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2005-082 BellSouth Business Services Master AgreementRESOLUTION 82-2005 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO BELLSOUTH BUSINESS SERVICES MASTER AGREEMENT WITH BELLSOUTH MNS, INC., AND BELLSOUTH TELECOMMUNICATIONS, INC., ATTACHED AS EXHIBIT "A" WHICH AGREEMENT IS FOR THE PURPOSE OF THE VILLAGE OBTAINING NET VPN TELECOMMUNICATIONS EQUIPMENT AND SERVICES FOR VILLAGE FACILITIES AND FOR SECURING INTERNET SERVICES; AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the BellSouth Business Services Master Agreement with BellSouth MNS, Inc. and BellSouth Telecommunications, Inc. attached as Exhibit "A" which Agreement is for the purpose of the Village obtaining Net VPN telecommunications equipment and services for Village facilities and for securing Internet services. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Agreement with Bellsouth MNS, Inc. and Bellsouth Telecommunications, Inc. attached as Exhibit "A" for and on behalf of the Village of North Palm Beach. Section 3. This resolution shall take effect October 1, 2005. PASSED AND ADOPTED THIS 22nd DAY OF (Village Seal) ATTEST: G>/ ~%2~~ VILLAGE CLERK BellSouth Dedicated Internet Access Order Summary Form Customer Legal Name: Village of North Palm Beach Diversity Order Summary Form Components One Time Monthly Recurring BellSouth IP Charge N/A 800.00 DIA Firewall (up to DS3) Select N/A Domain Name Registration Fee Select N/A DNS N/A Select Packet Filtering Select Select MUltl-homing (must complete MHS Service Inquiry) Select NIA Expedite Fee" Select NIA Intelligent PVC Select Select NAT Select NIA Order Summary Form - 08/15/2005 Customer Initials: nata• Promotion: Select N/A N/A Other: N/A N/A Total $800.00 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 70% 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. Customer may incur additional charges in the event BellSouth has to build out additional facilities in order to provision Customer's Services. Customer will be notified of such additional charges and may terminate the Services without incurring termination charges. 4. Customers using the Frame Relay PVC Option will be charged with DLCI (Data Link Connection Identifier) & CIR (Committed Information Rate) fees. Correspondingly, ATM Port Only Customer will be charged with VPINCI (Virtual Channel IdentifierNirtual Path Identifier) and QoS (Quality of Service) fees. These charges will be in accordance with BeIlSouth's lawfully filed tariffs and will appear in the BellSouth Regulated Services bill. 5. "DIA Data Bundle and FastAccess Promotion" Discounted DIA pricing for new DIA customers who purchase 256k, 512k, 768k, or 1.5Mbps Packaged Frame Relay DIA with a 24-or 36-month term agreement (free installation included with standard and promotional 24 or 36 month term pricing). To be eligible for this discounted DIA pricing, customers must meet one of three requirements: 1) Customers must a) have and maintain or b) upgrade BellSouth FastAccess DSL service to DIA; 2) Customers must sign or have a 36 month term agreement for their BellSouth local service and must have or sign up for a BellSouth Long Distance Plan; 3) Customers must have or sign a minimum 24-month term agreement for BellSouth PRI service. Standard monthly rates for Packaged DIA with 24 month term agreement are as follows: 256kbps: $710, 512kbps: $855, 768kbps: $935, 1.5Mpbs: $1,055. Standard monthly rates for Packaged DIA with 36 month term agreement are as follows: 256kbps: $680, 512kbps: $815, 768kbps: $890, 1.5PMbps: $1,005. Order Summary Form - 08/15/2005 Customer Initials: flata• CUSTOMER HAS READ AND AGREES TO BE BOUND BY THIS ORDER, INCLUDING THE APPLICABLE ORDER 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 ORDER AND SHALL PREVAIL OVER ANY ADDITIONAL OR CONFLICTING TERMS IN ANY PURCHASE ORDER, INVOICE, ACKNOWLEDGMENT OR OTHER SIMILAR DOCUMENT ISSUED BY CUSTOMER. ACCEPTANCE OF ANY ORDER BY BELLSOUTH IS SUBJECT TO BELLSOUTH CREDIT AND OTHER APPROVALS. FOLLOWING ORDER 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 ORDER WITHOUT LIABILITY OR SUSPEND THE ORDER UNTIL ACCURATE AND APPROPRIATE CREDIT APPROVAL REQUIREMENTS ARE ESTABLISHED AND ACCEPTED BY CUSTOMER. BellSouth Telecommunications, Inc. ~~z3~ oS Kathryn H. McCollum for Jacob Granger -Tactical Pricing Mgr Village of North Palm Beach Edward M. Eiss 11/09/05 r The rates for this Service do include the annual Domain Name Registration fee (for first two years) if the customer purchases Domain Name Registration, the charge will appear on the BellSouth bill for the registration for the first two years of service. After the initial two years, the customer will be responsible for paying these fees through the appropriate domain name registrar. * If Customer selects this option, BellSouth will attempt to meet the expedited installation date and Customer will be charged the additional one-time installation fee if and only if BellSouth meets such date or would have done so but for delays caused or requested by Customer. Attest: CZ. 7 age C er Order Summary Form - 08/15/2005 Customer Initials: Harp September 23, 2005 BellSouth Telecommunications, Inc. 575 Morosgo Drive Atlanta, GA 30324 Re: Letter of Agency/Authorization The undersigned hereby designates BellSouth Telecommunications, Inc. and its affiliated companies ("BellSouth") as its agent for the purpose of (i) placing and coordinating orders for communications services and facilities, or related equipment designated by the undersigned (collectively, "Products" or "Services") with local exchange carriers, interexchange carriers and other providers of communications-related services or related equipment designated by the undersigned (collectively, "Providers"), and/or (ii) otherwise dealing with and performing all ancillary and related matters with respect to coordinating the fulfillment of such orders and/or the installation, delivery, maintenance, servicing or repair of such Products or Services, and the undersigned authorizes BellSouth to place such orders for Products or Services or to perform such other activities described above, directly with such Providers on behalf of, for the account of and in the name of the undersigned. The undersigned acknowledges that it, and not BellSouth, will be responsible for determining and selecting the Products and Services and the Providers to be utilized by the undersigned and for payment of all charges for Products and Services in connection therewith. The undersigned intends that copies of this letter of agency and authorization may be given by BellSouth to Providers and that such copies shall be sufficient evidence for such Providers of BeIlSouth's authority as granted hereunder. This letter of agency and authorization shall remain valid until expressly revoked in writing by the undersigned. Sincerely, r By: Author zed Represen tive of ontractin ompany Name: `Edward M. Ei ssey Title: Mayor Customer Name: Village of North Palm Beach Address: 501 US Highwy 1 North Palm Beach, FL 33408- ~\ CONFIDENTIAUPROPRIETARY-NQT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 1 of 21 Created On: September 23, 2005 CCP-4049 _~ BLS Master Agreement CPG-4758 BellSouth ®Business Services Master Agreement This BeIlSouth® Business Services Master Agreement (this "Agreement") is made and entered into as of 11/09/05 , 2005, 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, Village of North Palm Beach, (hereinafter, "Customer") located at 501 US Highwy 1 ,North Palm Beach, FL 33408-, Attention: Mark Bates (the "Customer Contact"). BellSouth and Customer may hereinafter be referred to individually as a "Party" or 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 BeIlSouth® 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 Customer's premises or at Customer's 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 Customer's Services for the purpose of performing such repairs or reconfiguration or confirming Customer's compliance with its obligations with respect to the Services. 2. Term. Customer's 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 shall be co-terminous with the initial Order, unless otherwise provided for 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 Customer's 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 term (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 term, the Services will be provided on a month-to-month basis at the then 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 BeIlSouth's net income) in connection with Customer's 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-half percent (1 1/2%) per month, or the highest amount permitted by applicable law, whichever is less, shall be due and payable with respect to such payment. 