement. (b) Neither Party may bring an action, regardless of forth, arising out of the Services or these Terms more than one year after the cause of action arose. (c) This Agreement, together with all attachments, addenda, and any Orders placed hereunder, constitutes the entire agreement between BellSouth and Customer relating to this Agreement and the Services performed hereunder, supersedes any prior written or verbal proposals, agreements, understandings or other discussions respecting the same, and may not be modified or amended other than by a written instrument executed by both Parties. (d) These Terms and the Services shall be governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. If any provision a provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. (e) The Parties are deemed to have participated in the drafting and negotiation of this Agreement after consulting with their respective counsel of their own choosing. Therefore, the language of this Agreement shall not be presumptively construed either in favor of, or against, any Party. (f) No failure on the part of either Party to exercise any right or remedy arising directly or indirectly under this Agreement will operate as a waiver of any right or remedy it may have, nor will an exercise of any right or remedy by either Party preclude any right or remedy otherwise available to such Party. (g) To the extent there is a conflict between the terms set forth in this Agreement and those in any Order, attachment a addendum, the terms set forth in the Order, attachment, or addendum shall prevail. (h) The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation at this Agreement. (i) Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the benefit of the Parties hereto and not for any other person. 0) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Parrs signature to this Master Agreement and Orders hereunder will be deemed an original and the best evidence thereof for all purposes, including, without limitation , all evidentiary purposes before any arbitrator, court or other adjudicatory authority. 17. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given if delivered personally or by courier service, faxed or mailed by registered or certified mail , return receipt requested, postage prepaid, to the Parties at the addresses set forth above. All notices under this Agreement that are addressed as provided herein will be deemed given (a) upon delivery, if delivered personally or by courier service, (b) when confirmed , if delivered by facsimile, and (c) on the fifth (5th) business day after the day it is deposited in a regular depository of the United States mail, if delivered by mail in the manner described above. Either Party may change its address or respective contact for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective. 18. Credit Check Acceptance of any Order by BellSouth is subject to BellSouth credit and other approvals. Following Order acceptance, if it is determined that: (i) the initial credit approval was based on inaccurate or incomplete information; or (ii) Customer's creditworthiness has significantly decreased, BellSouth in its sole discretion reserves the right to cancel the Order without liability or suspend the Order until accurate and appropriate credit approval requirements are established and accepted by Custaner. CONFIDENTIALlPROPRIETARY - NQT FOR DISCLOSURE W ITHOUT W RITTEN PERM ISSSI ION Version 12/2005 Page 4 of 19 Customer als: Created On: June 28, 2006 CCP-12457 Date: 10.6 If promptly notified in writing of any action brought against BellSouth, due to claims for infringement of United States patents , copyright, trademark, or other intellectual properly rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from the use, in connection with the Services, of equipment, software or information not provided by BellSouth, or otherwise relating to or arising out of Customer's use of the -Services, Customer will defend that action at Its expense and will pay any and all fees, costs or damages that may be finally awarded in that action or a settlement resulting from it provided that (1) BellSouth shall permit Customer to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without Customer's prior written approval and (ii) BellSouth shall cooperate with Customer in all reasonable ways to facilitate the settlement or defense of any claim or suit. 11 . Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions of any network or any other occurrence commonly known as face majeure, including war, riots, acts of terrorism, embargoes , strikes , or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence or occurrences, and in such event BellSouth shall have no liability to Customer. 12. Termination and Default. (a) BellSouth may, at its sole discretion , terminate any Customer Order and discontinue Customer's access to and use of the Services, if (i) Customer fails to pay any amount within ten (10) days after written notice that the same is delinquent; or (it) Customer breaches any of the material terms, conditions, obligafions, or representations contained in these Terms, except for applicable Acceptable Use Policies , and does not cure such breach within thirty (30) days of notice of such breach; a (iii) Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, or (iv) Customer's equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately suspend or terminate Service in the event of repeated or flagrant violations of its Acceptable Use Policy, incorporated herein by reference, BellSouth's preferred course of action under this Section 12(a)(iv) is to allow Customer an opportunity to cease such interference before Service termination occurs. In addition, if BellSouth reasonably determines that the continuation of the Services has become impractical or unfeasible for any technical, legal, regulatory, or other reason, BellSouth may terminate the Services with at least thirty (30) days prior notice if reasonably practical, in which event Customer shall not be liable for termination charges. (b) If Customer has elected a minimum tens for the Services and then cancels its Services a any portion thereof, or has its Services or any portion thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated to pay BellSouth a termination charge equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to fifty percent (50%) of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such cancellation had not occurred. In addition, if such termination occurs within the first year of the minimum term, Customer must also pay any waived nonrecurring charges. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer. (c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days after written notice of such breach, Customer may (as its site remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate its Services by written notice to BellSouth, without obligation for any early termination charges otherwise payable hereunder. 13. Use of Materials, Marks and Information. (a) Customer may use, copy and distribute the materials found on the Services for internal, noncommercial, informational purposes only. Except as authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property right in the material or the products , services, processes or technology described therein. All such rights are retained by BellSouth, its applicable affiliates or any third party owner of such rights. Customer shall have no ownership or property rights in the Services or in any documentation provided in connection with the Services. Customer may make copies of such documentation solely for use in connection with its authorized use of the Services, and all such copies shall include all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the Services to Customer, Customer shall return all copies of the documentation to BellSouth or certify destruction of such documentation. (b) The company names and logos and all related product and service names, design marks and slogans of each Party are the property of the respective Party or its affiliates. Neither Party is authorized to and shall not use any name or mark of the other Party in any advertising, publicity or in any other commercial manner without the prior written consent of the other Party. (c) All product and service marks contained on or associated with the Services that are not BellSouth marks are the trademarks of their respective owners . References to any names, marks, products or services of third parties or hypertext links to third party sites or information do not necessarily constitute or imply BellSouth's endorsement, sponsorship a recommendation of the third party, information, product or service. (d) Neither Party will make any media release or other public announcement relating or referring to the Agreement or the Parties' performance a relationship hereunder without the prior written consent of the other Party. 14. Confidential Information (a) Except as set forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (i) all inforrnation communicated to it by the other and identified and marked as "confidential," whether before or after the date hereof, (ii) all information identified as confidential to which if has access in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and obligations hereunder (collectively, "Confidential Information"), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means , to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and any disclosing Partys Confidential Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who have a need to have access to such information in connection with their employment or engagement, provided the recipient Party notifies such persons of the obligations set forth in this Section and such persons agree to abide by such obligations. (b) The obligatims set forth in subsection 14 (a) above will not prevent any Party from disclosing or using information that belongs to such Party or (i) is already known by the recipient Party without an obligation of confidentiality, (it) is publicly known or becomes publicly known through no unauthorized act of the recipient Party, (!if) is rightfully received from a third party, (iv) is independently developed without use of the disclosing Partys Confidential Information or (v) is disclosed without similar restrictions to a third party by the Party owning the Confidential Information. If Confidential Information is required to be disclosed pursuant to law, regulation , tariff or a requirement of a governmental authority, or in connection with an arbitration or mediation, such Confidential Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Information, to the extent possible, provides the disclosing Party with timely prior notice of such requirement and coordinates with the disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon written request at the expiration or termination of an Order, attachment, or addendum, all Confidential Information (and all copies thereof) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed, with written certification thereof being given to the disclosing Party. The provisions of this Section will survive the expiration or termination of any Order, attachment or addendum and this Agreement for any reason. (c) Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer sends to any BellSouth Company relating to the Services a Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version : 1212005 Page 3 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: obligation to protect such information frau disclosure and will be free to reproduce, use, and distribute the information to others without restriction. BellSouth will also be free to use any ideas, concepts, know-how or techniques contained in such information or developed by them, for any purpose whatsoever including but not limited to developing, manufacturing and marketing Services and Equipment incorporating such information. Nothing contained in this Section restricts the right and ability of BellSouth to use information concerning the execution of this Agreement and the provision of the Services and Equipment to Customer in internal publications. (d) The parties acknowledge and agree that Customer is bound by the provisions of The Florida Public Records Law, F.S. sections 119.01 et. seq. Nothing contained in this Section 14 shall be deemed to waive or modify the obligations of Customer under The Florida Public Records Law, F.S. sections 119.01 at. seq. 15. Dispute Resolution - Independent Arbitration. (a) Except as provided in this Section 15, all disputes arising out of or related to this Agreement (whether based in contract, tot, statute, fraud, misrepresentation or any other legal or equitable theory), including any dispute based on any service or advertising related to this Agreement, shall be resolved by final and binding arbitration governed by the Federal Arbitration Act ("FAA"), 9 U-S.C. §§ 1 -16. Disputes that meet the small claims court requirements in the state in which the Services are provided may be resolved in small claims court. The Parties agree that this Section 15 shall not apply to debt collection matters or to disputes relating to Intellectual Property and that Chapter 48 of the Code of Laws of South Carolina shall not apply to this Agreement or to any arbitration or award hereunder. (b) The arbitration will be conducted by one arbitrator using the procedures described herein in accordance with the commercial arbitration rules and fee schedule of the American Arbitration Association ("AAA") in effect on the date a dispute is submitted, as modified by this Agreement. The AAA's arbitration rules are available from the AAA at www.adr.org. (c) The Parties have the right to be represented by counsel. The arbitrator shall be bound by and strictly enforce the terns of this Agreement, and may not limit, expand or otherwise modify the terms of this Agreement in conducting the arbitration and making any award. Unless either Party requests that the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures, for which additional charges may apply, the arbitration will be based solely on the written submissions of the Parties and the documents submitted relating to the dispute. Any in-person arbitration will be conducted at a location that the AAA selects in the state in which the Services are provided, or as the Parties may otherwise mutually agree. Arbitrations under this Agreement shall be kept confidential. (d) Disputes under this Agreement may not be (a) resolved on a class-wide basis, (b) joined with another lawsuit, or (c) joined in an arbitration with a dispute of any other entity. The arbitrator may not award, and the Parties waive any claims for awards for, punitive damages or attorney fees or any damages that are bared by this Agreement, unless such damages are expressly authorized by a relevant statute. (e) Before taking a dispute to arbitration, the Parties agree to first attempt to resolve the dispute between them. If the Parties are not able to satisfactorily resolve the dispute within sixty (60) calendar days from the date of the initial notification of the dispute, either Party may contact the AAA in writing at AAA Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203, and request arbitration of the dispute. (f) Subject to applicable substantive law that may provide otherwise, each Party will pay its own expenses to participate in the arbitration , including attorney fees and expenses related to the presentation of evidence, witnesses, and document production. (g)Nothing in this Agreement shall be construed to limit either Party's right to obtain equitable or injunctive relief in a court of competent jurisdiction in appropriate circumstances. 16. General. (a) Except as set forth herein, Customer may not assign or transfer any of its rights, duties, or obligations with respect to the Services without BellSouth's written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer without the written consent of BellSouth shall be void. Notwithstanding the foregoing, BellSouth may assign, delegate or otherwise transfer its rights or obligations hereunder, in whole a in part, at any time or subcontract the performance of any of its obligations under this Agreement. (b) Neither Party may bring an action, regardless of forth, arising out of the Services or these Terms more than one year after the cause of action arose. (c) This Agreement, together with all attachments, addenda, and any Orders placed hereunder, constitutes the entire agreement between BellSouth and Customer relating to this Agreement and the Services performed hereunder, supersedes any prior written or verbal proposals, agreements, understandings or other discussions respecting the same, and may not be modified or amended other than by a written instrument executed by both Parties. (d) These Terms and the Services shall be governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. If any provision a provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. (e) The Parties are deemed to have participated in the drafting and negotiation of this Agreement after consulting with their respective counsel of their own choosing. Therefore, the language of this Agreement shall not be presumptively construed either in favor of, or against, any Party. (f) No failure on the part of either Party to exercise any right or remedy arising directly or indirectly under this Agreement will operate as a waiver of any right or remedy it may have, nor will an exercise of any right or remedy by either Party preclude any right or remedy otherwise available to such Party. (g) To the extent there is a conflict between the terms set forth in this Agreement and those in any Order, attachment a addendum, the terms set forth in the Order, attachment, or addendum shall prevail. (h) The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation at this Agreement. (i) Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the benefit of the Parties hereto and not for any other person. 0) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Parrs signature to this Master Agreement and Orders hereunder will be deemed an original and the best evidence thereof for all purposes, including, without limitation , all evidentiary purposes before any arbitrator, court or other adjudicatory authority. 17. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given if delivered personally or by courier service, faxed or mailed by registered or certified mail , return receipt requested, postage prepaid, to the Parties at the addresses set forth above. All notices under this Agreement that are addressed as provided herein will be deemed given (a) upon delivery, if delivered personally or by courier service, (b) when confirmed , if delivered by facsimile, and (c) on the fifth (5th) business day after the day it is deposited in a regular depository of the United States mail, if delivered by mail in the manner described above. Either Party may change its address or respective contact for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective. 18. Credit Check Acceptance of any Order by BellSouth is subject to BellSouth credit and other approvals. Following Order acceptance, if it is determined that: (i) the initial credit approval was based on inaccurate or incomplete information; or (ii) Customer's creditworthiness has significantly decreased, BellSouth in its sole discretion reserves the right to cancel the Order without liability or suspend the Order until accurate and appropriate credit approval requirements are established and accepted by Custaner. CONFIDENTIALlPROPRIETARY - NQT FOR DISCLOSURE W ITHOUT W RITTEN PERM ISSSI ION Version 12/2005 Page 4 of 19 Customer als: Created On: June 28, 2006 CCP-12457 Date: 10.6 If promptly notified in writing of any action brought against BellSouth, due to claims for infringement of United States patents , copyright, trademark, or other intellectual properly rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from the use, in connection with the Services, of equipment, software or information not provided by BellSouth, or otherwise relating to or arising out of Customer's use of the -Services, Customer will defend that action at Its expense and will pay any and all fees, costs or damages that may be finally awarded in that action or a settlement resulting from it provided that (1) BellSouth shall permit Customer to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without Customer's prior written approval and (ii) BellSouth shall cooperate with Customer in all reasonable ways to facilitate the settlement or defense of any claim or suit. 11 . Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions of any network or any other occurrence commonly known as face majeure, including war, riots, acts of terrorism, embargoes , strikes , or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence or occurrences, and in such event BellSouth shall have no liability to Customer. 