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 for 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 party to make, any repairs or alterations to any Equipment without BeIlSouth'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 Customer'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 fnternet Protocol connectivity to BeIlSouth'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 BeIlSouth'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 from 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 or surcharges set forth in the applicable Customer's Order. Use by Customer and any individual authorized CONFIDENTIAL/PROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 2 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: users of Customer of BeIlSouth's other services and any browser or other Software provided by BellSouth shall be subject to BeIlSouth's standard terms and conditions for such services as well as the applicable software license terms that are provided with such Software. 6. Customer's Responsibilities. (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 Customer's 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 Services. 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 BeIlSouth'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. (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 or other action against Customer by any third party (except as set forth in the section below on infringement and/or if such claim is due to BeIlSouth's negligence or intentional misconduct); any act or omission of any other entity furnishing 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, INDIRECT OR SPECIAL DAMAGES SUFFERED BY THE OTHER 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 or remedies available as set forth in these Terms, or any portions thereof, are unenforceable for any reason, or that any of Customer's remedies under these Terms fail of their essential purpose, Customer expressly agrees that under no circumstances shall BeIlSouth'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. (d) BellSouth agrees to indemnify and save and hold Customer, its council, employees and agents, harmless of and from any and all claims, costs, losses, or damages arising due to bodily injury, death or destruction of or damage to tangible personal property due to the negligent or intentionally wrongful act or omissions of BellSouth during the performance of this Agreement, which indemnification shall include, but not be limited to, a reasonable attorney's fees and all costs in customer defending itself both at the trial and appellate levels 9. Remedies of Customer. Customer's sole remedy for any failure or 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 or Service Description, to receive a refund or credit of or against any charges otherwise payable for the Services for the period of service downtime as provided for in the applicable service level agreement portion (if any) of any applicable Order or 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 or 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 portion of any applicable Order or Service 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 BeIlSouth's expense. BellSouth will also pay all damages and costs that by final judgment are assessed against Customer attributable to such infringement. 10.2 BeIlSouth'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 or 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 BeIlSouth'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 or 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, or in BeIlSouth'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 CONFIDENTIAL/PROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 3 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: using the applicable Service; (b) replace the Service with anon-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 of 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 noninfringementtyith respect to the Service. 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 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 (i) 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 force 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 (ii) Customer breaches any of the material terms, conditions, obligations, 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; 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, 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, BeIlSouth'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 term for the Services and then cancels its 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 70% 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 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 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 BeIlSouth'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 or 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 information 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 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 Party's 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 obligations 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,(ii)is publicly known or becomes publicly known through no unauthorized act of the recipient Party,(iii)is rightfully received from a third party,(iv)is independently developed without use of the disclosing Party's Confidential CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 4 of 21 Customer Initials:. Created On: September 23, 2005 CCP-4049 Date: 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 or Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no obligation to protect such information from 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. 15. Dispute Resolution The Parties agree to attempt to resolve through negotiations, arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory), including any dispute based on any service or advertising related to this Agreement, before taking such disputes to litigation. In any litigation between Customer and BellSouth in regards to this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party reasonable attorney's fees and all reasonable cost of litigation both at the trial and the appellate level. level 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 BeIlSouth'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 or 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 form, 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 or 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) 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. (f) To the extent there is a conflict between the terms set forth in this Agreement and those in any Order, attachment or addendum, the terms set forth in the Order, attachment, or addendum shall prevail. (g) The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement. (h) 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. 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, 'rf 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 Customer. CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 5 of 21 Customer Initials: , Created On: September 23, 2005 CCP-4049 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: Village of North Palm Beach By. Edward MA Ei ssey Name: (Print o Type) Title: _ Md,yO T" Date: 11 / 09 / 0 5 Accepted by BellSouth MNS, Inc. and BellSouth Telecommunications, Inc. By: BellSouth Business Systems, Inc. By: ~ ~i Name: Kenneth Lewis or Jacob A. Granger (Print or Type) Director -Contract Management or Manager -Tactical Title: Pricin Date: ~ ~ /~ _._-- Attest: ~ Vil age C erk CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 6 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: ... BeIlSouth® Managed Network VPN Service Service Description 1) General BeIlSouth's Managed Network VPN Services ("Network VPN" or "Service") are a suite of IP-VPN connectivity services designed to support the remote access, Intranet, Internet and Extranet application needs of businesses. An IP-VPN Service is defined as an emulation of a virtual private network built on top of a shared IP infrastructure to interconnect multiple customer sites and users to a common community of interest. BellSouth utilizes MPLS/BGP4 (conforming to draft RFC 2547bis-01) and IPSec to deliver IP-VPN services to Network VPN customers. The Network VPN suite of services consists of the following IP-VPN connectivity services: - Network VPN Site-to-Site Service - Network VPN Remote User Service - AAA Hosting - Internet Access With Firewall and Intrusion Protection Feature Unless otherwise specified, the Service includes provisioning, proactive monitoring, management and technical support for all Network VPN service components. 2) Services Provided The service includes 24 X 7 proactive monitoring, management and technical support of all components provided with the service via BellSouth carrier class NOC facilities. Following is anon-inclusive list of the types of activities that will be performed by BellSouth to monitor and manage the provided components within Network VPN Service: - 24 X 7 monitoring, management and maintenance of all BellSouth network infrastructure components associated with the service, including customer premise equipment (CPE) when the Port+Access+CPE packaging option is selected. - Creating, tracking, updating and closing trouble tickets as appropriate - Monitoring, reading, and setting of various SNMP Management Information Base (MIB) variables - Setting and polling of alarms, thresholds, etc. - Addressing customer notification of troubles - Implementing and managing the IP Routing and Forwarding services necessary to forward IP traffic between customer sites and/or users across the BellSouth Private IP Information Services Network "(BeIlSouth Private IP Network)" - Reporting and Customer Network Management Interfaces Due to the nature of Private IP DSL connectivity, proactive monitoring and reporting on DSL connectivity can only be provided when the Port+Access+CPE packaging option is selected. a) Public and Private Connectivity options Connecting a particular Site and/or Remote User to BeIlSouth's Private IP Network is accomplished via one of two methods: "On-Net" Connectivity: a direct connection from the customer premise device to the BellSouth Provider Edge (PE) Router via a private, dedicated connection (i.e. Private Line, Frame Relay or DSL). "Off-Net" Connectivity: an encrypted connection from the customer premise device to BeIlSouth's IPSec Gateway ("IPSec Gateway) utilizing IPSec over a public Internet connection. The IPSec Gateway is hosted in BellSouth facilities and enables connectivity and interoperability between a customer's "Off-Net" sites and/or users and the customer's "On-Net" Network VPN locations. For "Off-Net" connections, the customer is responsible for providing, monitoring and managing the appropriate Internet access service and associated CPE to reach the IPSec Gateway. b) Service Availability Region-wide "On-Net" Network VPN Service: Frame Relay, Private Line, ATM and BellSouth Private IP DSL Service coverage includes all LATAs and metros in the BellSouth nine-state region where BellSouth has deployed its Network VPN and Internet access network. Customer must consult with their BellSouth Account Team to determine individual customer access availability by site/user location andlor serving area. National "On-Net" and Internet "Off-Net" Connectivity Extensions: BeIlSouth's "On-Net" Network VPN service is provided only in BeIlSouth's 9-state region, but will be able to accommodate "On-Net" or "Off-Net" connectivity extensions from customer locations outside the region where the customer separately provides the Internet or other access service to reach an appropriate BellSouth Managed Facility (BMF) within BeIlSouth's 9-state region. c) Network VPN Site-to-Site Service The Managed Network VPN Site-to-Site Service (Network VPN S2S) enables businesses to establish IP level WAN connectivity between business sites over BeIlSouth's Private IP network using a wide range of underlying access types/speeds to any given site. BellSouth utilizes a Peer Model in conjunction with a Layer 3 Private IP backbone architecture in order to interconnect customer sites. The Peer Model requires that the customer edge device (typically a router) "peer" with only one router at the edge of the BellSouth Private IP Network (as opposed to all other CPE routers associated with specific sites on the customer's VPN network). Once the BellSouth PE Router receives an IP Packet from a particular customer site, BellSouth is responsible for routing that packet across the BellSouth Network to the appropriate customer site destination. This connectionless architecture enables the creation of VPNs in Layer 3 while eliminating the need for tunnels or Virtual Circuits between all customer sites. Access types A Network VPN S2S Service access type/speed combination will be selected for each customer site. Following is a list of the standard Network VPN S2S access types that are currently supported: - Frame Relay - Private Line - S2S Private IP DSL - BellSouth Integrated Solutions - ATM (limited availability, Service Inquiry Required) CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 7 of 21 Created On: September 23, 2005 CCP-4049 Customer Responsibilities - Provide all IP Addresses to be used in customer's VPN Network (BellSouth will typically assign addresses from the customer provided pool of IP Addresses) - Provide routing from Customer-edge routers to provider-edge routers (BellSouth owned and maintained) via Network VPN supported protocols - Configuration and maintenance of all Customer-owned devices on Customer's network CE To PE Routing for "On-Net" Connections At each customer premise, a device is attached to the Network VPN via some type of data link connection such as Frame Relay, PPP, etc. The router at the customer premise (the CE device) may connect a single host, single subnet or multiple subnets to the Network VPN Service. At any site where the Port+Access+CPE packaging option is not selected, it is the customer's responsibility to monitor and manage or to engage a third party to monitor and manage their own CE devices. As part of that management, the customer must provide the routing from the CE device to the BellSouth PE Router via a BellSouth Network VPN supported routing protocol. Unless otherwise specified by the customer, static routing will be the default customer routing method provisioned for each location. Class of Service Class of Service (CoS) is a way of managing traffic in a network by grouping similar types of traffic together and treating each type as a class with its own level of service and priority. The BellSouth CoS offering will support four classes of traffic: (1) real-time (2) interactive (3) business priority (4) best effort. The real time class is intended to provide a building block for low delay, low jitter and low loss services, such as real- time voice. The interactive and business priority classes are intended to provide customers with a low delay and low loss service that would be applicable for video and business critical applications. The best effort class is intended to provide customers with a standard delivery mechanism that does not require real-time parameters. BeIlSouth's Class of Service architecture is based on a Differentiated Services (DiffServ) model, whereby traffic entering the BellSouth network is classified, and possibly conditioned, at the boundaries of the network and assigned to different behavior aggregates. A predefined marking scheme is used to identify each behavior aggregate. Traffic that does not conform to BeIlSouth's predefined marking scheme will be classified as best effort. Traffic classification should occur within the customer's network or at the Customer Premises Equipment (CPE). BellSouth will not perform classification of packets at the Provider Edge ingress, other than to enforce the CoS contract. BeIlSouth's solution will support class of service whether BellSouth or the customer manages the customer premises equipment. If BellSouth does not manage the router, the customer will be responsible for classifying the traffic according to policies provided by BellSouth. d) Network VPN Remote User Services The Network VPN Remote User Service enables businesses to securely and cost-effectively connect remote users to the corporate network over BeIlSouth's Private IP Network. The service supports both "On-Net" and "Off-Net" remote user configurations as described below. The Customer has the option of configuring any mix of users using either of these service configuration options. The Network VPN Remote User Service will be sold as a distinct overlay service to the underlying IP/Internet connectivity for both of these service configurations. Thus, the company and/or remote user purchases global Internet Access