12. Termination and Default. (a) BellSouth may, at its sole discretion , terminate any Customer Order and discontinue Customer's access to and use of the Services, if (i) Customer fails to pay any amount within ten (10) days after written notice that the same is delinquent; or (it) Customer breaches any of the material terms, conditions, obligafions, or representations contained in these Terms, except for applicable Acceptable Use Policies , and does not cure such breach within thirty (30) days of notice of such breach; a (iii) Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, or (iv) Customer's equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately suspend or terminate Service in the event of repeated or flagrant violations of its Acceptable Use Policy, incorporated herein by reference, BellSouth's preferred course of action under this Section 12(a)(iv) is to allow Customer an opportunity to cease such interference before Service termination occurs. In addition, if BellSouth reasonably determines that the continuation of the Services has become impractical or unfeasible for any technical, legal, regulatory, or other reason, BellSouth may terminate the Services with at least thirty (30) days prior notice if reasonably practical, in which event Customer shall not be liable for termination charges. (b) If Customer has elected a minimum tens for the Services and then cancels its Services a any portion thereof, or has its Services or any portion thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated to pay BellSouth a termination charge equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to fifty percent (50%) of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such cancellation had not occurred. In addition, if such termination occurs within the first year of the minimum term, Customer must also pay any waived nonrecurring charges. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer. (c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days after written notice of such breach, Customer may (as its site remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate its Services by written notice to BellSouth, without obligation for any early termination charges otherwise payable hereunder. 13. Use of Materials, Marks and Information. (a) Customer may use, copy and distribute the materials found on the Services for internal, noncommercial, informational purposes only. Except as authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property right in the material or the products , services, processes or technology described therein. All such rights are retained by BellSouth, its applicable affiliates or any third party owner of such rights. Customer shall have no ownership or property rights in the Services or in any documentation provided in connection with the Services. Customer may make copies of such documentation solely for use in connection with its authorized use of the Services, and all such copies shall include all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the Services to Customer, Customer shall return all copies of the documentation to BellSouth or certify destruction of such documentation. (b) The company names and logos and all related product and service names, design marks and slogans of each Party are the property of the respective Party or its affiliates. Neither Party is authorized to and shall not use any name or mark of the other Party in any advertising, publicity or in any other commercial manner without the prior written consent of the other Party. (c) All product and service marks contained on or associated with the Services that are not BellSouth marks are the trademarks of their respective owners . References to any names, marks, products or services of third parties or hypertext links to third party sites or information do not necessarily constitute or imply BellSouth's endorsement, sponsorship a recommendation of the third party, information, product or service. (d) Neither Party will make any media release or other public announcement relating or referring to the Agreement or the Parties' performance a relationship hereunder without the prior written consent of the other Party. 14. Confidential Information (a) Except as set forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (i) all inforrnation communicated to it by the other and identified and marked as "confidential," whether before or after the date hereof, (ii) all information identified as confidential to which if has access in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and obligations hereunder (collectively, "Confidential Information"), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means , to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and any disclosing Partys Confidential Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who have a need to have access to such information in connection with their employment or engagement, provided the recipient Party notifies such persons of the obligations set forth in this Section and such persons agree to abide by such obligations. (b) The obligatims set forth in subsection 14 (a) above will not prevent any Party from disclosing or using information that belongs to such Party or (i) is already known by the recipient Party without an obligation of confidentiality, (it) is publicly known or becomes publicly known through no unauthorized act of the recipient Party, (!if) is rightfully received from a third party, (iv) is independently developed without use of the disclosing Partys Confidential Information or (v) is disclosed without similar restrictions to a third party by the Party owning the Confidential Information. If Confidential Information is required to be disclosed pursuant to law, regulation , tariff or a requirement of a governmental authority, or in connection with an arbitration or mediation, such Confidential Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Information, to the extent possible, provides the disclosing Party with timely prior notice of such requirement and coordinates with the disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon written request at the expiration or termination of an Order, attachment, or addendum, all Confidential Information (and all copies thereof) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed, with written certification thereof being given to the disclosing Party. The provisions of this Section will survive the expiration or termination of any Order, attachment or addendum and this Agreement for any reason. (c) Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer sends to any BellSouth Company relating to the Services a Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version : 1212005 Page 3 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: IN WITNESS WHEREOF, Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions. BellSouth and Customer have caused this Agreement to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by BellSouth. The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. Customer: Indian River County Library Accepted by BellSouth MNS, Inc. and BellSouth Telecommunications, Inc. By BellSoutfS terns, Inc. By: By Name: os h A Baird Name: Kenneth Lewis or Jacob A Granger (Print or Type) (Print or Type) Director - Contract Management o Manager - Tactical Title: County Administrator Title: Pricing Date: _ / ' � - Date: APPROVED AS TO FORM AND7G4LSIJFFIC1EN Y B MARIAN E. FEL ASSISTANT COUNTY ATTORNEY CONFIDENTIAL/PROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION �\ Version: 122005 Page 5 of 19 Customer Initials: _��[F—{7)`9--'a'=fes` —� Greeted On: June 28, 2006 CCP-12457 Date: (STH BellSouth Dedicated Internet Access Service Description Dedicated Internet Access (DIA) is an essential tool for businesses to compete in todays information technology marketplaces. DIA is well suited for handling on-line mission critical tasks. DIA enables a customer, over the Internet, to sell products and services, communicate with customers and suppliers, market to new prospects, and conduct research on competitors. BellSouth DIA Service provides highly reliable Internet connectivity for business customers. Full suites of standard and optional features, as well as a range of connection speeds, (128kbps - 622mbps) are available. Connectivity is achieved through router-based access to a BellSouth Managed Facility (BMF) with connections to the global Internet through the BellSouth Regional IP backbone. BellSouth DIA service can be accessed using one or more of BellSouth's fast packet or other networks , including Frame Relay, Private Line, ATM, Metro Ethernet and SONET ring topologies. 1 ) Service Components DIA components: a. Customer Premises Equipment (CPE) b. Transport service C. BellSouth Managed Facilities (BMF) d. BellSouth Regional IP Backbone ("BRIB") and global Internet connections DIA Service Logical Architecture u Transport BRIB Global Seance Internet Customer Premises BellSouth Equipment Managed Facility a. Customer Premises Equipment The Customer Premises Equipment is the router located at the customer location. The customer will provide the Customer Premises Equipment in the Port+Access and Port Only service options, while BellSouth's DIA service will include the router in Port+Access+CPE Service options. Customer Provided Router If the customer provides the router, BellSouth will assist the customer in configuring the equipment to communicate with the BMF. BellSouth Business Internet Services support includes providing IP addresses. Additional support will be addressed on an as-needed basis. Billing is initiated within 24 hours of service activation. Under the customer provided CPE scenario (Port+Access or Port Only service options), all monitoring, management, troubleshooting, repair and/or replacement of the customer premises equipment will be the customer's responsibility. BellSouth ISP DW provided router When BellSouth's DIA service includes the router, the router choice is generally based on transport service type and speed of connection . The routers will be configured for static routing. BellSouth will retain ownership of and is responsible for all installation, configuration, monitoring , management, troubleshooting, repair, and replacement of the equipment. However, the customer is responsible for safeguarding the equipment against theft and damage, and must provide a suitable environment for the operation of the router. In addition, the customer is encouraged to provide out of band (OOB) access to the router. This COB access must be dedicated for use in accessing the customer premise router from the BellSouth Network Operations Center to aid in expeditious troubleshooting and resolution, and to minimize unneeded router replacements. b. DIA Transport The DIA service supports access As the following transport services: • Frame Relay • Private Line • ATM • Metro Ethernet Premium Service BellSouth@ SMARTRing@ service with frame relay or with private line (BONET)*, excluding Port Only Service Options `•SMARTRing@ service must already be installed before DIA service can be activated. The transport service may be provided as part of the DIA service a obtained separately by the customer. With the exception of SMARTRing@ service, all dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. Please see the sections below on specific service transport descriptions. CONFIDENTIALlPROPRIETARY — NOT FOR DISCLOSURE W ITHOUT W RITTEN PERMISSION Version: 08/2005 Page 6 of 19 Created On: June 28, 2006 CCP-12457 IN WITNESS WHEREOF, Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions. BellSouth and Customer have caused this Agreement to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by BellSouth. The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. Customer: Indian River County Library Accepted by BellSouth MNS, Inc. and BellSouth Telecommunications, Inc. By BellSoutfS terns, Inc. By: By Name: os h A Baird Name: Kenneth Lewis or Jacob A Granger (Print or Type) (Print or Type) Director - Contract Management o Manager - Tactical Title: County Administrator Title: Pricing Date: _ / ' � - Date: APPROVED AS TO FORM AND7G4LSIJFFIC1EN Y B MARIAN E. FEL ASSISTANT COUNTY ATTORNEY CONFIDENTIAL/PROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION �\ Version: 122005 Page 5 of 19 Customer Initials: _��[F—{7)`9--'a'=fes` —� Greeted On: June 28, 2006 CCP-12457 Date: IN WITNESS WHEREOF, Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions . BellSouth and Customer have caused this Agreement to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by BellSouth . The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. Customer: Indian River County Library Accepted by BellSouth MNS, Inc. and BellSouth Telecommunications, Inc. By: BellSouth B ness Systems, Inc. r By: BY Name: Loch A Baird Name: Kenneth Lewis or Jacob A. Granger (Pant or Type) (Print or Type) Director - Contract Management or Manager - Tactical Title: County Administratorg Title: Pricin mi Date: ( - 3-C< Date: APPROVED AS TO FORM AND G L SUFFICIEN Y 3 MARIAN E. FEL ASSISTANT COUNTY ATTORNEY CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION —+ �— Version: 1212005 Page 5 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: DIA-Provided Transport (Port+Access+CPE, and Port+Access Service Options) When BellSouth's DIA service induces the transport from the BMF to the Customer premises, BellSouth will be responsible for completing the following functions to ensure proper implementation of the dedicated services: • For Private Line, order circuit from customer premise to the BMF. • For Frame Relay, order end-to-end Permanent Virtual Circuit (PVC), customer premise-to-BMF. (BellSouth's DIA service will place the order for the customer's and of the PVC on the customer's behalf and the customer will be billed the applicable tariffed charges for that PVC service on its regulated phone bill). • For Metro Ethernet, oder Metro Ethernet circuit from customer premise to the BMF. • For SMARTRing® service, the customer must already have the SMARTRing® service installed. BellSouth's DIA service will order "channel on" to the Customer's SMARTRing® service using a Shared Network Arrangement (SNA) and/or a Private Line Connecting Agreement. • Configure BMF terminating equipment and router • Assign BMF port IDs to the customer • Monitor and manage the circuit • Maintain and troubleshoot all Telco-related connectivity issues • Assign IP addresses for the hosts at the customer premise Customer-provided Transport (Port Only Service Option) In the case of Customer-provided transport, the customer is responsible for the transport to the BMF. All dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. BellSouth will be responsible for completing the following functions to ensure proper implementation of the dedicated connection service: • Configure BMF terminating equipment and router • Assign BMF part IDs to the customer • Monitor and manage the Port Only • Maintain and troubleshoot all Pon Only-related issues • Assign IP addresses for the hosts at the customer premise The customer will be responsible for calling their transport provider to resolve any local loop problems. c. BellSouth Managed Facility (BMF) The BMF contains a large infrastructure of IP-based data networking equipment usually located in a BellSouth Central Office (CO). There is a BMF in every LATA throughout the current BellSouth nine state service area. 2) Network Architecture BellSouth Regional Internet Backbone (BRIB) BRIB is the regional backbone that connects DIA customers to other BMFs and DIA cuslorner locations within the BellSouth region, as well as to the global Internet. The BRIB design offers multiple redundancy points in the nehvork; redundancy is provisioned between BMF's and in connectivity of the BRIB to multiple Internet backbone providers. 3) Service Options • Port + Access + CPE Service Option • Port + Access Service Option • Pon Only Service Option Port + Access + CPE Service Option BellSouth's DIA service will include the customer premises router, the local loop transport, the pat in the BMF, and connectivity to the BRIB and the global Internet. Port + Access Service Option BellSouth's DIA Service will include the local loop transport, the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer premises router. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section B. Port Only Service Option BellSouth's DIA service will include the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer promises router, and will provide the Iocal krop transport connectivity to the BMF. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section 6. Demarcation Points The line of demarcation is as follows: Port + Access + CPE Service Option: LAN interface on CPE Pot+Access Option: If < or = DS 1 it is the Smart Jack If > DS1 and < 50M, or MetmE DIA 10M, 20M, or 50M (electrical), it is the Transmit /Receive Coax cable jack If > Fractional OC3, or MetroE DIA 10M, 20M, 50M (optical), a MetroE DIA 100M, 250M or 500M, it is the "pair of fibers" CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 7 of 19 Created On: June 28, 2006 CCP-12457 (STH BellSouth Dedicated Internet Access Service Description Dedicated Internet Access (DIA) is an essential tool for businesses to compete in todays information technology marketplaces. DIA is well suited for handling on-line mission critical tasks. DIA enables a customer, over the Internet, to sell products and services, communicate with customers and suppliers, market to new prospects, and conduct research on competitors. BellSouth DIA Service provides highly reliable Internet connectivity for business customers. Full suites of standard and optional features, as well as a range of connection speeds, (128kbps - 622mbps) are available. Connectivity is achieved through router-based access to a BellSouth Managed Facility (BMF) with connections to the global Internet through the BellSouth Regional IP backbone. BellSouth DIA service can be accessed using one or more of BellSouth's fast packet or other networks , including Frame Relay, Private Line, ATM, Metro Ethernet and SONET ring topologies. 1 ) Service Components DIA components: a. Customer Premises Equipment (CPE) b. Transport service C. BellSouth Managed Facilities (BMF) d. BellSouth Regional IP Backbone ("BRIB") and global Internet connections DIA Service Logical Architecture u Transport BRIB Global Seance Internet Customer Premises BellSouth Equipment Managed Facility a. Customer Premises Equipment The Customer Premises Equipment is the router located at the customer location. The customer will provide the Customer Premises Equipment in the Port+Access and Port Only service options, while BellSouth's DIA service will include the router in Port+Access+CPE Service options. Customer Provided Router If the customer provides the router, BellSouth will assist the customer in configuring the equipment to communicate with the BMF. BellSouth Business Internet Services support includes providing IP addresses. Additional support will be addressed on an as-needed basis. Billing is initiated within 24 hours of service activation. Under the customer provided CPE scenario (Port+Access or Port Only service options), all monitoring, management, troubleshooting, repair and/or replacement of the customer premises equipment will be the customer's responsibility. BellSouth ISP DW provided router When BellSouth's DIA service includes the router, the router choice is generally based on transport service type and speed of connection . The routers will be configured for static routing. BellSouth will retain ownership of and is responsible for all installation, configuration, monitoring , management, troubleshooting, repair, and replacement of the equipment. However, the customer is responsible for safeguarding the equipment against theft and damage, and must provide a suitable environment for the operation of the router. In addition, the customer is encouraged to provide out of band (OOB) access to the router. This COB access must be dedicated for use in accessing the customer premise router from the BellSouth Network Operations Center to aid in expeditious troubleshooting and resolution, and to minimize unneeded router replacements. b. DIA Transport The DIA service supports access As the following transport services: • Frame Relay • Private Line • ATM • Metro Ethernet Premium Service BellSouth@ SMARTRing@ service with frame relay or with private line (BONET)*, excluding Port Only Service Options `•SMARTRing@ service must already be installed before DIA service can be activated. The transport service may be provided as part of the DIA service a obtained separately by the customer. With the exception of SMARTRing@ service, all dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. Please see the sections below on specific service transport descriptions. CONFIDENTIALlPROPRIETARY — NOT FOR DISCLOSURE W ITHOUT W RITTEN PERMISSION Version: 08/2005 Page 6 of 19 Created On: June 28, 2006 CCP-12457 IN WITNESS WHEREOF, Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions . BellSouth and Customer have caused this Agreement to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by BellSouth . The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. Customer: Indian River County Library Accepted by BellSouth MNS, Inc. and BellSouth Telecommunications, Inc. By: BellSouth B ness Systems, Inc. r By: BY Name: Loch A Baird Name: Kenneth Lewis or Jacob A. Granger (Pant or Type) (Print or Type) Director - Contract Management or Manager - Tactical Title: County Administratorg Title: Pricin mi Date: ( - 3-C< Date: APPROVED AS TO FORM AND G L SUFFICIEN Y 3 MARIAN E. FEL ASSISTANT COUNTY