distinct from the Network VPN Remote User Service. Additionally, the Customer is responsible for implementing any additional security capabilities for the remote user environment (e.g. personal firewalls, virus scanning, etc.) beyond the basic secure Network VPN connectivity provided in the following two Network VPN Remote User Service configuration variations. At a minimum, one Network VPN "On-Net" S2S Connection, which will be designated as the host site, is required for the Network VPN Remote User Service. This connection can be dedicated for just Network VPN Remote User Service, or it can be implemented in conjunction with the Network VPN Site-to-Site Service. End User Level Help Desk Support BellSouth provides, as part of the Network VPN Remote User Service, abusiness-class end user technical support help desk. The Help Desk is available via atoll-free number 24 hours a day, 365 days a year to support end users having trouble accessing the VPN due to VPN Client Software or other connectivity issues. The Help Desk does not provide support for troubleshooting home networks nor any other end user or server based applications. BellSouth performs the following end user help desk functions as part of the Network VPN Remote User service: - 24x7 access to a toll-free technical support help desk to all end users of the Network VPN Remote User Service - Assisting the customer's remote user with VPN Client Software download, installation and use - Troubleshooting basic connectivity issues Remote User Access Control AAA servers provide the primary means through which access controls are set up for the remote users, and therefore are required for Network VPN Remote User Service. The customer may host the AAA services or outsource the AAA hosting to BellSouth. If the customer chooses to host the AAA services, the customer must work with BellSouth to validate interoperability with the Network VPN Remote User Service as AAA services are also utilized to fulfill on a variety of required reporting requirements. Username and password will be the only supported authentication scheme for BellSouth hosted AAA services. Network VPN Remote User Service - "On-Net" Configuration This configuration is only supported for remote users utilizing BeIlSouth® FastAccess© DSL Services. The "On-Net" Remote User configuration provides a Private IP remote access connectivity in which the customer's Remote User VPN traffic does not traverse the global Internet and requires no special VPN software to be installed on the remote user's workstation. To access the customer's VPN, the FastAccess® DSL subscriber utilizes a Network VPN specific login that is distinct from their usual Internet login to securely access the customer's network. This Network VPN Remote User Service login account is established by the customer's designated network administer(s) via the Network VPN Customer Network Management (CNM) interface. Using distinct logins, the FastAccess® DSL user can either login directly to the global Internet or to the customer's Network VPN Service on anon-simultaneous basis without requiring any additional VPN software to be installed on the remote client workstation. This service configuration is only intended to be utilized for single user FastAccess© DSL users (i.e. no LANs/routers/NAT) for security as well as practical use reasons. Network VPN Remote User Service - "Off-Net" IPSec Configuration This service configuration provides secure remote access connectivity to be established to the customer's network for any Internet accessible user. A Cisco IPSec Client, which the remote user downloads from the BellSouth Network VPN Customer Network Management (CNM) web interface, is provisioned with this Network VPN Remote User Service Configuration. This IPSec client must be installed on each client workstation requiring access to the customer's Network VPN Service. Valid users are established by the customer's network administrator through an AAA user authentication database (which must be hosted by the customer or by BellSouth). The secure IPSec VPN tunnel is initiated at the remote user's client location and is terminated on the IPSec VPN Gateway at the edge of the BellSouth Private IP Network. As the IPSec client is utilized to establish the VPN connectivity, this service is independent of the underlying access and can therefore be utilized in conjunction with any BellSouth or third party Internet access service. However, more integrated service and support is provided when it is used in conjunction with BellSouth FastAccess® or Dial Internet Services. IPSec Remote User Client Software CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 8 of 21 Created On: September 23, 2005 CCP-4049 All "Off-Net" Remote Users will be required to use Cisco's IPSec software client, which can be downloaded via the BellSouth provided Network VPN CNM web interface. Supported Remote User Internet Access types As previously mentioned, both Network VPN Remote User Service configurations are purchased and provisioned independently of the required underlying Internet access connectivity. However, as follows, there are differences in the Internet access that can be utilized and/or are supported in conjunction with the two service configurations. The Network VPN "Off-Net" IPSec Remote Client Configuration can be utilized regardless of the underlying Internet access type. However, it is intended to support remote user access via typical dial-up or broadband access speeds. As such, appropriate acceptable use policies may be applicable and/or IPSec Gateway bandwidth rate limits implemented to prevent any potential abuse of the service. The standard Network VPN "On-Net" Remote User configuration will be supported in conjunction with single user FastAccess® DSL Service configurations implemented on a consumer 1 FR local loop (e.g. FastAccess® DSL, FastAccess0 Telecommute DSL). e) Value Added Services Internet Access with Firewall Feature The customer may optionally choose to provide all of their Network VPN Sites and/or Remote Users with global Internet access via a centralized, global Internet connection provided by BellSouth. Additionally, BellSouth provides network based security services (e.g. Managed Firewall and NAT, etc.) via the BeIlSouth® Security Services Gateway ("Security Services Gateway") in order to apply appropriate perimeter security mechanisms when the optional global Internet Access service is provisioned. Customers will be required to subscribe to the Firewall Feature if they choose to subscribe to the Internet Access Feature as part of their overall Network VPN service. The Managed Firewall Feature is comprised of the following: - Configuration of the customer's Network VPN to enable Internet access - Multi-homed global Internet connectivity from the Network VPN "cloud" - Provisioning and configuration of the Security Services Gateway - Initial design and implementation of the firewall rule base - Support for Network Address Translation (NAT ) - 24X7 Monitoring of the Firewall Platform - Firewall Administration and backup - Help Desk support and implementation of rule base changes as requested by Customer - Firewall logging and reporting - SLAs The Internet Access v~ith Firewall Feature is available in one of two service levels: Basic and Advanced. Internet Access with Basic Firewall Feature includes: - Outbound Only Rule Set - Dynamic NAT - DNS Caching (resolution) - (1) Public IP Address to be used for NAT The Advanced Firewall Feature includes the following: - Support for Inbound and Outbound Rule Sets - DNS Caching and DNS Hosting for public IP Addresses provided by BellSouth as part of the service - Static NAT for public IP Addresses provided by BellSouth as part of the service - Support for logical DMZ configurations using a separate PVC (only available at sites where Port+Access+CPE packaging option is selected) Intrusion Protection Feature An optional add-on security service whereby BellSouth enables Check Point's SmartDefense filters to detect and thwart a range of application level attacks. As new advisories are received from Check Point, BellSouth will notify the customer of the new advisory and allow them to choose if they would like to act upon the advisory by adding the filter to their existing Intrusion Protection Policy. The Intrusion Protection Feature includes: - Initial policy definition and implementation - Event detection, blocking and logging based on Check Point's SmartDefense filters - Logging and Reporting (only available upon request) - Ongoing subscription to SmartDefense Advisories f) Service Packaging and Pricing The Network VPN Site-to-Site service will support multiple service packaging options for a given site based upon access type, speed and components bundled with the service (e.g. Network VPN S2S port+access). Support of specific service package variations differ by access type. Network VPN S2S Service - "On-Net" Packaging Variations - Network VPN S2S Service Port+Access+CPE: The Network VPN S2S port as well as the associated local loop and Customer Premise Equipment. With this packaging option, the Customer Premise Equipment includes a router and the LAN interface on the router is the point of demarcation between the customer's LAN and the BellSouth Network VPN Service. • A separate 1 FB (business local loop) is required for out of band management which is not included as part of the Network VPN Service • For S2S Private IP DSL connections, the customer is responsible for providing the appropriate underlying 1 FB (business local loop). - Network VPN S2S Service Port +Access: Both the Network VPN S2S port as well as the associated local access/transport is included with the service. For S2S Private IP DSL connections, the customer is responsible for providing the appropriate underlying 1 FB (business local loop). - Network VPN S2S Service Port only: Only the Network VPN S2S port is provided with the service. The Customer is responsible for providing the associated local access/transport. Network VPN S2S Service - "On-Net" CoS Options From a service perspective, CoS will either be enabled at a given site, or not enabled. Customers will be charged a premium for those sites where CoS is required. The number of classes available to a customer at any given site are dependant upon the CoS package option contracted for at that site. BellSouth offers the following CoS packaging variations: - Standard -This option only includes the best effort class of service and is available for those customers who do not have a need for class of service prioritization. CONFIDENTIAL/PROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 9 of 21 Created On: September 23, 2005 CCP-4049 CoS-Basic -This option includes the Best Effort and Priority Business classes and is for those customers who need class of service to prioritize data traffic, but do not need all four forwarding classes. CoS-Premium -This option includes all four forwarding classes. When CoS is enabled, the customer's traffic will be allocated via a CoS policy that spells out how much bandwidth will be allocated to the individual classes. The bandwidth allocations in the CoS policy spell out the contracted bandwidth rates ("Contracted Bandwidth") for a given site. For the real-time and interactive classes, any traffic received in excess of the Contracted Bandwidth may be rejected by the service. Unless otherwise agreed to in writing by BellSouth, no more than 50% of the total port bandwidth at a particular site may be allocated to the real-time and/or interactive classes. Network VPN S2S Service - "Off-Net" Packaging - Network VPN S2S "Off-Net" IPSec Termination - (see also IPSec Tunneling Termination): This service variation provides for the termination and interoperability of an IPSec tunnel originating from an IPSec CPE device and is independent of any given access service/technology. The customer is responsible for providing the global Internet access service required to connect to the IPSec Gateway as well as any associated CPE and CPE management. Remote User -Service Tiers Service packaging is based upon a committed monthly remote user service tier. The remote user service tier defines a "per remote user rate" as well as any committed minimum monthly recurring charge. The Remote User Service excludes any underlying access/transport services. Internet Access with Firewall Feature -Port Speed Service packaging is based upon selection of a maximum combined global Internet access port speed to be provided for all of a given customer's Network VPN sites/users. g) Reporting and Customer Network Management (CNM) Interfaces The service includes online web-based CNM interface to address the following areas related to the customer's Network VPN service. 1) Network Status & Performance (SLA and Statistics Reports) 2) Trouble Ticket Submission 3) Security Administration (For submitting Firewall rulebase change requests) 4) Network VPN Client Download 5) Remote User Management h) Network Addressing BellSouth will assign IP addresses to all Network VPN connections out of a customer provided pool of IP address space. While Non-Internet Routable, Private IP addresses are preferred, the customer may provide both Private and Public IP address space for use within the customer's VPN network. Additional design fees may apply when implementing Public IP addressing schemes. - Remote users will be assigned a dynamic private IP address (non-Internet routable) when they logon to the Network VPN Remote User Service. These addresses are independent of the Internet addresses assigned as part of the remote users' underlying global Internet Connectivity. Thus, a user may have a dynamic or static Internet address, but they will always be assigned a dynamic private IP address for the Network VPN Remote User Service. 3) Service Activation and Billing Billing for individual service components will commence upon service activation. For Site-to-Site Service, billing may commence upon activation of at least two sites. For Remote User Service, billing may commence upon activation of at least one site and the associated AAA services. 4) Disclaimer BellSouth provides the service "as is", without warranty of any kind, whether express or implied. BellSouth disclaims all implied warranties including implied warranties of marketability or fitness for a particular purpose. The Customer understands and agrees that, although characterized as "secure" and generally considered to be significantly more secure than standard Internet access methodologies, the service is not a guarantee against intrusions or other unauthorized use of or access to customer's network or systems. BellSouth will not be liable for indirect, special, incidental, exemplary, or consequential damages, or for any loss of profits resulting from the use of this service by the Customer or any third parties. In no event shall BeIlSouth's liability exceed a refund of the amounts actually paid to BellSouth for services provided pursuant to this agreement. The service is subject to the warranty and damages limitations and exclusions set forth in BeIlSouth's standard terms and conditions for the service. 5) Service Level Agreements The following Service Level Agreements ("SLAB") are made by BellSouth Telecommunications, Inc. ("BellSouth) to customers who have ordered qualifying Managed Network VPN Service from BellSouth, for a minimum service term of one year or greater. The list of Qualifying Managed Network VPN Services varies by SLA metric and is detailed under each SLA Metric below. For the purposes of the SLAs, the term "Qualifying Site" means any site included in the Qualifying Service and the term "Qualifying Service" does not include any of the Services (or any applicable charges therefor) relating to any sites which are not Qualifying Sites. BellSouth intends to provide the Service such that it will perform in a manner consistent with the objectives set forth in this document. If BellSouth fails to perform the Service 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. Network VPN service level agreements are broken down into five categories: installation, network availability, core performance, access circuit performance, and security services performance. For all SLA targets, service credits will not be available to Customer, in cases where SLA targets are missed 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 (as defined as including war, riots, embargoes, strikes, or other concerted acts of workers, 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); or (iv) scheduled service maintenance, alteration, or implementation. Such credits will be granted only if Customer affords BellSouth full and free access to Customer's equipment to perform necessary testing, troubleshooting or related activities. a) Installation SLAs Installation Date (1) "Installation Date" is the actual date that the Qualifying Services are made available to the Customer at a Qualifying Site. All expedited installation requests do not qualify for this installation SLA. (2) The objective for the Installation Date is to be on or before