ATTORNEY CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION —+ �— Version: 1212005 Page 5 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: 4) Billing Options Dedicated Internet Access (DIA) customers have a choice of billing methodologies. Tiered and Flat Rate monthly recurring charge billing plans are available for most Service Types and most Access Methods. With the Burstable plan, a customer whose Access Method is Private Line may choose to be billed either a tierediflat rate monthly recurring fee or to be billed a variable amount based upon usage. ATM DIA is burstable billing only. MetroE DIA is only available in Tiered/Flat Rate billing only. a. Usage Determination for Burstable To calculate a customer's usage for a billing period , BellSouth will poll the BMF router where the customer's service is terminated, taking measurements every 5 minutes for both inbound and outbound traffic, retaining the higher number for each 5-minute interval. These measurements, collected for a billing period, will then be ordered from high to low, the top 5 percent of measures will be eliminated and the next highest number (95th percentile) will become the usage number to be multiplied by a per megabit price. The price per megabit will be based on: • 95th Percentile of usage • Contract Term • Service Type • Access Method If any port connection is placed in or removed from service during a monthly invoice period , the 95th percentile result for such port shall be pro-rated for the number of days which such port was in service. The Burstable product is only available using Private Line or ATM as the transport IDS1-OC12) 5) DIA Service Bandwidths Bandwidth Frame Private ATM Metro Relay Line Ethernet 128 kbps X 256 kbps X 384 kbps X 512 kbps X 768 kbps X 1024 kbps X DS1 1536 kbps X X X 3 mbps X X* 6 mbps X X* 9 mbps X X* 10 mbps X* 12 mbps X X* 15 mbps X X* 18 mbps X* 20 mbps X* 21 mbps X X* 24 mbps X* 27 mbps X* 30 mbps X* 33 mbps X X* 36 mbps X* 39 mbps X* 50 mbps X* DS345 mbps X X* X 100 mbps X* 250 mbps X* 500 mbps X* Fractional X* OC3 speeds OC3 X* Fractional X* OC12 speeds OC12 X* MLFR (3Mbps) X M LFR (6Mbps) X M LFR (9Mbps) X *Not available in all areas NOTE: Availability may vary based on service option selected. CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 0812005 Page 8 of 19 Created On: June 28, 2006 CCP-12457 DIA-Provided Transport (Port+Access+CPE, and Port+Access Service Options) When BellSouth's DIA service includes the transport from the BMF to the Customer premises, BellSouth will be responsible for completing the following functions to ensure proper implementation or the dedicated services: • For Private Line, order circuit from customer premise to the BMF. • Far Frame Relay, order end-to-end Permanent Virtual Circuit (PVC), customer premise-to-BMF. (BellSouth's DIA service will place the order for the customer's end of the PVC on the customer's behalf and the customer will be billed the applicable tariffed charges for that PVC service on its regulated phone bill). • For Metro Ethernet, order Metro Ethernet circuit from customer premise to the BMF. • For SMARTRing@ service, the customer must already have the SMARTRing@ service installed. BellSouth's DIA service will order "channel on" to the Customer's SMARTRing@ service using a Shared Network Arrangement (SNA) and/or a Private Line Connecting Agreement. • Configure BMF terminating equipment and router • Assign BMF port IDs to the customer • Monitor and manage the circuit • Maintain and troubleshoot all Telco-related connectivity issues • Assign IP addresses for the hosts at the customer premise Customer-provided Transport (Port Only Service Option) In the case of Customer-provided transport, the customer is responsible for the transport to the BMF. All dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. BellSouth will be responsible for completing the following functions to ensure proper implementation of the dedicated connection service: • Configure BMF terminating equipment and router • Assign BMF port IDs to the customer • Monitor and manage the Port Only • Maintain and troubleshoot all Port Only-related issues • Assign IP addresses for the hosts at the customer premise The customerwill be responsible for calling their transport provider to resolve any local loop problems. c. BellSouth Managed Facility (BMF) The BMF contains a large infrastructure of IP-based data networking equipment usually located in a BellSouth Central Office (CO). There is a BMF in every LATA throughout the current BellSouth nine state service area. 2) Network Architecture BellSouth Regional Internet Backbone (BRIB) BRIB is the regional backbone that connects DIA customers to other BMFs and DIA customer locations within the BellSouth region, as well as to the global Internet. The BRIB design offers multiple redundancy points in the network; redundancy is provisioned between BMFs and in connectivity of the BRIB to multiple Internet backbone providers. 3) Service Options • Port + Access + CPE Service Option • Port + Access Service Option • Port Only Service Option Port + Access + CPE Service Option BellSouth's DIA service will include the customer premises router, the local loop transport, the port in the BMF, and connectivity to the BRIB and the global Internet. Port + Access Service Option BellSouth's DIA Service will include the local loop transport, the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer premises router. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section 6. Port Only Service Option BellSouth's DIA service will include the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer premises router, and will provide the local loop transport connectivity to the BMF. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section 6. Demarcation Points The line of demarcation is as follows: Port + Access + CPE Service Option: LAN interface on CPE Port+Access Option: If < or = DS 1 it is the Smart Jack If > DS1 and < 50M, or MetroE DIA 10M, 20M, or 50M (electrical), it is the Transmit /Receive Coax cablejack If > Fractional OC3, or MetroE DIA 10M, 20M, 50M (optical), or MetroE DIA 100M, 250M or 500M, it is the "pair of fibers" CONFIDENTIALfPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 082005 Page 7 of 19 Created On: June 28, 2006 CCP-12457 DIA-Provided Transport (Port+Access+CPE, and Port+Access Service Options) When BellSouth's DIA service induces the transport from the BMF to the Customer premises, BellSouth will be responsible for completing the following functions to ensure proper implementation of the dedicated services: • For Private Line, order circuit from customer premise to the BMF. • For Frame Relay, order end-to-end Permanent Virtual Circuit (PVC), customer premise-to-BMF. (BellSouth's DIA service will place the order for the customer's and of the PVC on the customer's behalf and the customer will be billed the applicable tariffed charges for that PVC service on its regulated phone bill). • For Metro Ethernet, oder Metro Ethernet circuit from customer premise to the BMF. • For SMARTRing® service, the customer must already have the SMARTRing® service installed. BellSouth's DIA service will order "channel on" to the Customer's SMARTRing® service using a Shared Network Arrangement (SNA) and/or a Private Line Connecting Agreement. • Configure BMF terminating equipment and router • Assign BMF port IDs to the customer • Monitor and manage the circuit • Maintain and troubleshoot all Telco-related connectivity issues • Assign IP addresses for the hosts at the customer premise Customer-provided Transport (Port Only Service Option) In the case of Customer-provided transport, the customer is responsible for the transport to the BMF. All dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. BellSouth will be responsible for completing the following functions to ensure proper implementation of the dedicated connection service: • Configure BMF terminating equipment and router • Assign BMF part IDs to the customer • Monitor and manage the Port Only • Maintain and troubleshoot all Pon Only-related issues • Assign IP addresses for the hosts at the customer premise The customer will be responsible for calling their transport provider to resolve any local loop problems. c. BellSouth Managed Facility (BMF) The BMF contains a large infrastructure of IP-based data networking equipment usually located in a BellSouth Central Office (CO). There is a BMF in every LATA throughout the current BellSouth nine state service area. 2) Network Architecture BellSouth Regional Internet Backbone (BRIB) BRIB is the regional backbone that connects DIA customers to other BMFs and DIA cuslorner locations within the BellSouth region, as well as to the global Internet. The BRIB design offers multiple redundancy points in the nehvork; redundancy is provisioned between BMF's and in connectivity of the BRIB to multiple Internet backbone providers. 3) Service Options • Port + Access + CPE Service Option • Port + Access Service Option • Pon Only Service Option Port + Access + CPE Service Option BellSouth's DIA service will include the customer premises router, the local loop transport, the pat in the BMF, and connectivity to the BRIB and the global Internet. Port + Access Service Option BellSouth's DIA Service will include the local loop transport, the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer premises router. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section B. Port Only Service Option BellSouth's DIA service will include the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer promises router, and will provide the Iocal krop transport connectivity to the BMF. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section 6. Demarcation Points The line of demarcation is as follows: Port + Access + CPE Service Option: LAN interface on CPE Pot+Access Option: If < or = DS 1 it is the Smart Jack If > DS1 and < 50M, or MetmE DIA 10M, 20M, or 50M (electrical), it is the Transmit /Receive Coax cable jack If > Fractional OC3, or MetroE DIA 10M, 20M, 50M (optical), a MetroE DIA 100M, 250M or 500M, it is the "pair of fibers" CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 7 of 19 Created On: June 28, 2006 CCP-12457 6) Service Access Transports Frame Relay Access for DIA The Frame Relay access method for DIA is designed to meet customer requirements for Internet connectivity with OSi , DS3, Fractional DS1 , and Fractional DS3. Port Only, Pon+Access (Customer Provided Equipment), and Port+Access+CPE service options are available. Frame Relay service provides a dedicated port connected to a PVC from the customer premises over the BellSouth Frame Relay network to the BMF. Frame Relay Port Only is required to be full Committed Information Rate (CIR). Customers purchasing Port+Access and Port Only Service Options for Frame Relay DS3 and Fractional Frame Relay DS3 must provide Kentrox emulation on customer owned CPE. The Kentrox emulation provides for the °choking" of the 45M when less bandwidth is required (i.e., 6M, 9M, 12M). SMARTRing® service Customers can provision Frame Relay DIA (either Port+Access+CPE or Port+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign SMARTRing SNA and a PLCA if the SMARTRing is from the state tariff, to allow the DIA service to be mapped across the ring. The DIA offer does not include or provide the SMARTRing® service itself. The use of SMARTRing® interfaces replaces a portion of the local loop normally associated with the DIA Port+Access+CPE and Port+Access offers. Availability Frame Relay access to DIA service is available in all tier I and II BMFs. Frame Relay DIA can be ordered using tiered/flat rate billing. For Frame Relay DIA services equal to and above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine If/when facilities are/vrill be available within the target BMF. Multi-Link Frame Relay DIA IMLFRI MLFR DIA is designed for customers who are not served with fiber access facilities (and therefore cannot receive a DS3 circuit) yet their Internet bandwidth requirements exceed that of a single DSI circuk. The service provides the customer with a dedicated connection to the Internet in multiple DS1 (1 .536 Mbps) increments (310, 6M and 9M). MLFR Dedicated Internet Access is available with the Port+Access+CPE Service Option and Pat +Access+CPE over SMARTRing. Availability MLFR DIA can be ordered using tiered/flat rate billing. Private Line DIA Private Line DIA service gives business customers a full-time dedicated connection from their customer premise to the Internet. The customer is corrected to the nearest BellSouth Managed Facility (BMF) directly with a private local loop circuit. Port+Access+CPE , Port+Access+CPE over SMARTRing, Port+Access, Part+Access over SMARTRing, and Pot Only service options are available with Private Line DIA. Unlike Frame Relay, the Private Line access price is based on mileage from the customers premise to the BMF. SMARTRing® service Customers we able to provision Private Line DIA (either Port+Access+CPE or Pot+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign the SMARTRingSNA, and a PICA if the SMARTRing is from the state tariff, to allow BST ISP to purchase interfaces on the ring for the DIA service to ride. This DIA offer does not include or provide the SMARTRing® service itself. The use of SMARTRing® interfaces replaces a portion of the local Imp normally associated with the DIA Port+Access+CPE and Port+Access offers Availability Private Line service is available in most BMFs. Private line can be ordered using either the flat rate or burstable billing method. For Private Line DIA services equal to and above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are/wfll be available within the target BMF. Metro Ethernet DIA (MetroE DIA) This service will enable customers to connect to the Internet at various Metro Ethernet speeds. MetroE DIA is available as Port+Access+CPE, port+Access and Port Only service options. When DIA is used with Metro Ethernet Premium service, packets originating from a particular Customer are identified by use of a Virtual Local Area Network number (VLAN Tag) that is assigned by BellSouth when the service is provisioned. The VLAN tag is embedded in each ethernet packet received from the Customer and serves to identify the source of the packet to BellSouth. The requirement to identify MetroE DIA Customers by VLAN Tag requires that the data transport service connecting to the BMF conform to the following requirements: 1 . The BellSouth Metro Ethernet Service ordered from BellSouth must be Metro Ethernet Premium service equipped with Q-Forwarding. Q- Forwarding is an optional Metro Ethernet Premium feature that adds support for VLAN tagging to the BellSouth standard Metro Ethernet Premium service. 2. If a Customer already uses a BellSouth Metro Ethernet service that does not include VLAN tagging, (i.e. BellSouth Basic Metro Ethernet service), and we or more of the existing locations desire to add DIA services, then all locations served by that service must be upgraded to the Metro Ethernet Premium service. 3. The CPE equipment effecting the ethernet connection at the Customer Premises to the BellSouth Metro Ethernet service must support VLAN tagging via the 802.1Q protocol. (e.g. a Cisco 2821 router or equivalent). When a Part+Access of Port Only configuration is ordered, the Customer must provide compatible CPE and configure it according to the VLAN tags that will be assigned by BellSouth during the ME DIA provisioning process. Customers providing their own Metro Ethernet transport to the Pot Only Service option must purchase rate elements for Premium Fixed Metro Ethernet speeds 10M, 20M, 50M, 100M, 250M, or 500M, plus any additional mileage charges required to connect the customer premise to the closest equipped Metro Ethernet switch Central Office. Customer provided routers most be VLAN-tagging capable for Metro Ethernet DIA service. All dedicated, point-to-point transport services used to provide access to the DIA service are provided As the FCC jurisdiction tariffs. CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 9 of 19 Created On: June 28, 2006 CCP-12457 Availability A Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities arefwill be available within the target BMF. A SAC is required for all MetroE DIA orders. Metro Ethernet DIA Service can be ordered using either tiered/flat rate billing. Burstable billing is not available at this time. Asynchronous Transfer Mode (ATM) DIA Asynchronous Transfer Mode (ATM) access method for DIA is designed to meet the requirements for Internet connectivity for customers who have existing ATM networks. The Port+Access+CPE and Port+Access options are not available for ATM DIA; the customer must obtain their own ATM circuit separately, and BellSouth's DIA service will map an ATM Port Only across that circuit. ATM is only available with Burstable billing . These services require an existing ATM connection from the customer premise over the BellSouth ATM network to the BMF. Availability ATM DIA is available in many BMF's, but must be checked before service order. For ATM DIA services equal to or above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are/will be available within the target BMF. DIA Service Access Suitability Examples Access Best Suited For Frame Relay Mission Critical file transfers • Connectivity for LANs, WANs, web servers, email servers • Companies looking for scalability Bursty Data applications Private Line File transfers where high security is needed Web servers connectivity with high multi-media content ATM Customers with existing ATM networks Metro Ethernet • Large file transfers • Non-mission critical applications Distance Learning 7) DIA Diversity Solutions To better serve some customers' needs, Dedicated Internet Access (DIA) customers may now purchase a Diversity Solution Product to enhance diversity (redundancy) at specific assignments and attributes for their Internet access. Diverse Solutions are designed for customers who have a need for continuous 1 fault tolerant Internet Access. While Diversity Solutions will increase the likelihood of non-interrupted Internet Access, this product cannot guarantee continuous and non-interrupted 100% Internet Access availability. Diversity Solutions are designed to provide customers with a Primary Access Solution to the Internet that will automatically fail-over to a Secondary Access Solution to the Internet should a trouble on the Primary Service interrupt the customer's connectivity. a) Diversity Options BellSouth Router Diversity Solution provides the customer two distinct DIA circuits achieving Internet connectivity, through access to (1 ) a router in a BMF (BellSouth Managed Facility) in case of the Primary Circuit, and (2) a different router in the same BMF in the case of the Secondary Circuit. Traffic will be routed / managed based on weighted static routes to the same BMF on the Diverse Routers. With this option, there will only be one router located at the customer premise, but the circuit will connect in thru diverse routers at the BMF. BellSouth Router Diversity Solution provides one router at the customer's location, if purchased in the Port+Access+CPE service type. The customer may provide a second router. Reuter ®rima, Router Customer ; 91,1F Reuter secondary Router Service Types The customer's primary circuit and secondary circuit have to be the same DIA Service Type. It means that both circuits will have to be Port+Access+CPE, Port+Access or Port Only Service Type. • Service Speeds The customer's primary circuit and secondary circuit do not have to be the same size; however, it is recommended that the secondary circuit be at least one half the size of the primary circuit. The customer should size the secondary (fail over) circuit so that the secondary circuit is able to send 1 receive all critical traffic in the event the primary service is down. The Secondary Circuit, in all cases, must be less than or equal to the Primary Circuit. • Service Transport CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 0812005 Page 10 of 19 Created On: June 28, 2006 CCP-12457 4) Billing Options Dedicated Internet Access (DIA) customers have a choice of billing methodologies. Tiered and Flat Rate monthly recurring charge billing plans are available for most Service Types and most Access Methods. With the Burstable plan, a customer whose Access Method is Private Line may choose to be billed either a tierediflat rate monthly recurring fee or to be billed a variable amount based upon usage. ATM DIA is burstable billing only. MetroE DIA is only available in Tiered/Flat Rate billing only. a. Usage Determination for Burstable To calculate a customer's usage for a billing period , BellSouth will poll the BMF router where the customer's service is terminated, taking measurements every 5 minutes for both inbound and outbound traffic, retaining the higher number for each 5-minute interval. These measurements, collected for a billing period, will then be ordered from high to low, the top 5 percent of measures will be eliminated and the next highest number (95th percentile) will become the usage number to be multiplied by a per megabit price. The price per megabit will be based on: • 95th Percentile of usage • Contract Term • Service Type • Access Method If any port connection is placed in or removed from service during a monthly invoice period , the 95th percentile result for such port shall be pro-rated for the number of days which such port was in service. The Burstable product is only available using Private Line or ATM as the transport IDS1-OC12) 5) DIA Service Bandwidths Bandwidth Frame Private ATM Metro Relay Line Ethernet 128 kbps X 256 kbps X 384 kbps X 512 kbps X 768 kbps X 1024 kbps X DS1 1536 kbps X X X 3 mbps X X* 6 mbps X X* 9 mbps X X* 10 mbps X* 12 mbps X X* 15 mbps X X* 18 mbps X* 20 mbps X* 21 mbps X X* 24 mbps X* 27 mbps X* 30 mbps X* 33 mbps X X* 36 mbps X* 39 mbps X* 50 mbps X* DS345 mbps X X* X 100 mbps X* 250 mbps X* 500 mbps X* Fractional X* OC3 speeds OC3 X* Fractional X* OC12 speeds OC12 X* MLFR (3Mbps) X M LFR (6Mbps) X M LFR (9Mbps) X *Not available in all areas NOTE: Availability may vary based on service option selected. CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 0812005 Page 8 of 19 Created On: June 28, 2006 CCP-12457 DIA-Provided Transport (Port+Access+CPE, and Port+Access Service Options) When BellSouth's DIA service includes the transport from the BMF to the Customer premises, BellSouth will be responsible for completing the following functions to ensure proper implementation or the dedicated services: • For Private Line, order circuit from customer premise to the BMF. • Far Frame Relay, order end-to-end Permanent Virtual Circuit (PVC), customer premise-to-BMF. (BellSouth's DIA service will place the order for the customer's end of the PVC on the customer's behalf and the customer will be billed the applicable tariffed charges for that PVC service on its regulated phone bill). • For Metro Ethernet, order Metro Ethernet circuit from customer premise to the BMF. • For SMARTRing@ service, the customer must already have the SMARTRing@ service installed. BellSouth's DIA service will order "channel on" to the Customer's SMARTRing@ service using a Shared Network Arrangement (SNA) and/or a Private Line Connecting Agreement. • Configure BMF terminating equipment and router • Assign BMF port IDs to the customer • Monitor and manage the circuit • Maintain and troubleshoot all Telco-related connectivity issues • Assign IP addresses for the hosts at the customer premise Customer-provided Transport (Port Only Service Option) In the case of Customer-provided transport, the customer is responsible for the transport to the BMF. All dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. BellSouth will be responsible for completing the following functions to ensure proper implementation of the dedicated connection service: • Configure BMF terminating equipment and router • Assign BMF port IDs to the customer • Monitor and manage the Port Only • Maintain and troubleshoot all Port Only-related issues • Assign IP addresses for the hosts at the customer premise The customerwill be responsible for calling their transport provider to resolve any local loop problems. c. BellSouth Managed Facility (BMF) The BMF contains a large infrastructure of IP-based data networking equipment usually located in a BellSouth Central Office (CO). There is a BMF in every LATA throughout the current BellSouth nine state service area. 2) Network Architecture BellSouth Regional Internet Backbone (BRIB) BRIB is the regional backbone that connects DIA customers to other BMFs and DIA customer locations within the BellSouth region, as well as to the global Internet. The BRIB design offers multiple redundancy points in the network; redundancy is provisioned between BMFs and in connectivity of the BRIB to multiple Internet backbone providers. 3) Service Options • Port + Access + CPE Service Option • Port + Access Service Option • Port Only Service Option Port + Access + CPE Service Option BellSouth's DIA service will include the customer premises router, the local loop transport, the port in the BMF, and connectivity to the BRIB and the global Internet. Port + Access Service Option BellSouth's DIA Service will include the local loop transport, the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer premises router. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section 6. Port Only Service Option BellSouth's DIA service will include the port in the BMF, and the connectivity to the BRIB and the global Internet. The customer will provide their own customer premises router, and will provide the local loop transport connectivity to the BMF. Detailed specifications for DIA using Metro Ethernet are found in the Metro Ethernet DIA section in Section 6. Demarcation Points The line of demarcation is as follows: Port + Access + CPE Service Option: LAN interface on CPE Port+Access Option: If < or = DS 1 it is the Smart Jack If > DS1 and < 50M, or MetroE DIA 10M, 20M, or 50M (electrical), it is the Transmit /Receive Coax cablejack If > Fractional OC3, or MetroE DIA 10M, 20M, 50M (optical), or MetroE DIA 100M, 250M or 500M, it is the "pair of fibers" CONFIDENTIALfPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 082005 Page 7 of 19 Created On: June 28, 2006 CCP-12457 6) Service Access Transports Frame Relay Access for DIA The Frame Relay access method for DIA is designed to meet customer requirements for Internet connectivity with DS1 , DS3, Fractional DS1 , and Fractional DS3. Port Only, Port+Access (Customer Provided Equipment), and Port+Access+CPE service options are available. Frame Relay service provides a dedicated port connected to a PVC from the customer premises over the BellSouth Frame Relay network to the BMF. Frame Relay Port Only is required to be full Committed Information Rate (CIR). Customers purchasing Port+Access and Port Only Service Options for Frame Relay DS3 and Fractional Frame Relay DS3 must provide Kentrox emulation on customer owned CPE. The Kentrox emulation provides for the °choking" of the 45M when less bandwidth is required (i.e. , 6M, 9M , 12M). SMARTRingOO service Customers can provision Frame Relay DIA (either Port+Access+CPE or Pat+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign SMARTRing SNA and a PLCA if the SMARTRing is from the state tariff, to allow the DIA service to be mapped across the ring. The DIA offer does not include or provide the SMARTRing® service itself. The use of SMARTRing® interfaces replaces a portion of the local loop normally associated with the DIA Port+Access+CPE and Pat+Access offers. Availability Frame Relay access to DIA service is available in all tier 1 and II BMF's. Frame Relay DIA can be ordered using tiered/flat rate billing. For Frame Relay DIA services equal to and above 12Mbps , a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are/will be available within the target BMF. Multi-Link Frame Relay DIA (MLFR) MLFR DIA is designed for customers who are not served with fiber access facilities (and therefore cannot receive a DS3 circuit) yet their Internet bandwidth requirements exceed that of a single DS1 circuit. The service provides the customer with a dedicated connection to the Internet in multiple DS1 (1 .536 Mbps) increments (3M, 6M and 9M). MLFR Dedicated Internet Access is available with the Port+Access+CPE Service Option and Port +Access+CPE over SMARTRing. Availability MLFR DIA can be ordered using tierediflat rate billing. Private Line DIA Private Line DIA service gives business customers a full-time dedicated connection from their customer premise to the Internet. The customer is connected to the nearest BellSouth Managed Facility (BMF) directly with a private local loop circuit. Port+Access+CPE , Port+Access+CPE over SMARTRing, Port+Access, Port+Access over SMARTRing, and Port Only service options are available with Private Line DIA. Unlike Frame Relay, the Private Line access price is based on mileage from the customer's premise to the BMF. SMARTRing® service Customers are able to provision Private Line DIA (either Port+Access+CPE or Port+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign the SMARTRingSNA, and a PLCA if the SMARTRing is from the state tariff, to allow BST ISP to purchase interfaces on the ring for the DIA service to ride. This DIA offer does not include or provide the SMARTRing® service Itself. The use of SMARTRing® interfaces replaces a portion of the Iceal Imp normally associated with the DIA Port+Access+CPE and Port+Access offers Availability Private Line service is available in most BMF's. Private line can be ordered using either the flat rate or burstable billing method. For Private Line DIA services equal to and above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are'will be available within the target BMF. Metro Ethernet DIA (MetroE DIA) This service will enable customers to connect to the Internet at various Metro Ethernet speeds. MetroE DIA is available as Port+Access+CPE, Port+Access and Port Only service options. When DIA is used with Metro Ethernet Premium service, packets originating from a particular Customer are identified by use of a Virtual Local Area Network number (VLAN Tag) that is assigned by BellSouth when the service is provisioned. The VLAN tag is embedded in each ethernet packet received from the Customer and serves to identify the source of the packet to BellSouth. The requirement to identify MetroE DIA Customers by VLAN Tag requires that the data transport service connecting to the BMF conform to the following requirements: 1 . The BellSouth Metro Ethernet Service ordered from BellSouth must be Metro Ethernet Premium service equipped with Q-Forwarding. Q- Fonvarding is an optional Metro Ethernet Premium feature that adds support for VLAN tagging to the BellSouth standard Metro Ethernet Premium service. 2. If a Customer already uses a BellSouth Metro Ethernet service that does not include VLAN tagging , (i.e. BellSouth Basic Metro Ethernet service), and one or more of the existing locations desire to add DIA services, then all locations served by that service must be upgraded to the Metro Ethernet Premium service. 3. The CPE equipment effecting the ethernet connection at the Customer Premises to the BellSouth Metro Ethernet service must support VLAN tagging via the 802.1Q protocol. (e.g. a Cisco 2821 router or equivalent). When a Port+Access of Port Only configuration is ordered, the Customer must provide compatible CPE and configure it according to the VLAN tags that will be assigned by BellSouth during the ME DIA provisioning process. Customers providing their own Metro Ethernet transport to the Port Only Service option must purchase rate elements for Premium Fixed Metro Ethernet speeds 10M, 20M, 50M, 100M, 250M, or 500M, plus any additional mileage charges required to connect the customer premise to the closest equipped Metro Ethernet switch Central Office. Customer provided routers must be VLAN-tagging capable for Metro Ethernet DIA service. All dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 9 of 19 Created On: June 28, 2006 CCP-12457 It is recommended that the customer choose different access types (e.g., Frame Relay and Private Line), rather than both the same access types, to improve the level of diversity from the customer premises to the BMF. • Service Level Agreements There is no change to SLAs and Service Level Credits for the following SLAB: • Network Availability - target 100% for Primary Service and 100% for Secondary Service • Backbone Latency - target 100% for Primary Service and 100% for Secondary Service • Packet Loss - target .5% for the Primary Service and .5% for the Secondary Service Customers will be evaluated for SLA qualified events on the Primary Service and SLA qualified events an the Secondary Service. SLA Credits will be calculated on each service, Primary Service and / or the Secondary Service and on the billed amount for each service for the month in which the SLA Credit was earned, whether derived by Bat or usage billing. The Installation Guarantee SLA will be modified as follows: The identified installation interval for the Primary Service and the Secondary Service will be compared, and the longest installation interval will be used to qualify a customer to receive an Installation SLA. If BellSouth has caused the installation date for the longest installation interval to be missed, and the customer has been charged an installation fee, 1 DO% of the installation fee will be refunded. 8) Features IP Addresses The customer can obtain IP addresses from BellSouth or can obtain their own IP addresses from ARIN. The customer may also bring IP addresses previously used from another service providers IF address space with the written permission of that provider. .Although not recommended, a customer may be able to obtain up to 16 Class C address blocks from BellSouth. BellSouth requires the customer to have immediate need for 80% of the addresses requested, and they must be able to justify use of 80% of the addresses at all times. The customers initial request for addresses occurs during the ordering process. To request additional addresses, the customer should contact the BellSouth Business Internet Services Management group, who will gather information and evaluate the request. Adequate utilization of any addresses already issued must be documented before additional addresses will be released. Additional details about IP Addressing can be found at the ARIN web site: http://www.arin.nett Domain Name Registration BellSouth offers DIA customers the option of either registering their new domain name directly with InterNIC, or having BellSouth register the domain name for them. BellSouth will register up to three new, single domain names as pat of the DIA service for new customers during the installation process. Domain Name Service (DNS) Primary DNS service is an optional offering to DIA customers where alphanumeric domain names are mapped to IF addresses, for ease of use for navigating web sites. Secondary DNS mirror the information located on the primary DNS servo, and acts as a backup source of addresses in the event the primary server is unreachable WebStats Web Stats is a Web based customer network reporting feature that allows customer to monitor their historical network usage statistics online. This provides an excellent opportunity for custmnes to visualize the usage and performance or their Internet connection. Web Slats are offered as pan of the standard service for all Frame Relay, Frame Relay MLFR, Mello Ethernet, and Private Line DIA customers. Customers can access statistical information regarding their Internet connection. Network samples are taken every five to fifteen minutes by the network statistics system and rolled up each night to create daily, weekly and monthly reports. These reports are than hosted on a web site (htto7//webstats BellSouth net/mnsn for the customer to view. Intelligent PVC (IPVC) Intelligent PVCs are Frame Relay PVCs that continuously monitor the customer network primary links. If the connectivity from the BellSouth network to the BMF's primary route fails, the PVC will detect the failure. Within 6 to 60 seconds, the Intelligent PVC will detect the outage and automatically reroute service to the secondary router. Once the primary route starts working again, the Intelligent PVC will automatically reroute traffic back to the primary router. The InteN/gent PVC Optional Feature does no guarantee 10095 Internet availdbNNy to the customer. Intelligent PVC, optional feature, will benefit customers by • Provides the customs with BMF router diversity for Internet access • Eliminates added expense of provisioning two kcal access loops • Provides more uptime without a disruption of service Network Address Translation (NAT) NAT, an optional feature for DIA Pot+Access+CPE Services except Port+Access+CPE Diverse Solutions, enables a customersprivate network (non- registered IP addresses) to translate into public address space and connect to the Internet. NAT tables are defined within the Customers Premises Route. NAT benefits customers by: CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 11 of 19 Created On: June 28, 2006 CCP-12457 6) Service Access Transports Frame Relay Access for DIA The Frame Relay access method for DIA is designed to meet customer requirements for Internet connectivity with OSi , DS3, Fractional DS1 , and Fractional DS3. Port Only, Pon+Access (Customer Provided Equipment), and Port+Access+CPE service options are available. Frame Relay service provides a dedicated port connected to a PVC from the customer premises over the BellSouth Frame Relay network to the BMF. Frame Relay Port Only is required to be full Committed Information Rate (CIR). Customers purchasing Port+Access and Port Only Service Options for Frame Relay DS3 and Fractional Frame Relay DS3 must provide Kentrox emulation on customer owned CPE. The Kentrox emulation provides for the °choking" of the 45M when less bandwidth is required (i.e., 6M, 9M, 12M). SMARTRing® service Customers can provision Frame Relay DIA (either Port+Access+CPE or Port+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign SMARTRing SNA and a PLCA if the SMARTRing is from the state tariff, to allow the DIA service to be mapped across the ring. The DIA offer does not include or provide the SMARTRing® service itself. The use of SMARTRing® interfaces replaces a portion of the local loop normally associated with the DIA Port+Access+CPE and Port+Access offers. Availability Frame Relay access to DIA service is available in all tier I and II BMFs. Frame Relay DIA can be ordered using tiered/flat rate billing. For Frame Relay DIA services equal to and above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine If/when facilities are/vrill be available within the target BMF. Multi-Link Frame Relay DIA IMLFRI MLFR DIA is designed for customers who are not served with fiber access facilities (and therefore cannot receive a DS3 circuit) yet their Internet bandwidth requirements exceed that of a single DSI circuk. The service provides the customer with a dedicated connection to the Internet in multiple DS1 (1 .536 Mbps) increments (310, 6M and 9M). MLFR Dedicated Internet Access is available with the Port+Access+CPE Service Option and Pat +Access+CPE over SMARTRing. Availability MLFR DIA can be ordered using tiered/flat rate billing. Private Line DIA Private Line DIA service gives business customers a full-time dedicated connection from their customer premise to the Internet. The customer is corrected to the nearest BellSouth Managed Facility (BMF) directly with a private local loop circuit. Port+Access+CPE , Port+Access+CPE over SMARTRing, Port+Access, Part+Access over SMARTRing, and Pot Only service options are available with Private Line DIA. Unlike Frame Relay, the Private Line access price is based on mileage from the customers premise to the BMF. SMARTRing® service Customers we able to provision Private Line DIA (either Port+Access+CPE or Pot+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign the SMARTRingSNA, and a PICA if the SMARTRing is from the state tariff, to allow BST ISP to purchase interfaces on the ring for the DIA service to ride. This DIA offer does not include or provide the SMARTRing® service itself. The use of SMARTRing® interfaces replaces a portion of the local Imp normally associated with the DIA Port+Access+CPE and Port+Access offers Availability Private Line service is available in most BMFs. Private line can be ordered using either the flat rate or burstable billing method. For Private Line DIA services equal to and above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are/wfll be available within the target BMF. Metro Ethernet DIA (MetroE DIA) This service will enable customers to connect to the Internet at various Metro Ethernet speeds. MetroE DIA is available as Port+Access+CPE, port+Access and Port Only service options. When DIA is used with Metro Ethernet Premium service, packets originating from a particular Customer are identified by use of a Virtual Local Area Network number (VLAN Tag) that is assigned by BellSouth when the service is provisioned. The VLAN tag is embedded in each ethernet packet received from the Customer and serves to identify the source of the packet to BellSouth. The requirement to identify MetroE DIA Customers by VLAN Tag requires that the data transport service connecting to the BMF conform to the following requirements: 1 . The BellSouth Metro Ethernet Service ordered from BellSouth must be Metro Ethernet Premium service equipped with Q-Forwarding. Q- Forwarding is an optional Metro Ethernet Premium feature that adds support for VLAN tagging to the BellSouth standard Metro Ethernet Premium service. 2. If a Customer already uses a BellSouth Metro Ethernet service that does not include VLAN tagging, (i.e. BellSouth Basic Metro Ethernet service), and we or more of the existing locations desire to add DIA services, then all locations served by that service must be upgraded to the Metro Ethernet Premium service. 