the target date for 90% of all Qualifying Sites in any Customer Order (or to not miss the Installation Date for more than 1 Qualifying Site, if such Order encompasses less than 10 Qualifying Sites). The target date is the scheduled installation date committed to by BellSouth, as reflected on BeIlSouth's service management records. For any Customer Order 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 CONFIDENTIAL/PROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 10 of 21 Created On: September 23, 2005 CCP-4049 Customer's subsequent monthly invoice(s), equal to 100% of the installation charges (if any) otherwise payable by the Customer for any Qualifying Site for which the Installation Date was not met. (3) For the purposes of the Installation Date SLA, the term "Qualifying Site" applies to any site that is served via frame relay, private line, ATM, or Private IP DSL access transport, and for which BellSouth charges an installation fee.. (4) The Internet Access with Firewall Feature includes a separate objective for Installation Date. The objective is for the Internet Access with Firewall Feature to be made available upon or before the target date. The target date is the scheduled installation date committed to by BellSouth, as reflected on BeIlSouth's service management records. For any Customer Order 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 Internet Access with Firewall Feature installation charges (if any) otherwise payable by the Customer. b) Network Availability (1) "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% _ ((Total Minutes in the Month times the number of Qualifying Sites) - [sum of outage minutes for all Qualifying Sites]) *100)/(Total Minutes in the Month times the number of Qualifying Sites) "Outage minutes" shall be deemed to be the length of time during which the Services are unavailable to the Customer at each Qualifying Site, as determined by BellSouth in accordance with its standard procedures therefor in effect from time to time. "Outage minutes" shall not include any outages (i) occurring during scheduled maintenance activities; (ii) attributable to any act or omission of Customer; (iii) attributable to Customer's applications, equipment or facilities; (iv) resulting from reasons of Force Majeure (as defined as including war, riots, embargoes, strikes, or other concerted acts of workers, 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) or other causes beyond the reasonable control of BellSouth; or (v) lasting sixteen minutes or less. (2) 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 1/30th of the monthly recurring Network VPN charges for the affected portions of the Qualifying Service (i.e., the portion(s) of the Qualifying Service 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. The credits payable for the Network Availability objective missed during any one-month period shall not exceed fifty percent of the total monthly recurring charges for the Qualifying Services. (3) For the purposes of the Network Availability SLA, the term "Qualifying Site" applies to any site that is served via frame relay, private line, or ATM access transport. (4) The Internet Access with Firewall Feature includes a separate objective for Network Availability that is 99.99%. 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 1/30th of the monthly recurring Network VPN charges for the Internet Access with Firewall Feature 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. c) Core Performance (1) "MPLS Core" refers to the backbone portion of BeIlSouth's network. CE routers and Access Circuits are outside the Core Network. The nhiartivac fnr ~nra SI Ac ara ac fnllnws• Core SLA Targets Targets b Class of Service Measurement Best Effort Priority Business Interactive Real-Time Latenc (round tri) <=55 ms <=50 ms <=50 ms <=45ms Jitter NA NA NA <=5 ms Packet Delivery >=99.50% >=99.75% >=99.90% >=99.99% (2) For the purposes of MPLS Core SLAs, "Qualifying Service" applies to any site that is served via frame relay, private line, ATM, or Private IP DSL transport. Core Latency (1) "Average Core Latency" is the monthly average round-trip latency of the portions of the MPLS network connecting the primary BellSouth Managed Facilities (Tier-1 BMFs) to each other, determined by measuring round-trip ping responses over such portions of the network as determined by BellSouth. (2) For any month in which one or more Core Latency targets is not met for any Class(es) of Service applicable to Customer's Qualifying Service at any particular site, Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Qualifying Service at such site. Core Jitter (1) "Average Core Jitter" is the monthly average Jitter of the portions of the MPLS network connecting the primary BellSouth Managed Facilities (Tier-1 BMFs) to each other, determined by measuring the standard deviation of variation in Latency from packet to packet taken in five minute intervals over the course of the month. (2) For any month in which one or more Core Jitter targets is not met for any Class(es) of Service applicable to Customer's Qualifying Service at any particular site, Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Qualifying Service at such site. Core Packet Delivery (1) "Average Core Packet Delivery" is the monthly average round-trip packet delivery of designated portions of the MPLS network connecting the primary BellSouth Managed Facilities (Tier-1 BMFs) to each other, determined by measuring round-trip network responses over such portions of the network as determined by BellSouth. (2) For any month in which one or more Core Packet Delivery targets is not met for any Class(es) of Service applicable to Customer's Qualifying Service at any particular site, Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Qualifying Service at such site. d) Access Circuit Performance (1) "Access Circuit" refers to the transport connecting a CE router to the BellSouth PE router. The objectives for Access Circuit SLAs are as fnllnws~ Access Circuit SLA Tar ets Targets by Class of Service Measurement Best Effort Priorit Business Interactive Real-Time Latenc (round trip) <=70 ms <=60 ms <=55 ms <=50ms Jitter NA NA NA <=15 ms Packet Delive >=99.50% >=99.75% >=99.90% >=99.99% CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 11 of 21 Created On: September 23, 2005 CCP-4049 (2) For the purposes of Access Circuit SLAB, "Qualifying Site" applies to those sites that meet all of the following qualifying criteria: - The site must subscribe to CoS Premium - The site must be an "on-net location" and have one of the following qualifying transport types: private line, frame relay, ATM - The site must subscribe to Port+Access+CPE packaging option or Port+Access with BellSouth eMRS Premium Management - The minimum port speed must be greater than or equal to 768k (3) Access circuit SLA measurements are performed by means of SAA probes configured between a test router and each customer premise router, and by SNMP measurements taken at the customer premise router (CPE) and at the provider edge (PE) router, at five minute intervals. Access Circuit SLA measurements are calculated by taking the average of the measured values as reported by SAA over a calendar month, with the following exceptions: - Any measure taken during a measurement interval during which time actual traffic being sent exceeds the contracted bandwidth amount for that site/queue. Out of contract situations will be determined by looking at the QoS politer value on the CPE and the PE router. If the politer value for a given class on either the CPE or the PE router is in excess of zero, the measurement will not be used in calculating the monthly average. - Any measurements taken during scheduled maintenance windows shall not be used in calculating the monthly average for SLA purposes. Access Circuit Latency (1) "Average Access Circuit Latency" is the monthly average round-trip latency from CE to PE averaged across all Qualifying Sites. (2) For any month in which one or more Access Circuit Latency targets is not met for any Class(es) of Service applicable to Customer's Qualifying Service at any particular site„ Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Qualifying Service at such site. Access Circuit Jitter (1) "Average Access Circuit Jitter" is the monthly average Jitter from CE to PE averaged across all Qualifying Sites. (2) For any month in which one or more Access Circuit Jitter targets is not met for any Class(es) of Service applicable to Customer's Qualifying Service at any particular site„ Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Qualifying Service at such site. Access Circuit Packet Delivery (1) "Average Access Circuit Packet Delivery" is the monthly average round-trip packet delivery from CE to PE averaged across all Qualifying Sites. (2) For any month in which one or more Access Circuit Packet Delivery targets is not met for any Class(es) of Service applicable to Customer's Qualifying Service at any particular site„ Customer will receive a credit, which may be applied towards Customer's monthly invoice, equal to 10% of the monthly recurring charges for the Qualifying Service at such site. e) Security services performance (these SLAB only applicable for Internet Access with Firewall Feature) Firewall Rule-base Change Implementation (1) "Firewall Rule-base Change Implementation" SLA is based on the actual amount of time elapsed from the time BellSouth receives a Customer initiated firewall rule-base change request until implementation of that rule into production. This SLA is based on actual time of implementation, and not on the time that Customer was notified that the request was completed. This SLA is only available for rule-base change requests submitted by a valid Customer Security Contact in accordance with the Rule-base Change Request Submission Procedure. Customer is solely responsible for providing BellSouth accurate and current contact information for Customer's designated points of contact. BellSouth will be relieved of its obligations under this SLA if BeIlSouth's Security Contact information for Customer is out of date or inaccurate due to Customer's action or omission. (2) The objective for Firewall Rule-base Change Implementation is to implement Customer rule-base change requests within the target interval 100% of the time. The target interval for Basic Firewall is within twelve (12) hours of receipt of a valid rule-base change request. The target interval for the Advanced Firewall Service Level is within four (4) hours of receipt of a valid rule-base change request. For any month in which the objective is not met, Customer will receive a credit for each instance, which may be applied towards Customer's monthly invoice, equal to 1/30 of the monthly recurring charges for the Internet Access with Firewall Feature. The credits payable for the Firewall Rule-base Change Implementation objective missed during any one-month period shall not exceed fifty percent of the total monthly recurring charges for the Internet Access with Firewall Feature. Proactive Firewall Monitoring (1) Firewall Outage Notification" SLA is based on the actual amount of time elapsed from the time that an outage is determined by BellSouth to the time that the Customer is notified by BellSouth. Customer is solely responsible for providing BellSouth accurate and current contact information for Customer's designated points of contact. BellSouth will be relieved of its obligations under this SLA if BeIlSouth's Security Contact information for Customer is out of date or inaccurate due to Customer's action or omission. (2) The objective for Firewall Outage Notification is to notify the Customer within 15 minutes of the time that an outage is determined. For any month in which the objective is not met, Customer will receive a credit for each instance, which may be applied towards Customer's monthly invoice, equal to 1/30 of the monthly recurring charges for the Internet Access with Firewall Feature. The credits payable for the Firewall Outage Notification objective missed during any one-month period shall not exceed fifty percent of the total monthly recurring charges for the Internet Access with Firewall Feature. 6) SLA 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. If Customer's request for a disputed credit was in error, Customer may be charged for the costs associated with researching the disputed credit request. The total credits payable for SLA objectives (other than the Installation Date SLA) missed during any one-month period shall not exceed fifty percent of the total monthly recurring charges for the Qualifying Services. The cumulative SLA credits granted in a month for a given site will not exceed 50% of the price paid for that individual site within a billing period. CONFIDENTIALIPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 12 of 21 Created On: September 23, 2005 CCP-4049 S ~~ Addendum to Master Contract for Village of North Palm Beach BellSouth Business Services Master Agreement # CPG-4758 Quote # BBS050421125842 Term The undersigned Customer hereby orders from BellSouth Business Systems, Inc on behalf of BellSouth Telecommunications, Inc. ("BellSouth") the Business Services of the type, at the location and for the prices and term specified in this Addendum and its related documents) (collectively, this "Addendum"). BellSouth Business Services is provided, and this Addendum is submitted, subject to and in accordance with the BellSouth® Business Services Master Agreement ("Master Agreement"), and all applicable acceptable use policies. This Addendum is valid only when executed by an authorized representative of BellSouth. The term of the Service begins upon activation as defined in the attached Service Description and shall continue in effect for 36 Months from ("Initial Term"), unless terminated earlier as set forth herein or in accordance with the provisions set forth below. This Addendum 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 Addendum 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 BeIlSouth's control that may result in Customer's inability to receive this Service. Some of these limitations are not detectable until BeIlSouth'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 Sections 12(a) and 12(b) of the Master Agreement, prior to the expiration of the minimum term selected herein, Customer shall be obligated to pay BellSouth a termination charge equal to 70% 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 shall receive their first month of service on NEW Port + Access +CPE sites ordered under this Addendum at no additional charge pursuant to the following terms and conditions: I. The `First Month Free' offer is only available for NEW sites utilizing Network VPN Port + Access +CPE Service. Other service types, value-added services or existing sites shall not be included. II. Customer must sign an Order Addendum for the Services with a minimum term of twenty-four (24) months; III. If Customer cancels the Service prior to contract expiration, Customer shall be responsible for payment of monthly recurring charges for the month(s) Customer used the Service including any monthly recurring charges that may have been waived; and will be subject to any applicable early termination charges IV. This promotional offer is available to Network VPN customers from January 1, 2005 through December 31, 2005. 5. ACCEPTANCE OF ANY ORDER BY BELLSOUTH IS SUBJECT TO BELLSOUTH CREDIT AND OTHER APPROVALS. FOLLOWING ORDER ACCEPTANCE, IF IT IS DETERMINED THAT THE CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 13 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: INITIAL CREDIT APPROVAL WAS BASED ON INACCURATE OR INCOMPLETE INFORMATION, 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 CUSTOMER. CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 14 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: Summary Managed Network VPN Components purchased: Site-to-Site locations: 5 Promotions: Network VPN First Month Free Promotion -Expires 6/30/05 Charges Customer will pay to BellSouth all charges billed pursuant to the Contract. Charges are as set forth below. Installation Charge Monthly Recurring Charge BellSouth Total $0.00 $1529.80 Incorporation The Terms and Conditions of this addendum are added to, and become, integral parts of with Master Master Agreement CPG-4758 and are fully incorporated herein by this reference. Contract I acknowledge that 1 have received and re th outh Managed Network VPN Service Description 11 09/05 Cust er 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 Custom illage of North P Beach By: ' Na Edward M. Eissey Title: Mavor Date: 11/09/05 Accepted by BellSouth Business Systems, Inc. On behal of eIISo th Tele o unications, Inc. By: (Authorized S' nature) Name: Kenneth Lewis or Jacob A. Granger Title: Director -Contract Management or Man ger -Tactical Pricing Date: ~ ~a3 j4S ~---, Attest: it age C er CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 15 of 21 Customer Initials:. Created On: September 23, 2005 CCP-4049 Date: Solution Details Managed Network