3. The CPE equipment effecting the ethernet connection at the Customer Premises to the BellSouth Metro Ethernet service must support VLAN tagging via the 802.1Q protocol. (e.g. a Cisco 2821 router or equivalent). When a Part+Access of Port Only configuration is ordered, the Customer must provide compatible CPE and configure it according to the VLAN tags that will be assigned by BellSouth during the ME DIA provisioning process. Customers providing their own Metro Ethernet transport to the Pot Only Service option must purchase rate elements for Premium Fixed Metro Ethernet speeds 10M, 20M, 50M, 100M, 250M, or 500M, plus any additional mileage charges required to connect the customer premise to the closest equipped Metro Ethernet switch Central Office. Customer provided routers most be VLAN-tagging capable for Metro Ethernet DIA service. All dedicated, point-to-point transport services used to provide access to the DIA service are provided As the FCC jurisdiction tariffs. CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 9 of 19 Created On: June 28, 2006 CCP-12457 • Providing some additional security by limiting internal address exposure to the global Internet (specifically, user PCs will not be reachable inbound from the Internet, only statically NATed hosts will be reachable from the Internet). • Allowing for addressing efficiencies and, • Conserving IP addresses Two NAT Models are offered: • Static Address Translation - Customer may establish a many-to-one mapping between local and global address, or Customer may configure Static address translations to the port level, using remaining IP addresses for other translations. In this scenario, only the customers Hosts are mapped and "reachable" from the Internet; the Hosts then communicate with the customer's internal network (PCs). • Port Address Translation (PAT) - (also known as "overload") Customer may map several internal addresses to one. When using PAT, traffic will attempt to engage the original source port; if the source port is fully utilized, PAT will cause the traffic to find the first available port. (same as above) Customers will be limited to the number of IP address on their LAN with NAT translation to a /24 block (254 usable addresses). A customer may request additional IP addresses with NAT translation. Note: The Network Address Translation feature is not supported for DIA Diversity Solutions. Cisco IDS NAT cannot be used with Hot Standby Routing Protocol (HSRP). In DIA Diversity Solutions, HSRP is used in the Customer Premises Equipment (CPE) to allow a fail-over to the secondary CPE router in the event the primary router fails. Packet Filtering With Packet Filtering, BellSouth provides an optional router filter service to all DIA customers. These router filters are configured on the termination router and are generally used to help prevent unwanted traffic from entering or leaving the customers private network. DIA IDS Firewall Dedicated Internet Access Firewall Service (DIA Firewall) is a security-specific offer providing new and eAsting "Port+Access+CPE" DIA Service customers an option to outsource managed security services for network protection and defense against attacks. Security is enabled through an advanced firewall engine with state-of-the-art security features including packet inspection, application-based filtering (conte)d-based access control), per user authentication and authorization, and real-time alerts. For Port+Access DIA customers, the DIA Firewall service is provided through the installation of a certified firewall platform at the customers premise(s) with remote configuration, management, monitoring, and maintenance from BellSouth's Security Operations Center (SOC). DIA Firewall includes: • Provisioning of a certified firewall platform • Installation and configuration (remote) of the firewall platform • 24X7 management and monitoring • Firewall administration and maintenance 24X7 help desk support • Outbound, Inbound/Outbound, a Inbound/Outbound with DMZ directional traffic protection • Implementation of firewall rules-base changes (per level of service) requested by customer There are three DIA Firewall levels of service available to customers. 1 . Basic Firewall a. Internet protection b. Supports Fractional T1 up to DS3 access speeds C. Chace of 0, 1 , 2, 3, 4, or 5 rule-base change requests per year 2. Advanced Firewall a. Bi-Directional protection b. Supports Fractional T1 up to DS3 access speeds C. Choice of 3, 6, 9, 12, 15, or 25 rule-base change requests per year (customer rule-base change requests greater than 25 requires an SRF) d. Choice of up to 10 IF Addresses assigned for hosted servers per year (customer requests for IP Addresses greater than 10 requires an SRF) The diagram below represents the conceptual overview for Basic and Advanced DIA Firewall: u Transport BRIG Global Service Internet Customer Premises BellSouth Equipment Managed Facility 3. Premium Firewall a. Bi-Directional protection, with DMZ b. Supports Fractional T1 up to DS3 access speeds C. Choice of 3, 6, 9, 12, 15, or 25 rule-base change requests per year (customer rule-base change requests greater than 25 requires an SRF) d. Choice of up to 10 IP Addresses assigned for hosted servers per year (customer requests for IP Addresses greater than 10 requires an SRF) CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 12 of 19 Created On : June 28, 2006 CCP-12457 It is recommended that the customer choose different access types (e.g. , Frame Relay and Private Line), rather than both the same access types , to improve the level of diversity from the customer premises to the BMF. a Service Level Agreements There is no change to SLAB and Service Level Credits for the following SLAB: • Network Availability - target 100% for Primary Service and 100% for Secondary Service • Backbone Latency - target 100% for Primary Service and 100% for Secondary Service • Packet Loss - target .5% for the Primary Service and .5% for the Secondary Service Customers will be evaluated for SLA qualified events on the Primary Service and SLA qualified events on the Secondary Service. SLA Credits will be calculated on each service, Primary Service and I or the Secondary Service and on the billed amount for each service for the month in which the SLA Credit was earned, whether derived by Flat or usage billing. The Installation Guarantee SLA will be modified as follows: The identified installation interval for the Primary Service and the Secondary Service will be compared, and the longest installation interval will be used to qualify a customer to receive an Installation SLA. If BellSouth has caused the installation date for the longest installation interval to be missed, and the customer has been charged an installation fee, 100% of the installation fee will be refunded. 8) Features IP Addresses The customer can obtain IP addresses from BellSouth or can obtain their own IP addresses from ARIN. The customer may also bring IP addresses previously used from another service provider's IP address space with the written permission of that provider. Although not recommended, a customer may be able to obtain up to 16 Class C address blocks from BellSouth. BellSouth requires the customer to have immediate need for 80% of the addresses requested, and they must be able to justify use of 80% of the addresses at all times. The customers initial request for addresses occurs during the ordering process. To request additional addresses, the customer should contact the BellSouth Business Internet Services Management group, who will gather information and evaluate the request. Adequate utilization of any addresses already issued must be documented before additional addresses will be released. Additional details about IP Addressing can be found at the ARIN web site: fdtp:llwviw.ann.neU Domain Name Registration BellSouth offers DIA customers the option of either registering their new domain name directly with InterNIC, or having BellSouth register the domain name for them. BellSouth will register up to three new, single domain names as part of the DIA service for new customers during the installation process. Domain Name Service (DNS) Primary DNS service is an optional offering to DIA customers where alphanumeric domain names are mapped to IP addresses, for ease of use for navigating web sites. Secondary DNS minors the information located on the primary DNS server, and sets as a backup source of addresses in the event the primary server is unreachable WebStats Web Slats is a Web based customer network reporting feature that allows customer to monitor their historical network usage statistics online. This provides an excellent opportunity for customers to visualize the usage and performance of their Internet connection. Web Stats are offered as part of the standard service for all Frame Relay, Frame Relay MLFR, Metro Ethemet, and Private Line DIA customers. Customers can access statistical information regarding their Internet connection. Network samples are taken every five to fifteen minutes by the network statistics system and rolled up each night to create daily, weekly and monthly reports. These reports are then hosted on a web site (hftpAvebstats.SeliSouth.netimnsf) for the customer to view. Intelligent PVC (IPVC) Intelligent PVCs are Frame Relay PVCs that continuously monitor the customer network primary links. If the connectivity from the BellSouth network to the BMF's primary router fails, the PVC will detect the failure. Within 6 to 60 seconds , the Intelligent PVC will detect the outage and automatically reroute service to the secondary router. Once the primary router starts working again, the Intelligent PVC will automatically reroute traffic back to the primary router. The Inteffigent PVC Optional Feature does not guarantee 100.0/ Internet avaflability to the customer. Intelligent PVC, optional feature, will benefit customers by Provides the customer with BMF router diversity for Internet seems • Eliminates added expense of provisioning two local access loops • Provides more uptime without a disruption of service Network Address Translation (NAT) NAT, an optional feature for DIA Port+Access+CPE SeMces except Port+Access+CPE Diverse Solutions, enables a customer's private network (non- registered IF addresses) to translate into public address space and connect to the Internet. NAT tables are defined within the Customers Premises Router. NAT benefits customers by: CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 0812005 Page 11 of 19 Created On: June 28, 2006 CCP-12457 Availability A Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities arefwill be available within the target BMF. A SAC is required for all MetroE DIA orders. Metro Ethernet DIA Service can be ordered using either tiered/flat rate billing. Burstable billing is not available at this time. Asynchronous Transfer Mode (ATM) DIA Asynchronous Transfer Mode (ATM) access method for DIA is designed to meet the requirements for Internet connectivity for customers who have existing ATM networks. The Port+Access+CPE and Port+Access options are not available for ATM DIA; the customer must obtain their own ATM circuit separately, and BellSouth's DIA service will map an ATM Port Only across that circuit. ATM is only available with Burstable billing . These services require an existing ATM connection from the customer premise over the BellSouth ATM network to the BMF. Availability ATM DIA is available in many BMF's, but must be checked before service order. For ATM DIA services equal to or above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are/will be available within the target BMF. DIA Service Access Suitability Examples Access Best Suited For Frame Relay Mission Critical file transfers • Connectivity for LANs, WANs, web servers, email servers • Companies looking for scalability Bursty Data applications Private Line File transfers where high security is needed Web servers connectivity with high multi-media content ATM Customers with existing ATM networks Metro Ethernet • Large file transfers • Non-mission critical applications Distance Learning 7) DIA Diversity Solutions To better serve some customers' needs, Dedicated Internet Access (DIA) customers may now purchase a Diversity Solution Product to enhance diversity (redundancy) at specific assignments and attributes for their Internet access. Diverse Solutions are designed for customers who have a need for continuous 1 fault tolerant Internet Access. While Diversity Solutions will increase the likelihood of non-interrupted Internet Access, this product cannot guarantee continuous and non-interrupted 100% Internet Access availability. Diversity Solutions are designed to provide customers with a Primary Access Solution to the Internet that will automatically fail-over to a Secondary Access Solution to the Internet should a trouble on the Primary Service interrupt the customer's connectivity. a) Diversity Options BellSouth Router Diversity Solution provides the customer two distinct DIA circuits achieving Internet connectivity, through access to (1 ) a router in a BMF (BellSouth Managed Facility) in case of the Primary Circuit, and (2) a different router in the same BMF in the case of the Secondary Circuit. Traffic will be routed / managed based on weighted static routes to the same BMF on the Diverse Routers. With this option, there will only be one router located at the customer premise, but the circuit will connect in thru diverse routers at the BMF. BellSouth Router Diversity Solution provides one router at the customer's location, if purchased in the Port+Access+CPE service type. The customer may provide a second router. Reuter ®rima, Router Customer ; 91,1F Reuter secondary Router Service Types The customer's primary circuit and secondary circuit have to be the same DIA Service Type. It means that both circuits will have to be Port+Access+CPE, Port+Access or Port Only Service Type. • Service Speeds The customer's primary circuit and secondary circuit do not have to be the same size; however, it is recommended that the secondary circuit be at least one half the size of the primary circuit. The customer should size the secondary (fail over) circuit so that the secondary circuit is able to send 1 receive all critical traffic in the event the primary service is down. The Secondary Circuit, in all cases, must be less than or equal to the Primary Circuit. • Service Transport CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 0812005 Page 10 of 19 Created On: June 28, 2006 CCP-12457 6) Service Access Transports Frame Relay Access for DIA The Frame Relay access method for DIA is designed to meet customer requirements for Internet connectivity with DS1 , DS3, Fractional DS1 , and Fractional DS3. Port Only, Port+Access (Customer Provided Equipment), and Port+Access+CPE service options are available. Frame Relay service provides a dedicated port connected to a PVC from the customer premises over the BellSouth Frame Relay network to the BMF. Frame Relay Port Only is required to be full Committed Information Rate (CIR). Customers purchasing Port+Access and Port Only Service Options for Frame Relay DS3 and Fractional Frame Relay DS3 must provide Kentrox emulation on customer owned CPE. The Kentrox emulation provides for the °choking" of the 45M when less bandwidth is required (i.e. , 6M, 9M , 12M). SMARTRingOO service Customers can provision Frame Relay DIA (either Port+Access+CPE or Pat+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign SMARTRing SNA and a PLCA if the SMARTRing is from the state tariff, to allow the DIA service to be mapped across the ring. The DIA offer does not include or provide the SMARTRing® service itself. The use of SMARTRing® interfaces replaces a portion of the local loop normally associated with the DIA Port+Access+CPE and Pat+Access offers. Availability Frame Relay access to DIA service is available in all tier 1 and II BMF's. Frame Relay DIA can be ordered using tiered/flat rate billing. For Frame Relay DIA services equal to and above 12Mbps , a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are/will be available within the target BMF. Multi-Link Frame Relay DIA (MLFR) MLFR DIA is designed for customers who are not served with fiber access facilities (and therefore cannot receive a DS3 circuit) yet their Internet bandwidth requirements exceed that of a single DS1 circuit. The service provides the customer with a dedicated connection to the Internet in multiple DS1 (1 .536 Mbps) increments (3M, 6M and 9M). MLFR Dedicated Internet Access is available with the Port+Access+CPE Service Option and Port +Access+CPE over SMARTRing. Availability MLFR DIA can be ordered using tierediflat rate billing. Private Line DIA Private Line DIA service gives business customers a full-time dedicated connection from their customer premise to the Internet. The customer is connected to the nearest BellSouth Managed Facility (BMF) directly with a private local loop circuit. Port+Access+CPE , Port+Access+CPE over SMARTRing, Port+Access, Port+Access over SMARTRing, and Port Only service options are available with Private Line DIA. Unlike Frame Relay, the Private Line access price is based on mileage from the customer's premise to the BMF. SMARTRing® service Customers are able to provision Private Line DIA (either Port+Access+CPE or Port+Access Service options) over their existing SMARTRing® service. The SMARTRing® service requires a Shared Network Agreement (SNA). The customer must sign the SMARTRingSNA, and a PLCA if the SMARTRing is from the state tariff, to allow BST ISP to purchase interfaces on the ring for the DIA service to ride. This DIA offer does not include or provide the SMARTRing® service Itself. The use of SMARTRing® interfaces replaces a portion of the Iceal Imp normally associated with the DIA Port+Access+CPE and Port+Access offers Availability Private Line service is available in most BMF's. Private line can be ordered using either the flat rate or burstable billing method. For Private Line DIA services equal to and above 12Mbps, a Service Availability Check (SAC) will be conducted during the pre-sales process to determine if/when facilities are'will be available within the target BMF. Metro Ethernet DIA (MetroE DIA) This service will enable customers to connect to the Internet at various Metro Ethernet speeds. MetroE DIA is available as Port+Access+CPE, Port+Access and Port Only service options. When DIA is used with Metro Ethernet Premium service, packets originating from a particular Customer are identified by use of a Virtual Local Area Network number (VLAN Tag) that is assigned by BellSouth when the service is provisioned. The VLAN tag is embedded in each ethernet packet received from the Customer and serves to identify the source of the packet to BellSouth. The requirement to identify MetroE DIA Customers by VLAN Tag requires that the data transport service connecting to the BMF conform to the following requirements: 1 . The BellSouth Metro Ethernet Service ordered from BellSouth must be Metro Ethernet Premium service equipped with Q-Forwarding. Q- Fonvarding is an optional Metro Ethernet Premium feature that adds support for VLAN tagging to the BellSouth standard Metro Ethernet Premium service. 2. If a Customer already uses a BellSouth Metro Ethernet service that does not include VLAN tagging , (i.e. BellSouth Basic Metro Ethernet service), and one or more of the existing locations desire to add DIA services, then all locations served by that service must be upgraded to the Metro Ethernet Premium service. 3. The CPE equipment effecting the ethernet connection at the Customer Premises to the BellSouth Metro Ethernet service must support VLAN tagging via the 802.1Q protocol. (e.g. a Cisco 2821 router or equivalent). When a Port+Access of Port Only configuration is ordered, the Customer must provide compatible CPE and configure it according to the VLAN tags that will be assigned by BellSouth during the ME DIA provisioning process. Customers providing their own Metro Ethernet transport to the Port Only Service option must purchase rate elements for Premium Fixed Metro Ethernet speeds 10M, 20M, 50M, 100M, 250M, or 500M, plus any additional mileage charges required to connect the customer premise to the closest equipped Metro Ethernet switch Central Office. Customer provided routers must be VLAN-tagging capable for Metro Ethernet DIA service. All dedicated, point-to-point transport services used to provide access to the DIA service are provided via the FCC jurisdiction tariffs. CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 9 of 19 Created On: June 28, 2006 CCP-12457 NOMINEES The diagram below represents the conceptual overview for Premium DIA Firewall with DMZ: ....... ..... .... . ... i..... .... .. .... .... Transport Global Service 3 Internet Customer Prem ses BellSouth Equipment Managed Cisco IDS Firewall Facility DIA JOS Firewall will follow the same Customer Support processes defined for DIA. The Welcome letter sent to each customer provides additional details about DIA JOS Monitoring and Management ter) Professional Services 1 . Additional Fees. From time to time, customers may request services that are beyond the scope of the standard service offering. These services range from, but are not limited to, service expedites, non-business hour installs (i.e. Saturday, Sunday, holiday or evenings from 5:00 P.M. to 8:30 A.M. the next day), LANIWAN design and troubleshooting, application troubleshooting, router configuration services etc. When feasible, BellSouth may assist the customer in fulfilling these requests on a fee for service arrangement in accordance with our standard Professional Service Fees. BellSouth's hourly billing rates for Professional Services range between $125 and $250 par hour depending on the type and scope of work. The customer may also be required to pay additional fees to cover the amount of additional costs incurred by BellSouth resulting from the customer's special requests . Such costs may include, but are not limited to, equipment and expedited shipping charges. 