VPN Install Charge Monthly Charge Charges for Site-to-Site Location # 1 Site Name: Anchorage Park Site Address: 603 Anchorage Drive North Palm Beach FL 33408- Service Package: S2S "On-Net" Private IP DSL Port + Access +CPE Port Speed: 1.5 M x 256 K (Best Effort) $0.00 $139.95 Subtotal: $0.00 $139.95 Managed Network VPN Install Charge Monthly Charge Charges for Site-to-Site Location # 2 Site Name: Community Center Site Address: 1200 Prosperity Farms Rd. North Palm Beach FL 33408- Service Package: S2S "On-Net" Private IP DSL Port + Access +CPE Port Speed: 1.5 M x 256 K (Best Effort) $0.00 $139.95 Subtotal: $0.00 $139.95 Managed Network VPN Install Charge Monthly Charge Charges for Site-to-Site Location # 3 Site Name: Country Club Site Address: 901 US #1 North Palm Beach FL 33408- Service Package: S2S "On-Net" Private IP DSL Port + Access +CPE Port Speed: 1.5 M x 256 K (Best Effort) $0.00 $139.95 Subtotal: $0.00 $139.95 Managed Network VPN Install Charge Monthly Charge Charges for Site-to-Site Location # 4 Site Name: Public Safety - HQ Site Address: 560 US #1 North Palm Beach FL 33408- Service Package: S2S "On-Net" Frame Relay Port + Access +CPE Port Speed: 1536 Kbps $0.00 $970.00 Subtotal: $0.00 $970.00 CONFIDENTIAL/PROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 16 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: Managed Network VPN Install Charge Monthly Charge Charges for Site-to-Site Location # 5 Site Name: Public Service Site Address: 645 Prosperity Farms Rd. North Palm Beach FL 33408- Service Package: S2S "On-Net" Private IP DSL Port + Access + CPE Port Speed: 1.5 M x 256 K (Best Effort) $0.00 $139.95 Subtotal: $0.00 $139.95 CONFIDENTIAL/PROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 17 of 21 Customer Initials: Created On: September 23, 2005 CCP-4049 Date: BellSouth Managed Network VPN Service: Installation Requirements In This Document: Customer Requirements ..........................................................................19 BellSouth Requirements .......................................................................... 20 The purpose of this document is to provide you with necessary information regarding Purpose your upcoming installation. Sign-off is required at the end of this document to indicate that you have received and read the Network VPN Installation Requirements document provided as part of the order package. Our goal is to have sites turned up for service as quickly as possible. Our target interval is 15 business days once the order has been accepted by BellSouth. Note: This interval does not apply to orders above single T1 speed, or if facilities build-out is required. To meet this aggressive timeline, several key tasks must be completed. The list of Task activities include: Overview Order submitted and accepted Kickoff meeting (Customer Requirements) Customer Responsibilities for Installation (Customer Installation Requirements) Additional Customer Responsibilities for CoS (Customer Requirements) BellSouth Responsibilities for Installation (BellSouth Requirements) Service Activation CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 18 of 21 Created On: September 23, 2005 CCP~049 Customer Requirements Once your order has been submitted and accepted, the next step in the installation Kickoff process is a mandatory Kickoff meeting. Meeting The Kickoff meeting will provide you the opportunity to review your solution design and order with the BellSouth engineering and provisioning resources that will activate your Network VPN Service. To prepare for the Kickoff meeting and to ensure a timely installation, you must Required compile the following information for BeIlSouth's engineering team to review at the Customer Kickoff meeting. Technical Required information may vary slightly based upon packaging option(s) purchased Information (see Additional Notes below). NOTE: If BellSouth does not receive the required technical information at the Kickoff meeting, BellSouth will not be able to complete installation and the installation date will be extended or placed on hold. Item Description Additional Notes 1 Contiguous block of IP Addresses Private IP Addresses preferred (Amount of address space depends on the number of Site-to-Site locations and Remote Users, but will be at least a /21 CIDR block or 8 contiguous /24's.) 2 AS (Autonomous System) number If available 3 Registered Domain Name Used to establish unique login/authentication for DSL sites 4 LAN IP Subnet information 5 Primary and Secondary DNS server For Customers with Remote Users IP Address 6 User ID/Password preference for DSL Not required for sites with Sites Port+Access+CPE option 7 Router brand and model for each Not required for Port+Access+CPE Site-to-Site location option 8 Telephone number(s) to be used for Required for sites with Out-Of-Band management Port+Access+CPE option or eMRS CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 19 of 21 Created On: September 23, 2005 CCP-4049 Below is a quick checklist of customer responsibilities for installation of the Network Customer VPN service you ordered. Please review the items below and talk with your Service Installation Activation Manager about anything that is unclear or may present a problem. Requirements NOTE: The Network VPN installation DOES NOT include configuring other equipment on your site, such as servers, PCs, PBXs, customer-owned network firewall, or integrating your Network VPN with your existing Internet connections. If you are unsure of how to configure your router or LAN, you must obtain a resource for these tasks. Your BellSouth Account Representative can provide you with choices for qualified Professional Services to assist you. For Sites where CPE is provided, configured, and managed BY THE CUSTOMER Customer will: Perform staging, physical installation and on- going maintenance and support of your equipment Complete any router or network configurations needed to support the following: Encapsulation of non TCP/IP protocols (e.g. IPX, SNA) Integration with existing Internet connectivity solutions Note: Routers should be configured and ready for operation 24-48 hours prior to the targeted installation date and time. If necessary, for Site-to-Site locations, please have a knowledgeable resource on-site that can physically configure the router. For Sites where CPE is provided, staged, and configured BY BELLSOUTH Customer will provide the following: Live, analog POTS telephone line, as necessary, for out-of-band access and management of each BellSouth-provided router. Necessary access to facilities in order to OR install the CPE on-site. Reasonable physical security for all BellSouth-provided CPE. If you are going to miss your scheduled installation, you must notify your Service Activation Manager at least 24 hours in advance to reschedule. BellSouth Requirements BellSouth The following table outlines BeIlSouth's responsibilities and requirements: Requirements If... Then... Router is being provided, staged and You will be contacted by the Service configured BY BELLSOUTH Activation Manager to confirm readiness 48 hours prior to the agreed-upon installation date. CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 20 of 21 Created On: September 23, 2005 CCP-4049 Router is provided, configured, and BellSouth will contact you prior to your managed BY CUSTOMER installation date to provide you with the following Network VPN parameters needed to configure the router to communicate with BeIlSouth's Network VPN core equipment: • IP Address • Network Address • DSL Login Information On the agreed-upon activation date and time, a BellSouth Network Engineer will contact you, or your designated site technical contact, to test the VPN connection from your router to the BellSouth VPN core equipment. Service Activation A site will be considered operational if the Network Engineer can successfully ping your router from the BellSouth Network VPN core router. If you have other sites activated, they may also test interconnectivity between your sites. Billing Billing will commence within 2 business days after service activation. For Site-to-Site Service, billing may commence upon activation of at least two sites. Customer Village of North Palm Beach Acknowledgement 501 US Highwy 1 North Palm Beach, FL 33408- I have eived dread the Network VPN Installation Requirements document pro ' of the order package. ii~o9io5 Cu omer Initials Date CONFIDENTIAUPROPRIETARY -NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Version: 04/2005 Page 21 of 21 Created On: September 23, 2005 CCP-4049