2. Charges. If charges apply for additional services requested by the customer, they will be disclosed to the customer via verbal or written notification prior to performing any work. As necessary, a statement of wok may also be provided defining the services and deliverables to the customer. 11) Service Level Agreements (SLAB) 1 . Getseral. BellSouth intends to provide its services such that the Services will perform in a manner consistent with the objectives set forth in this document. If BellSouth fails to perform its services such that any of the following SLAB are not met, the sole obligation of BellSouth and the Customers sole remedies shall be for BellSouth to use commercially reasonable efforts to effectuate a repair of the Services and for BellSouth to provide the credits, if any, specified below. 2. Network Availability, (a) "Network Availability' is the percentage of total minutes during a calendar month that the Services are available to the Customer. Network Availability is calculated as follows: Network Availability = f(Minutes in a month) - fTotal outage minutesll (Minutes in a month) The Services shall be deemed to be "unavailable" whenever an outage is recorded on a BellSouth trouble ticket classified as "majoe' o "critical" by BellSouth's Network Operations Center which results in Customer not having the ability to transmit or receive packets by means of the Services, and 'ictal Outage Minutes" shall be deemed to be the length of time during which the Services are unavailable to the Customer, as reflected on such trouble tickets. "Total outage minutes" shall not include any outages (i) occurring during scheduler) maintenance activities; (if) attributable to any act or omission of Customer; (iii) attributable to Customers applications, equipment or facilities; (iv) resulting from reason of Force Majeure or other causes beyond the reasonable control of BellSouth; or (iv) lasting ten minutes or less. (b) The objective for Network Availability is 100%. For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customer's subsequent monthly invoice(s), equal to V30th of the monthly recurring charges for the affected Services (i.e., the portion(s) of the Services directly made unavailable as a result of the outage(s) in question) for each cumulative hour or portion thereof during which such Services are unavailable to the Customer (subject to the limitations set forth herein). Unavailability and credits will be prorated and paid in 15-minute increments. 3. Mean Time to Reoair. "Mean Time to Repair is the monthly average time over any calendar month it takes for BellSouth to resolve any outage problem classified as "major or "critical" by BellSouth's Network Operations Center. Mean Time to Repair is calculated as follows: Mean Time to Repair = Total outage minutes Total outage occurrences The objective for Mean Time to Repair is not to exceed four (4) hours. This objective will be measured and reported but the Customer will not receive a credit if the objective is not met. 4. Installation Date. (a) "Installation Date" is the actual date that the Services are made available to the Customer. The Installation Date shall not be deemed missed due to installation delays attributable to (i) reasons of Force Majeure or other causes beyond the reasonable control of BellSouth; or (ii) Customer's applications, equipment or facilities. All expedited installation requests do not qualify for this installation SLA. CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT W RITTEN PERMISSION Version: 0812005 Page 13 of 19 Created On: June 28, 2006 CCP-12457 (b) The objective for the Installation Date is to be on or before the target date committed to by BellSouth, as reflected on BellSouth's service management records. For any installation for which the objective is not met (other than for the reasons set forth above) Customer will receive a credit, which may be applied towards Customer's subsequent monthly invoice(s), equal to 100% of the installation charges (if any) otherwise payable by the Customer for the Services. 5. Latency. (a) "Average Latency' is the monthly average round-trip latency of designated portions of BellSouth's network, determined by measuring round-trip network responses Over such portions of the network as determined by BellSouth. The objective for Average Latency is to not be greater than 55 milliseconds . For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Services . Network delay will not be considered for purposes of Average Latency, and Service credits will not be available to Customer, in cases where the Services are delayed as a result of (i) the negligence, acts or omissions of Customer, its employees, contractors or agents or its end users; (ii) the failure a malfunction of testing equipment, applications or systems; (iii) circumstances or causes beyond the control of BellSouth, including instances of Force Majeure; or (iv) scheduled service maintenance, alteration, or implementation. Such credits will be granted only if Customer affords BellSouth full and free access to Customers equipment to perform necessary testing, troubleshooting or related activities. 6. Packet Loss. (a) "Average Packet Loss" is the monthly average round-trip packet loss of designated portions of BellSouth's network, determined by measuring round-trip network responses over such portions of the network as determined by BellSouth . The objective for Average Packet Loss is to not be greater than 0.5%. For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customers monthly invoice, equal to 1 /30th of the monthly recurring charges for the Services . Packet loss will not be considered for purposes of Average Packet Loss, and Service credits will not be available to Customer, in cases where packets are lost as a result of (i) the negligence, acts or omissions of Customer, its employees , contractors or agents or its end users; (ii) the failure or malfunction of testing equipment, applications or systems; (iii) circumstances or causes beyond the control of BellSouth, including instances of Force Majeure; or (iv) scheduled service maintenance, alteration, or implementation. Such credits will be granted only if Customer affords BellSouth full and free access to Customers equipment to perform necessary testing, troubleshooting or related activities. Other Terms and Conditions Customer should anticipate receiving any applicable credit within 2 billing cycles after the month in which the SLA objective was missed. If Customer believes a credit should have been applied but was not, Customer must request credits within 120 days after the date of the report from BellSouth giving notice that an SLA objective was missed and that a credit is being issued. The total credits payable for SLA objectives (other than the Installation Date SLA) missed during any one-month period shall not exceed the total monthly recurring charges for the Services in that month. 7. Force Maieure Force Majeure is defined as including war, riots, embargoes, strikes, or other concerted acts of workers (whether BellSouth's or others), casualties or accidents, malicious or criminal acts of third parties, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing, which prevent or hinder the delivery of the Services). CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE W ITHOUT W RITTEN PERMISSION Version: 0812005 Page 14 of 19 Created On: June 28, 2006 CCP-12457 It is recommended that the customer choose different access types (e.g., Frame Relay and Private Line), rather than both the same access types, to improve the level of diversity from the customer premises to the BMF. • Service Level Agreements There is no change to SLAs and Service Level Credits for the following SLAB: • Network Availability - target 100% for Primary Service and 100% for Secondary Service • Backbone Latency - target 100% for Primary Service and 100% for Secondary Service • Packet Loss - target .5% for the Primary Service and .5% for the Secondary Service Customers will be evaluated for SLA qualified events on the Primary Service and SLA qualified events an the Secondary Service. SLA Credits will be calculated on each service, Primary Service and / or the Secondary Service and on the billed amount for each service for the month in which the SLA Credit was earned, whether derived by Bat or usage billing. The Installation Guarantee SLA will be modified as follows: The identified installation interval for the Primary Service and the Secondary Service will be compared, and the longest installation interval will be used to qualify a customer to receive an Installation SLA. If BellSouth has caused the installation date for the longest installation interval to be missed, and the customer has been charged an installation fee, 1 DO% of the installation fee will be refunded. 8) Features IP Addresses The customer can obtain IP addresses from BellSouth or can obtain their own IP addresses from ARIN. The customer may also bring IP addresses previously used from another service providers IF address space with the written permission of that provider. .Although not recommended, a customer may be able to obtain up to 16 Class C address blocks from BellSouth. BellSouth requires the customer to have immediate need for 80% of the addresses requested, and they must be able to justify use of 80% of the addresses at all times. The customers initial request for addresses occurs during the ordering process. To request additional addresses, the customer should contact the BellSouth Business Internet Services Management group, who will gather information and evaluate the request. Adequate utilization of any addresses already issued must be documented before additional addresses will be released. Additional details about IP Addressing can be found at the ARIN web site: http://www.arin.nett Domain Name Registration BellSouth offers DIA customers the option of either registering their new domain name directly with InterNIC, or having BellSouth register the domain name for them. BellSouth will register up to three new, single domain names as pat of the DIA service for new customers during the installation process. Domain Name Service (DNS) Primary DNS service is an optional offering to DIA customers where alphanumeric domain names are mapped to IF addresses, for ease of use for navigating web sites. Secondary DNS mirror the information located on the primary DNS servo, and acts as a backup source of addresses in the event the primary server is unreachable WebStats Web Stats is a Web based customer network reporting feature that allows customer to monitor their historical network usage statistics online. This provides an excellent opportunity for custmnes to visualize the usage and performance or their Internet connection. Web Slats are offered as pan of the standard service for all Frame Relay, Frame Relay MLFR, Mello Ethernet, and Private Line DIA customers. Customers can access statistical information regarding their Internet connection. Network samples are taken every five to fifteen minutes by the network statistics system and rolled up each night to create daily, weekly and monthly reports. These reports are than hosted on a web site (htto7//webstats BellSouth net/mnsn for the customer to view. Intelligent PVC (IPVC) Intelligent PVCs are Frame Relay PVCs that continuously monitor the customer network primary links. If the connectivity from the BellSouth network to the BMF's primary route fails, the PVC will detect the failure. Within 6 to 60 seconds, the Intelligent PVC will detect the outage and automatically reroute service to the secondary router. Once the primary route starts working again, the Intelligent PVC will automatically reroute traffic back to the primary router. The InteN/gent PVC Optional Feature does no guarantee 10095 Internet availdbNNy to the customer. Intelligent PVC, optional feature, will benefit customers by • Provides the customs with BMF router diversity for Internet access • Eliminates added expense of provisioning two kcal access loops • Provides more uptime without a disruption of service Network Address Translation (NAT) NAT, an optional feature for DIA Pot+Access+CPE Services except Port+Access+CPE Diverse Solutions, enables a customersprivate network (non- registered IP addresses) to translate into public address space and connect to the Internet. NAT tables are defined within the Customers Premises Route. NAT benefits customers by: CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 11 of 19 Created On: June 28, 2006 CCP-12457 The diagram below represents the conceptual overview for Premium DIA Firewall with DMZ: u Transport BRIB Global Service Intemat Customer Premises BellSouth Equipment Managed Cisco 108 Firewall Facility DIA IDS Firewall will follow the same Customer Support processes defined for DIA. The Welcome letter sent to each customer provides additional details about DIA IDS Monitoring and Management 10) Professional Services 1 . Additional Fees. From time to time, customers may request services that are beyond the scope of the standard service offering. These services range from, but are not limited to, service expedites, non-business hour installs (i.e. Saturday, Sunday, holiday or evenings from 5:00 P.M. to 8:30 A.M. the next day), LANIWAN design and troubleshooting, application troubleshooting, router configuration services etc. When feasible, BellSouth may assist the customer in fulfilling these requests on a fee for service arrangement in accordance with our standard Professional Service Fees. BellSouth's hourly billing rates fix Professional Services range between $125 and $250 per hour depending on the type and scope of work. The customer may also be required to pay additional fees to cover the amount of additional costs incurred by BellSouth resulting from the customer's special requests. Such costs may include, but are not limited to, equipment and expedited shipping charges. 2. Charges. If charges apply for additional services requested by the customer, they will be disclosed to the customer via verbal or written notification prior to performing any work. As necessary, a statement of work may also be provided defining the services and deliverables to the customer. 11 ) Service Level Agreements (SLAB) 1 . General. BellSouth intends to provide its services such that the Services will perform in a manner consistent with the objectives set forth in this document. If BellSouth fails to perform its services such that any of the following SLAB are not met, the sole obligation of BellSouth and the Customer's sole remedies shall be for BellSouth to use commercially reasonable efforts to effectuate a repair of the Services and for BellSouth to provide the credits, if any, specified below. 2. Network Availability. (a) "Network Availability" is the percentage of total minutes during a calendar month that the Services are available to the Customer. Network Availability is calculated as follows: Network Availability = f(Minutes in a month) - (Total outage minutes)) (Minutes in a month) The Services shall be deemed to be "unavailable" whenever an outage is recorded on a BellSouth trouble ticket classified as "major" or "critical" by BellSouth's Network Operations Center which results in Customer not having the ability to transmit or receive packets by means of the Services, and "Total Outage Minutes" shall be deemed to be the length of time during which the Services are unavailable to the Customer, as reflected on such trouble tickets. 'Total outage minutes" shall not include any outages (i) occurring during scheduled maintenance activities; (it) attributable to any act or omission of Customer; (iii) attributable to Customer's applications, equipment or facilities; (iv) resulting from reasons of Force Majeure or other causes beyond the reasonable control of BellSouth; or IN) lasting ten minutes or less. (b) The objective for Network Availability is 100%. For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customer's subsequent monthly invoice(s), equal to 1130th of the monthly recurring charges for the affected Services (i.e., the portion(s) of the Services directly made unavailable as a result of the outage(s) in question) for each cumulative hour or potion thereof during which such Services are unavailable to the Customer (subject to the limitations set forth herein). Unavailability and credits will be prorated and paid in 15-minute increments. 3. Mean Time to Reoair. "Mean Time to Repair" is the monthly average time over any calendar month it takes for BellSouth to resolve any outage problem classified as "major" or "critical" by BellSouth's Network Operations Center. Mean Time to Repair is calculated as follows: Mean Time to Repair = Total outage minutes Total outage occurrences The objective for Mean Time to Repair is not to exceed four (4) hours. This objective will be measured and reported but the Customer will not receive a credit if the objective is not met. 4. Installation Date. (a) "Installation Date" is the actual date that the Services are made available to the Customer. The Installation Date shall not be deemed missed due to installation delays attributable to (i) reasons of Force Majeure or other causes beyond the reasonable control of BellSouth; or (ii) Customer's applications, equipment or facilities. All expedited installation requests do not qualify for this installation SLA. CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 082005 Page 13 of 19 Created On: June 28, 2006 CCP-12457 BELLSOUTH Addendum to Master Contract for Indian River County Library BellSouth Business Services Master Agreement # CPG-11097 Quote # BBS051201133248 Term The undersigned Customer hereby orders from BellSouth Business Systems, Inc on behalf of BellSouth Telecommunications, Inc. ("BellSouth") the BellSouth Business Services of the type, at the location and for the prices and term specified in this Addendum and its related Addendum Detail Form(s) (collectively, this "Addendum"). BellSouth Business Service is provided, and this Addendum is submitted, subject to and in accordance With BellSouth Business Services Master Agreement, and all applicable acceptable use policies. This Addendum is valid only when accepted by an authorized representative of BellSouth. The term of the Service begins upon completion of installation and activation by BellSouth, unless terminated earlier as set forth herein or in accordance with the provisions set forth in the BellSouth Business Services Master Agreement. This Contract 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 Contract at least sixty (60) days prior to the expiration of the initial term or each additional one- yearterm . Additional Terms and Conditions 1 . Pre-qualification does not guarantee service availability at the installation location. Although Customer's line pre-qualified for Service there are circumstances beyond BellSouth's control that may result in Customer's inability to receive this Service. Some of these limitations are not detectable until BellSouth's installers are at Customer's location and attempt installation of the Service. If it is determined that BellSouth is unable to install this Service, Customer will not incur any charges associated with the attempted provisioning of Service for the affected location(s) . 2. If Customer cancels its Services or any portion thereof, or has its Services or any portion thereof terminated pursuant to Section 12(a) or 12(b) of the BellSouth Business Services Master Agreement, prior to the expiration of the minimum term selected herein, Customer shall be obligated to pay BellSouth a termination charge equal to 50% of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such termination had not occurred. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation. 3. If Customer cancels installation of the Services, or part of a service order, before the installation due date, Customer shall be obligated to pay BellSouth cancellation charges equal to 50% of all the standard nonrecurring charges associated With the order, or that part of the order being Cancelled . 4. Customer may incur additional charges in the event BellSouth has to build out additional facilities in Addendum to provision Customer's Services. Customer will be notified of such additional charges and may terminate the Services without incurring cancellation charges. 5. This Addendum may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Party's signature to this Addendum and Orders hereunder Will be deemed an original and the best evidence thereof for all purposes, including, without limitation , all evidentiary purposes before any arbitrator, court or other adjudicatory authority. 6. CUSTOMER HAS READ AND AGREES TO BE BOUND BY THIS ADDENDUM , INCLUDING THE APPLICABLE ADDENDUM DETAIL FORM (S) AND THE BELLSOUTH BUSINESS SERVICES MASTER AGREEMENT AND RATE SCHEDULES, AND ALL APPLICABLE ACCEPTABLE USE POLICIES, ALL OF WHICH REPLACE AND SUPERSEDE ANY OTHER NEGOTIATIONS, AGREEMENTS, PROPOSALS AND COMMUNICATIONS (ORAL OR WRITTEN) RELATING TO THE SERVICES LISTED OR DESCRIBED ON THIS ADDENDUM AND SHALL PREVAIL OVER ANY ADDITIONAL OR CONFLICTING TERMS IN ANY PURCHASE ADDENDUM , INVOICE, ACKNOWLEDGMENT OR OTHER SIMILAR DOCUMENT ISSUED BY CUSTOMER. CONFIDENTIALIPROPRIETARY — NQT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 12/2005 Page 15 of 19 Customer InRials: Created On: June 28, 2006 CCP-12457 Date: • Providing some additional security by limiting internal address exposure to the global Internet (specifically, user PCs will not be reachable inbound from the Internet, only statically NATed hosts will be reachable from the Internet). • Allowing for addressing efficiencies and, • Conserving IP addresses Two NAT Models are offered: • Static Address Translation - Customer may establish a many-to-one mapping between local and global address, or Customer may configure Static address translations to the port level, using remaining IP addresses for other translations. In this scenario, only the customers Hosts are mapped and "reachable" from the Internet; the Hosts then communicate with the customer's internal network (PCs). • Port Address Translation (PAT) - (also known as "overload") Customer may map several internal addresses to one. When using PAT, traffic will attempt to engage the original source port; if the source port is fully utilized, PAT will cause the traffic to find the first available port. (same as above) Customers will be limited to the number of IP address on their LAN with NAT translation to a /24 block (254 usable addresses). A customer may request additional IP addresses with NAT translation. Note: The Network Address Translation feature is not supported for DIA Diversity Solutions. Cisco IDS NAT cannot be used with Hot Standby Routing Protocol (HSRP). In DIA Diversity Solutions, HSRP is used in the Customer Premises Equipment (CPE) to allow a fail-over to the secondary CPE router in the event the primary router fails. Packet Filtering With Packet Filtering, BellSouth provides an optional router filter service to all DIA customers. These router filters are configured on the termination router and are generally used to help prevent unwanted traffic from entering or leaving the customers private network. DIA IDS Firewall Dedicated Internet Access Firewall Service (DIA Firewall) is a security-specific offer providing new and eAsting "Port+Access+CPE" DIA Service customers an option to outsource managed security services for network protection and defense against attacks. Security is enabled through an advanced firewall engine with state-of-the-art security features including packet inspection, application-based filtering (conte)d-based access control), per user authentication and authorization, and real-time alerts. For Port+Access DIA customers, the DIA Firewall service is provided through the installation of a certified firewall platform at the customers premise(s) with remote configuration, management, monitoring, and maintenance from BellSouth's Security Operations Center (SOC). DIA Firewall includes: • Provisioning of a certified firewall platform • Installation and configuration (remote) of the firewall platform • 24X7 management and monitoring • Firewall administration and maintenance 24X7 help desk support • Outbound, Inbound/Outbound, a Inbound/Outbound with DMZ directional traffic protection • Implementation of firewall rules-base changes (per level of service) requested by customer There are three DIA Firewall levels of service available to customers. 1 . Basic Firewall a. Internet protection b. Supports Fractional T1 up to DS3 access speeds C. Chace of 0, 1 , 2, 3, 4, or 5 rule-base change requests per year 2. Advanced Firewall a. Bi-Directional protection b. Supports Fractional T1 up to DS3 access speeds C. Choice of 3, 6, 9, 12, 15, or 25 rule-base change requests per year (customer rule-base change requests greater than 25 requires an SRF) d. Choice of up to 10 IF Addresses assigned for hosted servers per year (customer requests for IP Addresses greater than 10 requires an SRF) The diagram below represents the conceptual overview for Basic and Advanced DIA Firewall: u Transport BRIG Global Service Internet Customer Premises BellSouth Equipment Managed Facility 3. Premium Firewall a. Bi-Directional protection, with DMZ b. Supports Fractional T1 up to DS3 access speeds C. Choice of 3, 6, 9, 12, 15, or 25 rule-base change requests per year (customer rule-base change requests greater than 25 requires an SRF) d. Choice of up to 10 IP Addresses assigned for hosted servers per year (customer requests for IP Addresses greater than 10 requires an SRF) CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 08/2005 Page 12 of 19 Created On : June 28, 2006 CCP-12457 It is recommended that the customer choose different access types (e.g. , Frame Relay and Private Line), rather than both the same access types , to improve the level of diversity from the customer premises to the BMF. a Service Level Agreements There is no change to SLAB and Service Level Credits for the following SLAB: • Network Availability - target 100% for Primary Service and 100% for Secondary Service • Backbone Latency - target 100% for Primary Service and 100% for Secondary Service • Packet Loss - target .5% for the Primary Service and .5% for the Secondary Service Customers will be evaluated for SLA qualified events on the Primary Service and SLA qualified events on the Secondary Service. SLA Credits will be calculated on each service, Primary Service and I or the Secondary Service and on the billed amount for each service for the month in which the SLA Credit was earned, whether derived by Flat or usage billing. The Installation Guarantee SLA will be modified as follows: The identified installation interval for the Primary Service and the Secondary Service will be compared, and the longest installation interval will be used to qualify a customer to receive an Installation SLA. If BellSouth has caused the installation date for the longest installation interval to be missed, and the customer has been charged an installation fee, 100% of the installation fee will be refunded. 8) Features IP Addresses The customer can obtain IP addresses from BellSouth or can obtain their own IP addresses from ARIN. The customer may also bring IP addresses previously used from another service provider's IP address space with the written permission of that provider. Although not recommended, a customer may be able to obtain up to 16 Class C address blocks from BellSouth. BellSouth requires the customer to have immediate need for 80% of the addresses requested, and they must be able to justify use of 80% of the addresses at all times. The customers initial request for addresses occurs during the ordering process. To request additional addresses, the customer should contact the BellSouth Business Internet Services Management group, who will gather information and evaluate the request. Adequate utilization of any addresses already issued must be documented before additional addresses will be released. Additional details about IP Addressing can be found at the ARIN web site: fdtp:llwviw.ann.neU Domain Name Registration BellSouth offers DIA customers the option of either registering their new domain name directly with InterNIC, or having BellSouth register the domain name for them. BellSouth will register up to three new, single domain names as part of the DIA service for new customers during the installation process. Domain Name Service (DNS) Primary DNS service is an optional offering to DIA customers where alphanumeric domain names are mapped to IP addresses, for ease of use for navigating web sites. Secondary DNS minors the information located on the primary DNS server, and sets as a backup source of addresses in the event the primary server is unreachable WebStats Web Slats is a Web based customer network reporting feature that allows customer to monitor their historical network usage statistics online. This provides an excellent opportunity for customers to visualize the usage and performance of their Internet connection. Web Stats are offered as part of the standard service for all Frame Relay, Frame Relay MLFR, Metro Ethemet, and Private Line DIA customers. Customers can access statistical information regarding their Internet connection. Network samples are taken every five to fifteen minutes by the network statistics system and rolled up each night to create daily, weekly and monthly reports. These reports are then hosted on a web site (hftpAvebstats.SeliSouth.netimnsf) for the customer to view. Intelligent PVC (IPVC) Intelligent PVCs are Frame Relay PVCs that continuously monitor the customer network primary links. If the connectivity from the BellSouth network to the BMF's primary router fails, the PVC will detect the failure. Within 6 to 60 seconds , the Intelligent PVC will detect the outage and automatically reroute service to the secondary router. Once the primary router starts working again, the Intelligent PVC will automatically reroute traffic back to the primary router. The Inteffigent PVC Optional Feature does not guarantee 100.0/ Internet avaflability to the customer. Intelligent PVC, optional feature, will benefit customers by Provides the customer with BMF router diversity for Internet seems • Eliminates added expense of provisioning two local access loops • Provides more uptime without a disruption of service Network Address Translation (NAT) NAT, an optional feature for DIA Port+Access+CPE SeMces except Port+Access+CPE Diverse Solutions, enables a customer's private network (non- registered IF addresses) to translate into public address space and connect to the Internet. NAT tables are defined within the Customers Premises Router. NAT benefits customers by: CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 0812005 Page 11 of 19 Created On: June 28, 2006 CCP-12457 ACCEPTANCE OF ANY ADDENDUM BY BELLSOUTH IS SUBJECT TO BELLSOUTH CREDIT AND OTHER APPROVALS. FOLLOWING ADDENDUM ACCEPTANCE , IF IT IS DETERMINED THAT THE INITIAL CREDIT APPROVAL WAS BASED ON INACCURATE OR INCOMPLETE INFORMATION , BELLSOUTH IN ITS SOLE DISCRETION RESERVES THE RIGHT TO CANCEL THE ADDENDUM WITHOUT LIABILITY OR SUSPEND THE ADDENDUM UNTIL ACCURATE AND APPROPRIATE CREDIT APPROVAL REQUIREMENTS ARE ESTABLISHED AND ACCEPTED BY CUSTOMER. CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION p� Version: 1212005 Page 16 of 19 Cusmmer In¢ials: �`}—�L�-,-`7+=s�Y�-- Created On: June 28, 2006 CCP-12457 Date7: C BELLSOUTH Addendum to Master Contract for Indian River County Library BellSouth Business Services Master Agreement # CPG-11097 Quote # BBS051201133248 Term The undersigned Customer hereby orders from BellSouth Business Systems, Inc on behalf of BellSouth Telecommunications, Inc. ("BellSouth") the BellSouth Business Services of the type, at the location and for the prices and term specified in this Addendum and its related Addendum Detail Form(s) (collectively, this "Addendum"). BellSouth Business Service is provided , and this Addendum is submitted, subject to and in accordance with BellSouth Business Services Master Agreement, and all applicable acceptable use policies. This Addendum is valid only when accepted by an authorized representative of BellSouth. The term of the Service begins upon completion of installation and activation by BellSouth, unless terminated earlier as set forth herein or in accordance with the provisions set forth in the BellSouth Business Services Master Agreement. This Contract 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 Contract at least sixty (60) days prior to the expiration of the initial term or each additional one- year term . Additional Terms and Conditions 1 . Pre-qualification does not guarantee service availability at the installation location. Although Customer's line pre-qualified for Service there are circumstances beyond BellSouth's control that may result in Customers inability to receive this Service. Some of these limitations are not detectable until BellSouth's installers are at Customers location and attempt installation of the Service. If it is determined that BellSouth is unable to install this Service, Customer will not incur any charges associated with the attempted provisioning of Service for the affected location(s). 2. If Customer cancels its Services or any portion thereof, or has its Services or any portion thereof terminated pursuant to Section 12(a) or 12(b) of the BellSouth Business Services Master Agreement, prior to the expiration of the minimum term selected herein, Customer shall be obligated to pay BellSouth a termination charge equal to 50% of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such termination had not occurred . Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation . 3. If Customer cancels installation of the Services, or part of a service order, before the installation due date, Customer shall be obligated to pay BellSouth cancellation charges equal to 50% of all the standard nonrecurring charges associated with the order, or that part of the order being cancelled. 4. Customer may incur additional charges in the event BellSouth has to build out additional facilities in Addendum to provision Customer's Services. Customer will be notified of such additional charges and may terminate the Services without incurring cancellation charges. 5. This Addendum may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Party's signature to this Addendum and Orders hereunder will be deemed an original and the best evidence thereof for all purposes, including, Without limitation , all evidentiary purposes before any arbitrator, court or other adjudicatory authority. 6 . CUSTOMER HAS READ AND AGREES TO BE BOUND BY THIS ADDENDUM , INCLUDING THE APPLICABLE ADDENDUM DETAIL FORM (S) AND THE BELLSOUTH BUSINESS SERVICES MASTER AGREEMENT AND RATE SCHEDULES, AND ALL APPLICABLE ACCEPTABLE USE POLICIES, ALL OF WHICH REPLACE AND SUPERSEDE ANY OTHER NEGOTIATIONS, AGREEMENTS , PROPOSALS AND COMMUNICATIONS (ORAL OR WRITTEN) RELATING TO THE SERVICES LISTED OR DESCRIBED ON THIS ADDENDUM AND SHALL PREVAIL OVER ANY ADDITIONAL OR CONFLICTING TERMS IN ANY PURCHASE ADDENDUM , INVOICE, ACKNOWLEDGMENT OR OTHER SIMILAR DOCUMENT ISSUED BY CUSTOMER. CONFIDENTIALIPROPRIETARY — NQT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 12/2005 Page 15 or 19 Customer Initials: Created On : June 28, 2006 CCP-12457 Date: NOMINEES The diagram below represents the conceptual overview for Premium DIA Firewall with DMZ: ....... ..... .... . ... i..... .... .. .... .... Transport Global Service 3 Internet Customer Prem ses BellSouth Equipment Managed Cisco IDS Firewall Facility DIA JOS Firewall will follow the same Customer Support processes defined for DIA. The Welcome letter sent to each customer provides additional details about DIA JOS Monitoring and Management ter) Professional Services 1 . Additional Fees. From time to time, customers may request services that are beyond the scope of the standard service offering. These services range from, but are not limited to, service expedites, non-business hour installs (i.e. Saturday, Sunday, holiday or evenings from 5:00 P.M. to 8:30 A.M. the next day), LANIWAN design and troubleshooting, application troubleshooting, router configuration services etc. When feasible, BellSouth may assist the customer in fulfilling these requests on a fee for service arrangement in accordance with our standard Professional Service Fees. BellSouth's hourly billing rates for Professional Services range between $125 and $250 par hour depending on the type and scope of work. The customer may also be required to pay additional fees to cover the amount of additional costs incurred by BellSouth resulting from the customer's special requests . Such costs may include, but are not limited to, equipment and expedited shipping charges. 2. Charges. If charges apply for additional services requested by the customer, they will be disclosed to the customer via verbal or written notification prior to performing any work. As necessary, a statement of wok may also be provided defining the services and deliverables to the customer. 11) Service Level Agreements (SLAB) 1 . Getseral. BellSouth intends to provide its services such that the Services will perform in a manner consistent with the objectives set forth in this document. If BellSouth fails to perform its services such that any of the following SLAB are not met, the sole obligation of BellSouth and the Customers sole remedies shall be for BellSouth to use commercially reasonable efforts to effectuate a repair of the Services and for BellSouth to provide the credits, if any, specified below. 2. Network Availability, (a) "Network Availability' is the percentage of total minutes during a calendar month that the Services are available to the Customer. Network Availability is calculated as follows: Network Availability = f(Minutes in a month) - fTotal outage minutesll (Minutes in a month) The Services shall be deemed to be "unavailable" whenever an outage is recorded on a BellSouth trouble ticket classified as "majoe' o "critical" by BellSouth's Network Operations Center which results in Customer not having the ability to transmit or receive packets by means of the Services, and 'ictal Outage Minutes" shall be deemed to be the length of time during which the Services are unavailable to the Customer, as reflected on such trouble tickets. "Total outage minutes" shall not include any outages (i) occurring during scheduler) maintenance activities; (if) attributable to any act or omission of Customer; (iii) attributable to Customers applications, equipment or facilities; (iv) resulting from reason of Force Majeure or other causes beyond the reasonable control of BellSouth; or (iv) lasting ten minutes or less. (b) The objective for Network Availability is 100%. For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customer's subsequent monthly invoice(s), equal to V30th of the monthly recurring charges for the affected Services (i.e., the portion(s) of the Services directly made unavailable as a result of the outage(s) in question) for each cumulative hour or portion thereof during which such Services are unavailable to the Customer (subject to the limitations set forth herein). Unavailability and credits will be prorated and paid in 15-minute increments. 3. Mean Time to Reoair. "Mean Time to Repair is the monthly average time over any calendar month it takes for BellSouth to resolve any outage problem classified as "major or "critical" by BellSouth's Network Operations Center. Mean Time to Repair is calculated as follows: Mean Time to Repair = Total outage minutes Total outage occurrences The objective for Mean Time to Repair is not to exceed four (4) hours. This objective will be measured and reported but the Customer will not receive a credit if the objective is not met. 4. Installation Date. (a) "Installation Date" is the actual date that the Services are made available to the Customer. The Installation Date shall not be deemed missed due to installation delays attributable to (i) reasons of Force Majeure or other causes beyond the reasonable control of BellSouth; or (ii) Customer's applications, equipment or facilities. All expedited installation requests do not qualify for this installation SLA. CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT W RITTEN PERMISSION Version: 0812005 Page 13 of 19 Created On: June 28, 2006 CCP-12457 Summary Dedicated Internet Access Components purchased: Site-to-Site locations: 1 Charges Customer will pay to BellSouth all charges billed pursuant to the Contract. Charges are as set forth below. NMI mmmm Ill , ! ! III illi � l OEM" BellSouth Total 1 $0. 00 1 $625. 00 Incorporation The Terms and Conditions of this addendum are added to, and become, integral parts of with Master Master Agreement CPG-11097 and are fully incorporated herein by this reference. Contract I acknowledge that I have received and read the BellSouth® Dedicated Internet Access Service Description Customer Initials and Date IN WITNESS WHEREOF, the Company and Customer have caused this Addendum to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by the Company. Acknowledgement Customer: Indian River County Library Accepted by BellSouth Business Systems, Inc. On bell of $pllSouth Telecommunications, Inc. (Authori ed Signature) Na : Joseph A Baird Name: Kenneth Lewis or Jacob A. Granger Title: County Administrator Title: Director — Contract Management or ./'Y ^% Manager Pricing Date: / 3" Q9 Date: APPR ED AS TO FORM N _ _E^xAl_ SUFFICIENCY A MARIA L / ASSISTANTCOUN-rYATTORN CONFIDENTIALlPROPRIETARY — NOT FOR DISCLOSURE WRHOIIr WRITTEN PERMISSION Version: 12/2005 Page 17 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: O Solution Details "U 'IntemetAecess InstalfCharge MonthtyCharge Charges for Primary Circuit Location # 1 Site Name: IRC Library Site Address: 1600 21st Street Vero Beach FL 32960- Frame Relay Tiered Pricing $0.00 $625.00 Service Package: Port + Access + CPE Port Speed : 1536 Kbps Contract Term : 36 Months = afeT.otal' $0.00 $625.00 CONFIDENTIAL/PROPRIETARY — NOTFOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 1272005 Page 18 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: (b) The objective for the Installation Date is to be on or before the target date committed to by BellSouth, as reflected on BellSouth's service management records. For any installation for which the objective is not met (other than for the reasons set forth above) Customer will receive a credit, which may be applied towards Customer's subsequent monthly invoice(s), equal to 100% of the installation charges (if any) otherwise payable by the Customer for the Services. 5. Latency. (a) "Average Latency' is the monthly average round-trip latency of designated portions of BellSouth's network, determined by measuring round-trip network responses Over such portions of the network as determined by BellSouth. The objective for Average Latency is to not be greater than 55 milliseconds . For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Services . Network delay will not be considered for purposes of Average Latency, and Service credits will not be available to Customer, in cases where the Services are delayed as a result of (i) the negligence, acts or omissions of Customer, its employees, contractors or agents or its end users; (ii) the failure a malfunction of testing equipment, applications or systems; (iii) circumstances or causes beyond the control of BellSouth, including instances of Force Majeure; or (iv) scheduled service maintenance, alteration, or implementation. Such credits will be granted only if Customer affords BellSouth full and free access to Customers equipment to perform necessary testing, troubleshooting or related activities. 6. Packet Loss. (a) "Average Packet Loss" is the monthly average round-trip packet loss of designated portions of BellSouth's network, determined by measuring round-trip network responses over such portions of the network as determined by BellSouth . The objective for Average Packet Loss is to not be greater than 0.5%. For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customers monthly invoice, equal to 1 /30th of the monthly recurring charges for the Services . Packet loss will not be considered for purposes of Average Packet Loss, and Service credits will not be available to Customer, in cases where packets are lost as a result of (i) the negligence, acts or omissions of Customer, its employees , contractors or agents or its end users; (ii) the failure or malfunction of testing equipment, applications or systems; (iii) circumstances or causes beyond the control of BellSouth, including instances of Force Majeure; or (iv) scheduled service maintenance, alteration, or implementation. Such credits will be granted only if Customer affords BellSouth full and free access to Customers equipment to perform necessary testing, troubleshooting or related activities. Other Terms and Conditions Customer should anticipate receiving any applicable credit within 2 billing cycles after the month in which the SLA objective was missed. If Customer believes a credit should have been applied but was not, Customer must request credits within 120 days after the date of the report from BellSouth giving notice that an SLA objective was missed and that a credit is being issued. The total credits payable for SLA objectives (other than the Installation Date SLA) missed during any one-month period shall not exceed the total monthly recurring charges for the Services in that month. 7. Force Maieure Force Majeure is defined as including war, riots, embargoes, strikes, or other concerted acts of workers (whether BellSouth's or others), casualties or accidents, malicious or criminal acts of third parties, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing, which prevent or hinder the delivery of the Services). CONFIDENTIAL/PROPRIETARY — NOT FOR DISCLOSURE W ITHOUT W RITTEN PERMISSION Version: 0812005 Page 14 of 19 Created On: June 28, 2006 CCP-12457 The diagram below represents the conceptual overview for Premium DIA Firewall with DMZ: u Transport BRIB Global Service Intemat Customer Premises BellSouth Equipment Managed Cisco 108 Firewall Facility DIA IDS Firewall will follow the same Customer Support processes defined for DIA. The Welcome letter sent to each customer provides additional details about DIA IDS Monitoring and Management 10) Professional Services 1 . Additional Fees. From time to time, customers may request services that are beyond the scope of the standard service offering. These services range from, but are not limited to, service expedites, non-business hour installs (i.e. Saturday, Sunday, holiday or evenings from 5:00 P.M. to 8:30 A.M. the next day), LANIWAN design and troubleshooting, application troubleshooting, router configuration services etc. When feasible, BellSouth may assist the customer in fulfilling these requests on a fee for service arrangement in accordance with our standard Professional Service Fees. BellSouth's hourly billing rates fix Professional Services range between $125 and $250 per hour depending on the type and scope of work. The customer may also be required to pay additional fees to cover the amount of additional costs incurred by BellSouth resulting from the customer's special requests. Such costs may include, but are not limited to, equipment and expedited shipping charges. 2. Charges. If charges apply for additional services requested by the customer, they will be disclosed to the customer via verbal or written notification prior to performing any work. As necessary, a statement of work may also be provided defining the services and deliverables to the customer. 11 ) Service Level Agreements (SLAB) 1 . General. BellSouth intends to provide its services such that the Services will perform in a manner consistent with the objectives set forth in this document. If BellSouth fails to perform its services such that any of the following SLAB are not met, the sole obligation of BellSouth and the Customer's sole remedies shall be for BellSouth to use commercially reasonable efforts to effectuate a repair of the Services and for BellSouth to provide the credits, if any, specified below. 2. Network Availability. (a) "Network Availability" is the percentage of total minutes during a calendar month that the Services are available to the Customer. Network Availability is calculated as follows: Network Availability = f(Minutes in a month) - (Total outage minutes)) (Minutes in a month) The Services shall be deemed to be "unavailable" whenever an outage is recorded on a BellSouth trouble ticket classified as "major" or "critical" by BellSouth's Network Operations Center which results in Customer not having the ability to transmit or receive packets by means of the Services, and "Total Outage Minutes" shall be deemed to be the length of time during which the Services are unavailable to the Customer, as reflected on such trouble tickets. 'Total outage minutes" shall not include any outages (i) occurring during scheduled maintenance activities; (it) attributable to any act or omission of Customer; (iii) attributable to Customer's applications, equipment or facilities; (iv) resulting from reasons of Force Majeure or other causes beyond the reasonable control of BellSouth; or IN) lasting ten minutes or less. (b) The objective for Network Availability is 100%. For any month in which the objective is not met, Customer will receive a credit, which may be applied towards Customer's subsequent monthly invoice(s), equal to 1130th of the monthly recurring charges for the affected Services (i.e., the portion(s) of the Services directly made unavailable as a result of the outage(s) in question) for each cumulative hour or potion thereof during which such Services are unavailable to the Customer (subject to the limitations set forth herein). Unavailability and credits will be prorated and paid in 15-minute increments. 3. Mean Time to Reoair. "Mean Time to Repair" is the monthly average time over any calendar month it takes for BellSouth to resolve any outage problem classified as "major" or "critical" by BellSouth's Network Operations Center. Mean Time to Repair is calculated as follows: Mean Time to Repair = Total outage minutes Total outage occurrences The objective for Mean Time to Repair is not to exceed four (4) hours. This objective will be measured and reported but the Customer will not receive a credit if the objective is not met. 4. Installation Date. (a) "Installation Date" is the actual date that the Services are made available to the Customer. The Installation Date shall not be deemed missed due to installation delays attributable to (i) reasons of Force Majeure or other causes beyond the reasonable control of BellSouth; or (ii) Customer's applications, equipment or facilities. All expedited installation requests do not qualify for this installation SLA. CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 082005 Page 13 of 19 Created On: June 28, 2006 CCP-12457 Summary Dedicated Internet Access Components purchased: Site-to-Site locations: 1 Charges Customer will pay to BellSouth all charges billed pursuant to the Contract. Charges are as set forth below. : BellSouth Total $0.00 $625.00 Incorporation The Terms and Conditions of this addendum are added to, and become, integral parts of with Master Master Agreement CPG-11097 and are fully incorporated herein by this reference. Contract I acknowledge that I have received and read the BellSouth® Dedicated Internet Access Service Description Customer Initials and Date IN WITNESS WHEREOF, the Company and Customer have caused this Addendum to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by the Company. Acknowledgement Customer: Indian River County Library Accepted by BellSouth Business Systems, Inc. On be If of IlSouth Telecommunications, Inc. By: (Authori ed Signature) Na : Joseph A Baird Name: Kenneth Lewis or Jacob A. Granger Title: County Administrator Title: Director — Contract Management or /y Manager — Tactical Pricing Date: / :3^ � Date: APP R ED AS TO FORM II, C _.EGM. SIJFFI E Y IAN L / ASSISTANT COUNTYATTORN CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 12/2005 Page 17 of 19 Custnmer Initials: Created On : June 28, 2006 CCP-12457 Date: — - O BELLSOUTH Addendum to Master Contract for Indian River County Library BellSouth Business Services Master Agreement # CPG-11097 Quote # BBS051201133248 Term The undersigned Customer hereby orders from BellSouth Business Systems, Inc on behalf of BellSouth Telecommunications, Inc. ("BellSouth") the BellSouth Business Services of the type, at the location and for the prices and term specified in this Addendum and its related Addendum Detail Form(s) (collectively, this "Addendum"). BellSouth Business Service is provided, and this Addendum is submitted, subject to and in accordance With BellSouth Business Services Master Agreement, and all applicable acceptable use policies. This Addendum is valid only when accepted by an authorized representative of BellSouth. The term of the Service begins upon completion of installation and activation by BellSouth, unless terminated earlier as set forth herein or in accordance with the provisions set forth in the BellSouth Business Services Master Agreement. This Contract 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 Contract at least sixty (60) days prior to the expiration of the initial term or each additional one- yearterm . Additional Terms and Conditions 1 . Pre-qualification does not guarantee service availability at the installation location. Although Customer's line pre-qualified for Service there are circumstances beyond BellSouth's control that may result in Customer's inability to receive this Service. Some of these limitations are not detectable until BellSouth's installers are at Customer's location and attempt installation of the Service. If it is determined that BellSouth is unable to install this Service, Customer will not incur any charges associated with the attempted provisioning of Service for the affected location(s) . 2. If Customer cancels its Services or any portion thereof, or has its Services or any portion thereof terminated pursuant to Section 12(a) or 12(b) of the BellSouth Business Services Master Agreement, prior to the expiration of the minimum term selected herein, Customer shall be obligated to pay BellSouth a termination charge equal to 50% of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such termination had not occurred. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation. 3. If Customer cancels installation of the Services, or part of a service order, before the installation due date, Customer shall be obligated to pay BellSouth cancellation charges equal to 50% of all the standard nonrecurring charges associated With the order, or that part of the order being Cancelled . 4. Customer may incur additional charges in the event BellSouth has to build out additional facilities in Addendum to provision Customer's Services. Customer will be notified of such additional charges and may terminate the Services without incurring cancellation charges. 5. This Addendum may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Party's signature to this Addendum and Orders hereunder Will be deemed an original and the best evidence thereof for all purposes, including, without limitation , all evidentiary purposes before any arbitrator, court or other adjudicatory authority. 6. CUSTOMER HAS READ AND AGREES TO BE BOUND BY THIS ADDENDUM , INCLUDING THE APPLICABLE ADDENDUM DETAIL FORM (S) AND THE BELLSOUTH BUSINESS SERVICES MASTER AGREEMENT AND RATE SCHEDULES, AND ALL APPLICABLE ACCEPTABLE USE POLICIES, ALL OF WHICH REPLACE AND SUPERSEDE ANY OTHER NEGOTIATIONS, AGREEMENTS, PROPOSALS AND COMMUNICATIONS (ORAL OR WRITTEN) RELATING TO THE SERVICES LISTED OR DESCRIBED ON THIS ADDENDUM AND SHALL PREVAIL OVER ANY ADDITIONAL OR CONFLICTING TERMS IN ANY PURCHASE ADDENDUM , INVOICE, ACKNOWLEDGMENT OR OTHER SIMILAR DOCUMENT ISSUED BY CUSTOMER. CONFIDENTIALIPROPRIETARY — NQT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 12/2005 Page 15 of 19 Customer InRials: Created On: June 28, 2006 CCP-12457 Date: ACCEPTANCE OF ANY ADDENDUM BY BELLSOUTH IS SUBJECT TO BELLSOUTH CREDIT AND OTHER APPROVALS. FOLLOWING ADDENDUM ACCEPTANCE , IF IT IS DETERMINED THAT THE INITIAL CREDIT APPROVAL WAS BASED ON INACCURATE OR INCOMPLETE INFORMATION , BELLSOUTH IN ITS SOLE DISCRETION RESERVES THE RIGHT TO CANCEL THE ADDENDUM WITHOUT LIABILITY OR SUSPEND THE ADDENDUM UNTIL ACCURATE AND APPROPRIATE CREDIT APPROVAL REQUIREMENTS ARE ESTABLISHED AND ACCEPTED BY CUSTOMER. CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION p� Version: 1212005 Page 16 of 19 Cusmmer In¢ials: �`}—�L�-,-`7+=s�Y�-- Created On: June 28, 2006 CCP-12457 Date7: C BELLSOUTH Addendum to Master Contract for Indian River County Library BellSouth Business Services Master Agreement # CPG-11097 Quote # BBS051201133248 Term The undersigned Customer hereby orders from BellSouth Business Systems, Inc on behalf of BellSouth Telecommunications, Inc. ("BellSouth") the BellSouth Business Services of the type, at the location and for the prices and term specified in this Addendum and its related Addendum Detail Form(s) (collectively, this "Addendum"). BellSouth Business Service is provided , and this Addendum is submitted, subject to and in accordance with BellSouth Business Services Master Agreement, and all applicable acceptable use policies. This Addendum is valid only when accepted by an authorized representative of BellSouth. The term of the Service begins upon completion of installation and activation by BellSouth, unless terminated earlier as set forth herein or in accordance with the provisions set forth in the BellSouth Business Services Master Agreement. This Contract 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 Contract at least sixty (60) days prior to the expiration of the initial term or each additional one- year term . Additional Terms and Conditions 1 . Pre-qualification does not guarantee service availability at the installation location. Although Customer's line pre-qualified for Service there are circumstances beyond BellSouth's control that may result in Customers inability to receive this Service. Some of these limitations are not detectable until BellSouth's installers are at Customers location and attempt installation of the Service. If it is determined that BellSouth is unable to install this Service, Customer will not incur any charges associated with the attempted provisioning of Service for the affected location(s). 2. If Customer cancels its Services or any portion thereof, or has its Services or any portion thereof terminated pursuant to Section 12(a) or 12(b) of the BellSouth Business Services Master Agreement, prior to the expiration of the minimum term selected herein, Customer shall be obligated to pay BellSouth a termination charge equal to 50% of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such termination had not occurred . Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation . 3. If Customer cancels installation of the Services, or part of a service order, before the installation due date, Customer shall be obligated to pay BellSouth cancellation charges equal to 50% of all the standard nonrecurring charges associated with the order, or that part of the order being cancelled. 4. Customer may incur additional charges in the event BellSouth has to build out additional facilities in Addendum to provision Customer's Services. Customer will be notified of such additional charges and may terminate the Services without incurring cancellation charges. 5. This Addendum may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Party's signature to this Addendum and Orders hereunder will be deemed an original and the best evidence thereof for all purposes, including, Without limitation , all evidentiary purposes before any arbitrator, court or other adjudicatory authority. 6 . CUSTOMER HAS READ AND AGREES TO BE BOUND BY THIS ADDENDUM , INCLUDING THE APPLICABLE ADDENDUM DETAIL FORM (S) AND THE BELLSOUTH BUSINESS SERVICES MASTER AGREEMENT AND RATE SCHEDULES, AND ALL APPLICABLE ACCEPTABLE USE POLICIES, ALL OF WHICH REPLACE AND SUPERSEDE ANY OTHER NEGOTIATIONS, AGREEMENTS , PROPOSALS AND COMMUNICATIONS (ORAL OR WRITTEN) RELATING TO THE SERVICES LISTED OR DESCRIBED ON THIS ADDENDUM AND SHALL PREVAIL OVER ANY ADDITIONAL OR CONFLICTING TERMS IN ANY PURCHASE ADDENDUM , INVOICE, ACKNOWLEDGMENT OR OTHER SIMILAR DOCUMENT ISSUED BY CUSTOMER. CONFIDENTIALIPROPRIETARY — NQT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 12/2005 Page 15 or 19 Customer Initials: Created On : June 28, 2006 CCP-12457 Date: Summary Dedicated Internet Access Components purchased: Site-to-Site locations: 1 Charges Customer will pay to BellSouth all charges billed pursuant to the Contract. Charges are as set forth below. NMI mmmm Ill , ! ! III illi � l OEM" BellSouth Total 1 $0. 00 1 $625. 00 Incorporation The Terms and Conditions of this addendum are added to, and become, integral parts of with Master Master Agreement CPG-11097 and are fully incorporated herein by this reference. Contract I acknowledge that I have received and read the BellSouth® Dedicated Internet Access Service Description Customer Initials and Date IN WITNESS WHEREOF, the Company and Customer have caused this Addendum to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by the Company. Acknowledgement Customer: Indian River County Library Accepted by BellSouth Business Systems, Inc. On bell of $pllSouth Telecommunications, Inc. (Authori ed Signature) Na : Joseph A Baird Name: Kenneth Lewis or Jacob A. Granger Title: County Administrator Title: Director — Contract Management or ./'Y ^% Manager Pricing Date: / 3" Q9 Date: APPR ED AS TO FORM N _ _E^xAl_ SUFFICIENCY A MARIA L / ASSISTANTCOUN-rYATTORN CONFIDENTIALlPROPRIETARY — NOT FOR DISCLOSURE WRHOIIr WRITTEN PERMISSION Version: 12/2005 Page 17 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: O Solution Details "U 'IntemetAecess InstalfCharge MonthtyCharge Charges for Primary Circuit Location # 1 Site Name: IRC Library Site Address: 1600 21st Street Vero Beach FL 32960- Frame Relay Tiered Pricing $0.00 $625.00 Service Package: Port + Access + CPE Port Speed : 1536 Kbps Contract Term : 36 Months = afeT.otal' $0.00 $625.00 CONFIDENTIAL/PROPRIETARY — NOTFOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 1272005 Page 18 of 19 Customer Initials: Created On: June 28, 2006 CCP-12457 Date: Summary Dedicated Internet Access Components purchased: Site-to-Site locations: 1 Charges Customer will pay to BellSouth all charges billed pursuant to the Contract. Charges are as set forth below. : BellSouth Total $0.00 $625.00 Incorporation The Terms and Conditions of this addendum are added to, and become, integral parts of with Master Master Agreement CPG-11097 and are fully incorporated herein by this reference. Contract I acknowledge that I have received and read the BellSouth® Dedicated Internet Access Service Description Customer Initials and Date IN WITNESS WHEREOF, the Company and Customer have caused this Addendum to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by the Company. Acknowledgement Customer: Indian River County Library Accepted by BellSouth Business Systems, Inc. On be If of IlSouth Telecommunications, Inc. By: (Authori ed Signature) Na : Joseph A Baird Name: Kenneth Lewis or Jacob A. Granger Title: County Administrator Title: Director — Contract Management or /y Manager — Tactical Pricing Date: / :3^ � Date: APP R ED AS TO FORM II, C _.EGM. SIJFFI E Y IAN L / ASSISTANT COUNTYATTORN CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 12/2005 Page 17 of 19 Custnmer Initials: Created On : June 28, 2006 CCP-12457 Date: — - O